S-4

As filed with the Securities and Exchange Commission on December 22, 2014

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Outfront Media Capital LLC

and

Outfront Media Capital Corporation,

wholly owned subsidiaries of

OUTFRONT Media Inc.

Additional Registrants Listed on Schedule A Hereto

(Exact name of registrant as specified in its charter)

Outfront Media Capital LLC		Outfront Media Capital Corporation
Delaware	6798	Delaware
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(State or other jurisdiction of incorporation or organization)
46-4221811		35-2490863
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

405 Lexington Avenue, 17th Floor

New York, New York 10174

(212) 297-6400

(Address, including zip code, and telephone number, including area code, of each of the registrants’ principal executive offices)

Richard H. Sauer

Executive Vice President, General Counsel and Secretary

OUTFRONT Media Inc.

405 Lexington Avenue, 17th Floor

New York, NY 10174

(212) 297-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Boris Dolgonos

Jones Day

222 East 41st Street

New York, New York 10017-6702

(212) 326-3939

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee(1)
5.250% Senior Notes due 2022	$550,000,000	100%	$550,000,000	$63,910
Guarantees of 5.250% Senior Notes due 2022	—	—	—	—(2)
5.625% Senior Notes due 2024	$400,000,000	100%	$400,000,000	$46,480
Guarantees of 5.625% Senior Notes due 2024	—	—	—	—(2)
5.875% Senior Notes due 2025	$450,000,000	100%	$450,000,000	$52,290
Guarantees of 5.875% Senior Notes due 2025	—	—	—	—(2)

(1) Calculated pursuant to Rule 457(f) of the Securities Act of 1933. Represents the maximum aggregate principal amount of securities that may be offered in the exchange offer described in this registration statement.

(2) Pursuant to Rule 457(n) of the Securities Act of 1933, no separate fee is payable with respect to guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

SCHEDULE A

Name	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Century Prince Street, Inc.	New York	6500	20-3375351
Fuel Outdoor LLC	New York	6500	26-0074879
Fuel Outdoor Holdings LLC	Delaware	6500	20-3995011
Fuel Outdoor San Francisco LLC	Delaware	6500	20-4663829
Metro Fuel LLC	Delaware	6500	20-5376145
Millennium Billboards L.L.C.	New York	6500	13-4006979
Mizey Realty Co., Inc.	New York	6500	13-4042269
Motion Pictures Promotions, LLC	New York	6500	45-2384053
Outdoor Inc.	Maryland	6500	86-0736400
Outfront Media Boston LLC	New York	6500	27-0631945
Outfront Media Bus Advertising LLC	New York	6500	20-3168797
Outfront Media Chicago LLC	New York	6500	27-0631907
Outfront Media Citylites LLC	New York	6500	45-2447339
Outfront Media Electrical & Maintenance LLC	New York	6500	13-4084174
Outfront Media Group LLC	Delaware	6500	13-2660769
OUTFRONT Media Inc.	Maryland	6500	46-4494703
Outfront Media Kiosk Advertising LLC	New York	6500	13-4054284
Outfront Media L.A. Inc.	Delaware	6500	54-2092523
Outfront Media LLC	Delaware	6500	46-4042148
Outfront Media Miami Holdings LLC	New York	6500	27-0631866
Outfront Media Miami LLC	Delaware	6500	20-5053402
Outfront Media Minnesota LLC	New York	6500	27-3978383
Outfront Media Outernet Inc.	Delaware	6500	04-3531204
Outfront Media San Francisco LLC	New York	6500	27-0631817
Outfront Media Sign Erectors LLC	New York	6500	13-4089506
Outfront Media Sports Inc.	Delaware	6500	77-0141025
Outfront Media Transportation Advertising LLC	New York	6500	20-5694015
Outfront Media VW Communications LLC	New York	6500	13-3984032
Outfront Media Wall to Wall LLC	Delaware	6500	22-3666517

The information in this prospectus is not complete and may be changed. We may not sell securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated December 22, 2014

PROSPECTUS

Outfront Media Capital LLC

and

Outfront Media Capital Corporation,

wholly owned subsidiaries of

OUTFRONT Media Inc.

OFFER TO EXCHANGE

Up to $550,000,000 aggregate principal amount of 5.250% Senior Notes due 2022

for any and all outstanding 5.250% Senior Notes due 2022

AND

Up to $400,000,000 aggregate principal amount of 5.625% Senior Notes due 2024

for any and all outstanding 5.625% Senior Notes due 2024

AND

Up to $450,000,000 aggregate principal amount of 5.875% Senior Notes due 2025

for any and all outstanding 5.875% Senior Notes due 2025

The Exchange Notes

We are offering to exchange our new registered 5.250% senior notes due 2022, which we refer to as the 2022 exchange notes, new registered 5.625% senior notes due 2024, which we refer to as the 2024 exchange notes, and new 5.875% senior notes due 2025, which we refer to as the 2025 exchange notes, for all of our outstanding unregistered 5.250% senior notes due 2022, which were issued on January 31, 2014 and October 1, 2014, which we refer to, collectively, as the 2022 original notes, all of our outstanding unregistered 5.625% senior notes due 2024, which were issued on January 31, 2014, which we refer to as the 2024 original notes and all of our outstanding unregistered 5.875% senior notes due 2025, which were issued on October 1, 2014, which we refer to as the 2025 original notes, respectively.

We refer to the 2022 exchange notes and the 2022 original notes, collectively, as the 2022 notes, the 2024 exchange notes and the 2024 original notes, collectively, as the 2024 notes and the 2025 exchange notes and the 2025 original notes, collectively, as the 2025 notes. We refer to the 2022 exchange notes, the 2024 exchange notes and the 2025 exchange notes, collectively, as the exchange notes and we refer to the 2022 original notes, the 2024 original notes and the 2025 original notes, collectively, as the original notes.

The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on an unsecured senior basis by OUTFRONT Media Inc. and each of its direct and indirect subsidiaries that guarantees the Senior Credit Facilities (as defined herein). We refer to each entity that guarantees the exchange notes as a “Guarantor.”

The terms of the exchange notes are substantially identical to the terms of the outstanding notes of the applicable series, except that the exchange notes will be registered under the Securities Act of 1933, as amended, which we refer to as the Securities Act, and the transfer restrictions and registration rights and related special interest provisions applicable to the outstanding notes will not apply to the exchange notes. Each series of exchange notes will be part of the same series of corresponding outstanding notes and will be issued under the same indenture and supplemental indenture, as applicable.

The Exchange Offer

This exchange offer is subject to customary conditions that we may waive.

All 2022 original notes, 2024 original notes and 2025 original notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for an equal principal amount of the 2022 exchange notes, 2024 exchange notes and 2025 exchange notes, respectively.

The exchange notes will be exchanged for outstanding original notes of the corresponding series in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Tenders of outstanding original notes may be withdrawn at any time before 9:00 a.m., New York City time, on the expiration date of this exchange offer.

We will not receive any proceeds from this exchange offer.

This exchange offer will expire at 9:00 a.m., New York City time, on                 , 2014, unless extended.

We do not intend to list the exchange notes on any securities exchange or to seek approval through any automated quotation system, and no active public market of the exchange notes is anticipated.

You should carefully consider the risk factors beginning on page 23 of this prospectus before deciding whether to participate in this exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2014.

TABLE OF CONTENTS

NOTICE TO INVESTORS	ii
NON-GAAP FINANCIAL MEASURES	ii
BASIS OF PRESENTATION AND CERTAIN DEFINED TERMS	ii
MARKET AND INDUSTRY DATA	iii
TRADEMARKS AND TRADE NAMES	iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	iv
SUMMARY	1
RISK FACTORS	23
USE OF PROCEEDS	50
SELECTED COMBINED CONSOLIDATED FINANCIAL DATA	51
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	70
REGULATION	111
BUSINESS AND PROPERTIES	113
MANAGEMENT	123
EXECUTIVE COMPENSATION	130
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	158
THE ACQUISITION	161
DISTRIBUTION POLICY	162
DESCRIPTION OF THE EXCHANGE NOTES	163
BOOK-ENTRY; DELIVERY AND FORM	224
THE EXCHANGE OFFER	228
DESCRIPTION OF OTHER INDEBTEDNESS	236
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	238
PLAN OF DISTRIBUTION	239
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES	240
LEGAL MATTERS	244
EXPERTS	244
WHERE YOU CAN FIND MORE INFORMATION	244
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with this exchange offer. If given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implications that there has not been any change in the facts set forth in this prospectus or in our affairs since the date hereof.

Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 120 days after the date of this prospectus, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

i

NOTICE TO INVESTORS

This prospectus contains summaries of the terms of certain agreements that we believe to be accurate in all material respects. However, we refer you to the actual agreements for complete information relating to those agreements. All summaries of such agreements contained in this prospectus or incorporated by reference into this prospectus are qualified in their entirety by this reference. To the extent that any such agreement is attached as an exhibit to this registration statement, we will make a copy of such agreement available to you upon request.

The exchange notes will be available in book-entry form only. The exchange notes exchanged pursuant to this prospectus will be issued in the form of one or more global certificates, which will be deposited with, or on behalf of, The Depository Trust Company, or DTC, and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global certificates will be shown on, and transfer of the global certificates will be effected only through, records maintained by DTC and its participants. After the initial issuance of the global certificates, notes in certificated form will be issued in exchange for global certificates only in the limited circumstances set forth in the indenture, dated as of January 31, 2014, as supplemented by the first supplemental indenture, dated as of October 1, 2014, and the second supplemental indenture, dated as of October 31, 2014, governing the 2022 notes and the 2024 notes, which we refer to herein as the 2022 & 2024 indenture, and the indenture, dated as of October 1, 2014, as supplemented by the first supplemental indenture, dated October 31, 2014, governing the 2025 notes, which we refer to herein as the 2025 indenture. We refer herein to the 2022 & 2024 indenture and the 2025 indenture, collectively, as the indentures. See “Book-Entry; Delivery and Form.”

NON-GAAP FINANCIAL MEASURES

In addition to results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) included in this prospectus, we include non-GAAP financial measures in this prospectus, including adjusted weighted average shares, operating income before depreciation, amortization, net (gains) losses on dispositions, stock based compensation, restructuring charges and Acquisition costs (“Adjusted OIBDA”), Adjusted OIBDA margin, funds from operations (“FFO”) and adjusted FFO (“AFFO”), FFO and AFFO per adjusted weighted average share for basic and diluted earnings per share (“EPS”), constant dollar revenues, same-site revenues, and, on a comparable basis, Adjusted OIBDA, FFO and AFFO and related per adjusted weighted average share amounts, each as defined and described in “Summary—Summary Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Since these non-GAAP financial measures are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, weighted average shares outstanding for basic and diluted EPS, operating income, net income, revenues and net income per common share for basic and diluted EPS, the most directly comparable GAAP financial measures, as indicators of our operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

BASIS OF PRESENTATION AND CERTAIN DEFINED TERMS

Except as otherwise indicated or unless the context otherwise requires, all references in this prospectus to (i) “the Company,” “we,” “our,” “us,” “ourselves,” and “our company” mean OUTFRONT Media Inc. (formerly known as CBS Outdoor Americas Inc.), a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries; (ii) “CBS” means CBS Corporation, a Delaware corporation, and, unless the context requires otherwise, its consolidated subsidiaries; (iii) “Finance LLC” means Outfront Media Capital LLC, a Delaware limited liability company, (iv) “Finance Corp.” means Outfront Media Capital Corporation, a Delaware

ii

corporation; (v) “the Issuers” and “the Borrowers” mean Finance Corp. and Finance LLC; (vi) “the CBS Exchange Offer” means CBS’ registered offer to exchange 97,000,000 shares of the Company’s common stock that were owned by CBS for outstanding shares of CBS Class B common stock; (vii) “the Separation” means the separation of the Company from CBS on July 16, 2014 in connection with CBS’ disposition of all of its shares of common stock of the Company in the CBS Exchange Offer; (viii) “Formation Borrowings” mean the issuance of $400.0 million aggregate principal amount of the existing 2022 notes and $400.0 million aggregate principal amount of the existing 2024 notes (as defined herein) and borrowings under the Term Loan (as defined below) on January 31, 2013; (ix) “Acquisition Borrowings” mean the issuance of $150.0 million aggregate principal amount of the new 2022 notes and $450.0 million aggregate principal amount of the 2025 notes and borrowings of $40.0 million under the Revolving Credit Facility (as defined herein) to finance a portion of the consideration for the Acquisition; (x) “Van Wagner” means Outfront Media VW Communications LLC (formerly known as Van Wagner Communications, LLC and formerly known as OA VW LLC), a New York limited liability company; (xi) “the Acquisition” means the acquisition by the Company of certain outdoor advertising businesses from Van Wagner for $690.0 million in cash, plus working capital adjustments; (xii) “the Acquired Business” means those certain outdoor advertising businesses of Van Wagner to be acquired in the Acquisition; (xiii) “the Seller” means Van Wagner Twelve Holdings, LLC, a Delaware limited liability company; (xiv) “the Purchase Agreement” means the Membership Interest Purchase Agreement, dated as of July 20, 2014, by and among the Company, Outfront Media LLC, Van Wagner, the Seller and Richard M. Schaps, pursuant to which we acquired the Acquired Business; (xv) “REIT” means real estate investment trust; and (xvi) the “E&P Purge” means the special dividend to the Company’s stockholders declared on October 29, 2014 to distribute accumulated earnings and profits as of July 17, 2014, the date we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes, including any earnings and profits allocated to the Company by CBS in connection with the Separation. Unless otherwise indicated, all references to “dollars” and “$” in this prospectus are to, and amounts are presented in, U.S. Dollars. Unless otherwise indicated, all references in this prospectus to the “25 largest markets” in the United States, the “180 markets in the United States, Canada and Latin America” and “Nielson Designated Market Areas” are based on Nielsen Media Research’s Designated Market Area rankings as of January 1, 2014.

Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

MARKET AND INDUSTRY DATA

Although we are responsible for all of the disclosures contained in this prospectus, this prospectus contains industry, market and competitive position data and forecasts that are based on industry publications and studies conducted by third parties. The industry publications and third-party studies generally state that the information that they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that the market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. The industry forward-looking statements included in this prospectus may be materially different than actual results.

TRADEMARKS AND TRADE NAMES

This prospectus contains references to a number of our trademarks (including service marks) that are registered trademarks or trademarks for which we have pending applications or common-law rights. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective owners.

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We make statements in this prospectus that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to the Acquisition and any potential benefits of the Acquisition, our REIT status and our capital resources, portfolio performance and results of operations.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• Declines in advertising and general economic conditions;

• Competition;

• Government regulation;

• Our inability to increase the number of digital advertising displays in our portfolio;

• Taxes, fees and registration requirements;

• Our ability to obtain and renew key municipal concessions on favorable terms;

• Decreased government compensation for the removal of lawful billboards;

• Content-based restrictions on outdoor advertising;

• Environmental, health and safety laws and regulations;

• Seasonal variations;

• Integrating the Acquired Business may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the Acquisition may not be fully realized;

• Unknown risks inherent in the Acquisition, or certain assumptions with respect to the Acquired Business may prove to be inaccurate;

• Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations;

• Time and resources to comply with rules and regulations as a stand-alone public company;

• Incremental costs incurred as a stand-alone public company;

• Dependence on our management team and advertising executives;

• The ability of our board of directors to cause us to issue additional shares of stock without stockholder approval;

• Certain provisions of Maryland law may limit the ability of a third party to acquire control of us;

• Our rights and the rights of our stockholders to take action against our directors and officers are limited;

iv

• We may not realize the expected benefits from the Separation;

• Hedging transactions;

• Establishing an operating partnership;

• Asset impairment charges for goodwill;

• Diverse risks in our international business;

• A breach of our security measures;

• Failure to comply with regulations regarding privacy and data protection;

• Failing to establish in a timely manner a new, independently recognized brand name with a strong reputation;

• The financial information included in this prospectus may not be a reliable indicator of our future results;

• Cash available for distributions;

• Our substantial indebtedness;

• Restrictions in the agreements governing our indebtedness;

• Incurrence of additional debt;

• Interest rate risk exposure from our variable-rate indebtedness;

• Our ability to generate cash to service our indebtedness;

• Our dependence on cash flow generated by our subsidiaries;

• Defaulting on our obligations to pay our other indebtedness;

• The exchange notes are unsecured and effectively subordinated to the Issuers’ and the Guarantors’ indebtedness under the Senior Credit Facilities (as defined below) and any other secured indebtedness of the Issuer and the Guarantors to the extent of the value of the assets securing that indebtedness;

• The exchange notes will be structurally subordinated to all obligations of our existing and future subsidiaries that are not and do not become Guarantors of the exchange notes;

• The lenders under the Senior Credit Facilities have the discretion to release the subsidiary Guarantors under the Senior Credit Facilities in a variety of circumstances;

• Certain exceptions under the indentures permit us to make distributions to maintain our REIT status even when we could not otherwise make restricted payments under the indentures;

• The Issuers may not be able to repurchase the notes upon a change of control repurchase event;

• Certain corporate events may not trigger a change of control;

• Noteholders may not be able to determine when a change of control has occurred;

• Federal and state fraudulent transfer laws may permit a court to void the notes and/or the guarantees;

• Our guarantee of the exchange notes may not provide any additional credit support for the exchange notes;

• Absence of an active trading market for the exchange notes;

• A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies;

• Many of the covenants in the indentures governing the exchange notes offered hereby will not apply during any period in which the exchange notes are rated investment grade by both Moody’s and Standard & Poor’s;

v

• You may not be able to sell your original notes if you do not exchange them for exchange notes in this exchange offer;

• Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for exchange notes in this exchange offer;

• Some holders who exchange their original notes may be deemed to be underwriters;

• We will not accept your original notes if you fail to follow the exchange offer procedures and, as a result, your original notes will continue to be subject to existing transfer restrictions;

• The market price for the exchange notes may be volatile;

• Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS;

• Our failure to remain qualified to be taxed as a REIT;

• REIT ownership limits;

• Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends;

• REIT distribution requirements;

• Availability of external sources of capital;

• We may face other tax liabilities even if we remain qualified to be taxed as a REIT;

• Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities;

• Our ability to contribute certain contracts to a taxable REIT subsidiary (“TRS”);

• Our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT;

• Our ability to hedge effectively;

• Failure to meet the REIT income tests as a result of receiving non-qualifying income;

• Even if we remain qualified to be taxed as a REIT, and we sell assets, we could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT;

• The IRS may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax;

• Our lack of an operating history as a REIT; and

• We may not be able to engage in desirable strategic or capital-raising transactions as a result of the Separation, and we could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this prospectus apply as of the date of this prospectus or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors.” We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

vi

SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision to participate in this exchange offer. You should read the entire prospectus carefully, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus before making an investment decision to participate in this exchange offer.

Overview

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the United States, Canada and Latin America. The majority of our inventory is billboard displays, which are primarily located on the most heavily traveled highways and roadways in the top Nielsen Designated Marketing Areas; and we operate transit advertising displays with exclusive multi-year contracts with municipalities in large cities across the United States. In total, we have displays in all of the 25 largest markets in the United States and over 180 markets in the United States, Canada and Latin America. Our top market, high profile location focused portfolio includes sites such as the Bay Bridge in San Francisco, Sunset Boulevard in Los Angeles, and both Grand Central Station and Times Square in New York. With TAB Out of Home Ratings, we are able to provide advertisers with the actual audience, in terms of size and demographic composition that is exposed to individual signs. The combination of location and audience delivery is a selling proposition unique to the out-of-home industry. The breadth and depth of our portfolio provides our customers with a multitude of options to address a wide range of marketing objectives from national, brand-building campaigns to hyper-local businesses that want to drive customers to their retail location “one mile down the road.”

We believe that out-of-home advertising is an attractive form of advertising as our displays are ALWAYS ON™ and cannot be turned off, skipped or fast-forwarded, and that it provides our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. We also believe that out-of-home is effective as a “stand-alone” media form, and as an integral part of a multi-media campaign, providing enhancements to mobile, social and on-line advertising by amplifying small screen messaging. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, creative design support and post-campaign tracking and analytics. We use a real-time mobile operations reporting system that enables proof of performance to customers. We have a diversified base of customers across various industries. Our largest categories of advertisers during the nine months ended September 30, 2014 were retail, television and healthcare/pharmaceuticals, which represented 9%, 9% and 8% of our total U.S. revenues, respectively, and during the year ended December 31, 2013, were retail, television and entertainment, which represented 10%, 8% and 7% of our total U.S. revenues, respectively. As a result of our diverse base of customers, in the United States, during the nine months ended September 30, 2014 and for the year ended December 31, 2013, no single industry contributed more than 9% and 10%, respectively, of our revenues and no single customer represented greater than 1.4% and 1.7%, respectively, of our revenues.

As of September 30, 2014, we had 459 digital billboard displays in the United States. The majority of our digital billboard displays have been converted from traditional static billboard displays. Increasing the number of digital billboard displays in our most heavily trafficked locations is an important element of our organic growth strategy. Digital billboard displays have the potential to attract additional business from both new and existing customer categories. We believe that digital billboard displays are attractive to our customers because they allow for the development of richer and more visually engaging messages and provide our customers with the flexibility to target audiences by time of day and to quickly launch new advertising campaigns. In addition, digital billboard displays enable us to run multiple advertisements on each display (up to eight per minute). As a

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result, digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays, and digital billboard displays generate higher profits and cash flows than traditional static billboard displays. As the costs to convert traditional static billboard displays to digital billboard displays have declined, we have accelerated our conversion efforts, adding approximately 113 digital billboard displays during the nine months ended September 30, 2014, approximately 110 digital billboard displays in each of 2013 and 2012 and approximately 70 digital billboard displays in 2011.

We generally (i) own the physical billboard structures on which we display advertising copy for our customers, (ii) hold the legal permits to display advertising thereon and (iii) lease the underlying sites. These lease agreements have terms varying between one month and multiple years, and usually provide renewal options. We estimate that approximately 75% of our billboard structures in the United States are “legal nonconforming” billboards, meaning they were legally constructed under laws in effect at the time they were built, but could not be constructed under current laws. These structures are often located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. We have a highly diversified portfolio of advertising sites. As of September 30, 2014, we had approximately 22,800 lease agreements with approximately 18,400 different landlords. A substantial number of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include where the structure is obstructed, where there is a change in traffic flow and/or where the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords.

We manage our business through the following two segments:

United States. As of September 30, 2014, we had the largest number of advertising displays of any out-of-home advertising company operating in the 25 largest markets in the United States. For each of the nine months ended September 30, 2014 and the year ended December 31, 2013, our U.S. segment generated 20% of its revenues in the New York City metropolitan area and 13% and 12%, respectively, of its revenues in the Los Angeles metropolitan area. For the nine months ended September 30, 2014, our U.S. segment generated $842.4 of revenues and $293.0 of Adjusted OIBDA. For the year ended December 31, 2013, our U.S. segment generated $1.13 billion of revenues and $406.4 million of Adjusted OIBDA.

International. Our International segment includes our operations in Canada and Latin America, including Mexico, Argentina, Brazil, Chile and Uruguay. For the nine months ended September 30, 2014, our International segment generated $116.4 million of revenues and $16.9 million of Adjusted OIBDA. For the year ended December 31, 2013, our International segment generated $163.9 million of revenues and $29.1 million of Adjusted OIBDA.

The Acquisition

On October 1, 2014, we completed the Acquisition for $690.0 million in cash, plus working capital adjustments. The Acquisition was funded with cash on hand and the net proceeds from the issuance and sale of $450.0 million aggregate principal amount of 2025 original notes and $150.0 million aggregate principal amount of 2022 original notes. The Acquired Business constitutes the largest U.S. private portfolio of outdoor advertising assets. These assets are located throughout the United States in top Nielson Designated Market Areas, such as New York, Los Angeles, Chicago, Philadelphia and Dallas, and include “top of the pyramid” and iconic locations. We believe that the Acquired Business will further leverage our operating expense infrastructure. In addition, the geographic distribution and quality of the assets acquired will enhance our advertising platform and further complement our national advertiser strategies. For the nine months ended September 30, 2014 and the year ended December 31, 2013, the Acquired Business generated revenue of $152.1 million and $206.3 million, respectively. See “The Acquisition.”

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History

Our corporate history can be traced back to companies that helped to pioneer the growth of out-of-home advertising in the United States, such as Outdoor Systems, Inc., 3M National, Gannett Outdoor and TDI Worldwide Inc. In 1996, a predecessor of CBS acquired TDI Worldwide Inc., which specialized in transit advertising. Three years later, a predecessor of CBS acquired Outdoor Systems, Inc., which represented the consolidation of the outdoor advertising assets of large national operators such as 3M National, Gannett Outdoor (and its Canadian assets held in the name Mediacom) and Vendor (a Mexican outdoor advertising company) and many local operators in the United States, Canada and Mexico. In 2008, a subsidiary of CBS expanded our business into South America through the acquisition of International Outdoor Advertising Holdings Co., which operated in Argentina, Brazil, Chile and Uruguay. The company that we are today represents the hard-to-replicate combination of the assets of all of these businesses, as well as other acquisitions and internally developed assets.

On April 2, 2014, we completed an initial public offering (the “IPO”) of our common stock. On April 16, 2014, CBS received a private letter ruling from the Internal Revenue Service (the “IRS”) with respect to certain issues relevant to our ability to qualify as a REIT. On July 16, 2014, CBS completed the CBS Exchange Offer, and in connection with the CBS Exchange Offer, CBS disposed of all of its shares of our common stock. On July 16, 2014, in connection with the Separation, we ceased to be a member of the CBS consolidated tax group, and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for our tax year commencing July 17, 2014 and ending December 31, 2014.

On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.”, and its common stock began trading on the New York Stock Exchange under its new ticker symbol “OUT”.

Business Strengths

Large-Scale Out-of-Home Advertising Platform. We believe our large-scale portfolio of advertising structures and sites, which will be increased by the Acquisition, provides a compelling value proposition to our customers because of our national footprint, large market presence and strategically placed assets in high-traffic locations. A number of our displays are located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. The size of our portfolio provides us with economies of scale that allow us to operate, invest and grow our business in an efficient manner. For example, it allows us to cost-effectively roll out new technologies, such as digital billboard displays, and to efficiently service our customers’ campaigns through enhanced audience delivery, measurement and reporting capabilities.

Out-of-Home Advertising Is an Impactful and Cost-Effective Medium. Unlike other types of media, such as television, radio and the Internet, out-of-home advertising is ALWAYS ON™. It cannot be turned off, skipped or fast-forwarded. We believe that this helps our customers to better reach their target audiences. In addition, using out-of-home advertising can be a cost-effective way for advertisers to reach an audience relative to other forms of media; in 2012, outdoor advertising had an average cost per thousand impressions or “CPM” of $5.22 (i.e., on average, advertisers pay $5.22 for every thousand views of their advertisements on out-of-home advertising structures and sites), as compared with $14.98 for television and $35.50 for newspapers, according to a 2013 SNL Kagan report on Economics of Outdoor & Out-of-Home Advertising.

Significant Presence in Large Metropolitan Markets. Our portfolio includes advertising structures and sites in all of the 25 largest markets in the United States, covering approximately 50% of the U.S. population. We believe that our positions in major metropolitan markets, such as New York City, Los Angeles, Chicago,

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Washington, D.C. and San Francisco, are desirable to customers wishing to reach large audiences. We believe that our strong positions in these markets provide us with an advantage in attracting national advertising campaigns and enable us to take advantage of increased urbanization within the United States. Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. The addition of the Acquired Business will enhance our presence in major metropolitan markets and provide more opportunities to attract national advertising campaigns. For each of the nine months ended September 30, 2014 and the year ended December 31, 2013, we generated approximately 40% of our U.S. revenues from national advertising campaigns. Many of our advertising displays are located in strategic locations with limited supply, including the Bay Bridge in San Francisco, Sunset Boulevard in Los Angeles, and both Grand Central Station and Times Square in New York.

Diverse and Long-Standing Customer Base. Our revenues are derived from a broad, diverse set of national, regional and local customers across a range of industries. During the year ended December 31, 2013, in the United States, we served approximately 19,700 customers and no single customer contributed more than 1.7% of our revenues. Our broad customer base includes companies in the entertainment, retail, healthcare, telecom, restaurant, financial services, travel and leisure and automotive industries. For the nine months ended September 30, 2014, in the United States, no single industry contributed more than 9% of our revenues. For the year ended December 31, 2013, in the United States, no single industry contributed more than 10% of our revenues. Many of our customers have utilized out-of-home advertising for decades and have been our customers for many years.

Strong Profitability and Significant Cash Flow Generation. Our business has been highly profitable and has generated significant cash flows. In the nine months ended September 30, 2014, our U.S. Adjusted OIBDA margin was 35%. In 2013, our U.S. Adjusted OIBDA margin was 36%. We also benefit from significant operating leverage due to our high proportion of fixed costs, which allows us to generate significant OIBDA and cash flows from incremental revenues. In the nine months ended September 30, 2014, we generated cash flows from operating activities of $184.5 million. In 2013, we generated cash flows from operating activities of $278.4 million. In addition, most of our capital expenditures are directed towards new revenue-generating projects, such as the conversion of traditional static billboard displays to digital billboard displays.

Experienced Management. Members of our management team have served as ambassadors for the promotion of out-of-home advertising as a preferred advertising medium, and we believe that they have been instrumental in the development of industry-wide initiatives to improve audience measurement and targeting capabilities. Our management team includes members of the board and committees of the Outdoor Advertising Association of America and other personnel who are closely involved in advocacy for constituents of the out-of-home advertising industry, including advertisers, consumers and communities.

Growth Strategy

Continued Conversion to Digital Billboard Displays. Increasing the number of digital billboard displays in our most heavily trafficked locations is an important element of our organic growth strategy, as digital billboard displays have the potential to attract additional business from both new and existing customers. Digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays, and digital billboard displays generate higher profits and cash flows than traditional static billboard displays. In addition, digital billboard displays are attractive to our customers because they allow for the development of richer and more visually engaging messages and provide our customers with the flexibility both to target audiences by time of day and to quickly launch new advertising campaigns. As of September 30, 2014, we had 459 digital billboard displays in the United States, representing less than 1% of our total billboard displays in the United States. At the completion of the Acquisition, we added 16 digital assets. As the costs to

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convert traditional static billboard displays to digital billboard displays have declined, we have accelerated our conversion efforts, adding approximately 113 digital billboard displays during the nine months ended September 30, 2014, approximately 110 digital billboard displays in each of 2013 and 2012 and approximately 70 digital billboard displays in 2011. We intend to spend a significant portion of our capital expenditures in the coming years to continue to increase the number of digital billboard displays in our portfolio.

Drive Enhanced Revenue Management. We focus heavily on inventory management and advertising rate pricing to improve revenue yield over time across our portfolio of advertising structures and sites. By carefully managing our pricing on a market-by-market and display-by-display basis, we aim to improve profitability. We believe that closely monitoring pricing and improving pricing discipline will provide strong potential revenue enhancement.

Increased Use of Social Media and Mobile Technology Engagement. We believe there is potential for growth in the reach and effectiveness of out-of-home advertising through increased use of social media and mobile technology engagement. In the coming years, we intend to pursue these opportunities, including through possible strategic alliances and partnerships with social media and mobile technology companies.

Consider Selected Acquisition Opportunities. As part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses and assets. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small “tuck-in” transactions to larger acquisitions. See “—The Acquisition”. There can be no assurances that any transactions currently being evaluated will be consummated or, if consummated, that such transactions would prove beneficial to us.

Our national footprint in the United States and significant presence in Canada and the countries in which we operate in Latin America provide us with an attractive platform on which to add additional advertising structures and sites. Our scale gives us advantages in driving additional revenues and reducing operating costs from acquired billboards. We believe that there is significant opportunity for additional industry consolidation, and we will evaluate opportunities to acquire additional advertising businesses and structures and sites on a case-by-case basis.

Encourage Adoption of New Audience Measurement Systems. We believe that the accelerated adoption of the out-of-home advertising industry’s audience measurement system, the TAB Out-of-Home Ratings, will enhance the value of out-of-home advertising media by providing our customers with improved audience measurement and the ability to target by gender, age, ethnicity and income. We believe that by providing a consistent and reliable audience measurement metric comparable to those used by other media formats, the TAB Out-of-Home Ratings encourages the incorporation of out-of-home advertising media by independent marketing specialists and advertising agencies that increasingly rely on analytical models to design marketing campaigns.

Our Advertising Structures and Sites

Our advertising structures and sites are geographically diversified across 39 states and seven countries, as well as Washington D.C. and Puerto Rico. The following tables set forth information regarding the geographic diversification of our advertising structures and sites, which are listed in order of contributions to total revenue, information regarding the geographic diversification of the portfolio of outdoor advertising assets that constitute the Acquired Business and information regarding our advertising structures and sites combined with those of the Acquired Business.

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The Company

	Percentage of Revenues for the Year Ended December 31, 2013												Number of Displays as of December 31, 2013
Location (Metropolitan Area)	Static Billboard Displays			Digital Billboard Displays			Transit and Other Displays			Total Displays			Static Billboard Displays		Digital Billboard Displays		Transit and Other Displays		Total		Percentage of Total Displays
New York, NY		3	%		9	%		52	%		17	%		164		6		168,435		168,605		47	%
Los Angeles, CA		11	%		5	%		13	%		11	%		3,829		6		41,268		45,103		13	%
State of New Jersey		5	%		11	%		<1	%		4	%		4,102		19		—		4,121		1	%
Miami, FL		4	%		3	%		2	%		3	%		1,038		13		12,801		13,852		4	%
Houston, TX		5	%		2	%		<1	%		3	%		1,205		8		—		1,213		<1	%
Detroit, MI		4	%		8	%		1	%		3	%		2,353		22		13,483		15,858		4	%
Washington, D.C.		<1	%		—			10	%		3	%		11		—		19,761		19,772		6	%
San Francisco, CA		3	%		9	%		1	%		3	%		1,442		13		545		2,000		1	%
Atlanta, GA		2	%		7	%		3	%		3	%		2,418		35		16,361		18,814		5	%
Chicago, IL		3	%		2	%		<1	%		3	%		956		7		—		963		<1	%
Dallas, TX		3	%		5	%		1	%		3	%		723		18		294		1,035		<1	%
Tampa, FL		3	%		5	%		<1	%		2	%		1,678		25		—		1,703		<1	%
Phoenix, AZ		2	%		6	%		1	%		2	%		1,831		47		3,120		4,998		1	%
Orlando, FL		2	%		3	%		<1	%		2	%		1,548		15		—		1,563		<1	%
St. Louis, MO		2	%		2	%		<1	%		1	%		1,455		11		—		1,466		<1	%
All Other United States and Puerto Rico		32	%		22	%		5	%		24	%		19,968		128		8,851		28,947		8	%
Total United States		85	%		99	%		91	%		87	%		44,721		373		284,919		330,013		93	%
Canada		7	%		1	%		5	%		7	%		6,036		18		8,327		14,381		4	%
Mexico		5	%		—			1	%		3	%		4,656		1		87		4,744		1	%
South America		3	%		—			3	%		3	%		2,402		—		4,648		7,050		2	%
Total International		15	%		1	%		9	%		13	%		13,094		19		13,062		26,175		7	%
Total		100	%		100	%		100	%		100	%		57,815		392		297,981		356,188		100	%
Total revenues (in millions)	$	852.5		$	73.2		$	368.3		$	1,294.0

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The Company and the Acquired Business Combined

Number of Displays as of December 31, 2013
Location (Metropolitan Area)	Static Billboard Displays (Acquired Business)		Static Billboard Displays (Combined)		Digital Billboard Displays (Acquired Business)		Digital Billboard Displays (Combined)		Transit and Other Displays (Acquired Business)		Transit and Other Displays (Combined)		Total (Acquired Business)		Total (Combined)		Percentage of Total Displays (Acquired Business)			Percentage of Total Displays (Combined)
New York, NY		266		430		12		18		4,613		173,048		4,891		173,496		54	%		47	%
Los Angeles, CA		611		4,440		3		9		331		41,599		945		46,048		10	%		13	%
State of New Jersey		—		4,102		—		19		—		—		—		4,121		—			1	%
Miami, FL		22		1,060		—		13		851		13,652		873		14,725		10	%		4	%
Houston, TX		—		1,205		—		8		—		—		—		1,213		—			<1	%
Detroit, MI		—		2,353		—		22		—		13,483		—		15,858		—			4	%
Washington, D.C.		15		26		—		—		58		19,819		73		19,845		<1	%		5	%
San Francisco, CA		46		1,488		—		13		219		764		265		2,265		3	%		1	%
Atlanta, GA		—		2,418		—		35		—		16,361		—		18,814		—			5	%
Chicago, IL		44		1,000		—		7		643		643		687		1,650		8	%		<1	%
Dallas, TX		7		730		—		18		—		294		7		1,042		<1	%		<1	%
Tampa, FL		—		1,678		—		25		—		—		—		1,703		—			<1	%
Phoenix, AZ		—		1,831		—		47		—		3,120		—		4,998		—			1	%
Orlando, FL		—		1,548		—		15		—		—		—		1,563		—			<1	%
St. Louis, MO		—		1,455		—		11		—		—		—		1,466		—			<1	%
All Other United States and Puerto Rico		61		20,029		—		128		1,337		10,188		1,398		30,345		15	%		8	%
Total United States		1,072		45,793		15		388		8,052		292,971		9,139		339,152		100	%		93	%
Canada		—		6,036		—		18		—		8,327		—		14,381		—			4	%
Mexico		—		4,656		—		1		—		87		—		4,744		—			1	%
South America		—		2,402		—		—		—		4,648		—		7,050		—			2	%
Total International		—		13,094		—		19		—		13,062		—		26,175		—			7	%
Total		1,072		58,887		15		407		8,052		306,033		9,139		365,327		100	%		100	%

Our Industry

Advertisers utilize out-of-home media to reach national, regional and local audiences in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes, as well as throughout municipal transit systems. In 2013, out-of-home advertising spending in the United States totaled $7.9 billion, or 4.7% of the $167.3 billion that was spent across all U.S. major media categories, according to a 2014 Zenith Optimedia study on Advertising Expenditure Forecasts. Based on this study, since 2002, out-of-home advertising spending in the United States has increased at a 4.38% compound annual growth rate, has increased as a percentage of total media spending from 3.5% to 4.7% and is projected to continue gaining market share.

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According to the report, out-of-home advertising spending in the United States is expected to grow at a compound annual growth rate of 4.8% from 2013 through 2016, and growth is expected to be 11.3% over the same time period for Latin America.

Out-of-home advertising is conducted through the following types of advertising structures and sites:

Billboards. Out-of-home advertising companies generally own billboards, which are located on sites leased through agreements with property owners. Billboard displays can be either static or digital and can come in a variety of forms, including on freestanding billboards and on the exterior and roofs of buildings. Billboards are generally classified by size as bulletins, posters or junior posters:

• Bulletins vary in size and are most typically 14 feet high and 48 feet wide. Located along primary commuting routes, including major expressways and main intersections, bulletins garner high monthly rental rates because of their size and impact in highly trafficked areas.

• Posters vary in size and are most typically 10 feet 5 inches high and 22 feet 8 inches wide, while junior posters are most typically 5 feet high and 11 feet wide. Located in commercial areas and near point-of-purchase locations, posters and junior posters are highly visible to vehicular traffic and are often placed in local neighborhoods where bulletins are not permitted under zoning laws.

Digital billboard displays represent approximately 1.4% of the current out-of-home billboard market with 5,200 displays, according to the Outdoor Advertising Association of America. The digital billboard display market is a targeted growth opportunity for many of the out-of-home advertising industry’s major participants. Digital billboard displays eliminate the need to physically change advertisement material, thereby resulting in reduced production costs. Digital billboard displays have also been met with high demand from advertisers due to the increased consumer engagement they allow in comparison to traditional out-of-home advertising mediums.

Transit and Other. Advertising displays are also placed on the interior and exterior of rail and subway cars and buses, as well as on benches, trains, trams, transit shelters, urban panels (i.e., smaller-sized billboards located at transit entrances), street kiosks and transit platforms. Out-of-home advertising companies generally hold multiyear contracts with municipalities and transit operators for the exclusive right to display advertising copy on their properties.

Our Tax Status

On April 16, 2014, CBS received a private letter ruling from the IRS with respect to certain issues relevant to our ability to qualify as a REIT. On July 16, 2014, we ceased to be a member of the CBS consolidated tax group and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014.

As long as we remain qualified to be taxed as a REIT, we generally will not be subject to U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. If we fail to qualify to be taxed as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and will be precluded from re-electing to be taxed as a REIT for the subsequent four taxable years following the year during which we lose our REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income or property, and the income of our taxable REIT subsidiaries (“TRSs”) will be subject to taxation at regular corporate rates. Our qualification to be taxed as a REIT will depend upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue

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Code of 1986, as amended (the “Code”), related to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our shares. We believe we are organized in conformity with the requirements for qualification and taxation as a REIT under the Code and that our manner of operation will enable us to meet the requirements for qualification and taxation as a REIT.

In order to comply with certain REIT qualification requirements, on October 29, 2014, our board of directors approved the E&P Purge, comprised of a special dividend of approximately $547.7 million, or $4.56 per share of common stock outstanding on the record date. The special dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. Stockholders had the right to elect to receive the special dividend in the form of either cash or shares of our common stock, however the aggregate amount of cash to be distributed will be $109.5 million, or 20% of the special dividend, with the balance of the special dividend payable in the form of common stock. Those electing cash will receive $1.34 in cash plus 0.1216 shares of our common stock, per share of common stock held on the record date, which together represents $4.56 per share of common stock. Those electing stock or not making an election will receive 0.1722 shares of our common stock, per share of common stock held on the record date, which represents $4.56 per share of common stock. We will issue approximately 16.5 million new shares of our common stock on December 31, 2014 in connection with the special dividend. The number of shares to be issued was determined based on the volume weighted average price of our common stock for the three trading days commencing on December 16, 2014, or $26.4974 per share. A portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

Prior to the Separation, we were a member of CBS’s consolidated tax group and were taxable as a regular domestic C corporation for U.S. federal income tax purposes (i.e., we were subject to taxation at regular corporate rates). Pursuant to the tax matters agreement that we entered into with CBS, we are liable to pay CBS for any taxes imposed on or related to us while we were a member of the CBS consolidated tax group. The tax matters agreement also separately allocates among the parties any tax liability arising as a result of any failure of the Separation to qualify as a tax-free transaction based on actions taken during the two-year period following the Separation. After the Separation, CBS ceased to own at least 80% of our outstanding common stock, and as a result, we were no longer a member of CBS’s consolidated tax group.

Distribution Policy

On April 28, 2014, we announced that our board of directors had authorized a quarterly cash dividend of $0.37 per share on our common stock, which was paid on June 30, 2014 to stockholders of record at the close of business on June 9, 2014. On August 6, 2014, we announced that our board of directors had authorized a quarterly cash dividend of $0.37 per share on our common stock, which was paid on September 30, 2014 to stockholders of record at the close of business on September 9, 2014. On October 29, 2014, we announced that our board of directors had authorized a quarterly cash dividend $0.37 per share on our common stock, which was paid on December 15, 2014 to stockholders of record at the close of business on November 18, 2014. On October 29, 2014, our board of directors approved a special dividend of approximately $547.7 million to our stockholders in connection with our conversion to a REIT, which is payable on December 31, 2014, to stockholders of record on November 20, 2014. See “—Our Tax Status.” These dividend amounts are based on our historical results of operations and cash flows, and our pro forma results of operations. We believe this financial information provides a reasonable basis to evaluate our ability to pay future dividends.

U.S. federal income tax law generally requires that, to maintain our status as a REIT, we must distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and

9

excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our taxable income. We intend to pay regular quarterly distributions to holders of our common stock in an amount not less than 100% of our REIT taxable income (determined before the deduction for dividends paid).

Distributions that we make will be authorized and determined by our board of directors in its sole discretion out of assets legally available therefor. While we anticipate maintaining relatively stable distribution(s) during each year, the amount, timing and frequency of distributions will be at the sole discretion of the board of directors, and distributions will be declared based upon various factors, including but not limited to: the amount of the E&P Purge, future taxable income, limitations contained in debt instruments, debt service requirements, operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on our ability to use cash generated in the TRSs to fund distributions and applicable law. We may need to increase our borrowings in order to fund our intended distributions. We expect that, at least initially, our distributions may exceed our net income under GAAP, due, in part, to noncash expenses included in net income (loss).

We anticipate that our distributions generally will be taxable as ordinary income to our stockholders, although we may designate a portion of the distributions as qualified dividend income or capital gain dividends and a portion of the distributions may constitute a return of capital or be taxable as capital gain. We will furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income dividends, return of capital, qualified dividends, income or capital gain dividends or nondividend distributions. Our debt agreements permit us to make cash distributions in order to maintain our status as a REIT, subject to certain conditions.

Corporate Information

Our principal executive offices are located at 405 Lexington Avenue, 17th Floor, New York, NY 10174. Our telephone number is (212) 297-6400.

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The Exchange Offer

The Exchange Offer This is an offer to exchange, in denominations of $2,000 and multiples of $1,000 in excess thereof, exchange notes for like amounts of original notes. The exchange notes are substantially identical to the applicable series of original notes, except that the exchange notes generally will be freely transferable. Based upon interpretations by the staff of the Securities and Exchange Commission, or the SEC, set forth in no action letters issued to unrelated third parties, we believe that you can transfer the exchange notes without complying with the registration and prospectus delivery provisions of the Securities Act if you:

• acquire the exchange notes in the ordinary course of your business;

• are not and do not intend to become engaged in a distribution of the exchange notes;

• are not an “affiliate” (within the meaning of the Securities Act) of ours;

• are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes from us or our affiliates; and

• are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes in a transaction as part of its market-making or other trading activities.

If any of these conditions are not satisfied and you transfer any exchange note without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. See “The Exchange Offer—Purpose of the Exchange Offer.”

Registration Rights Agreements Under registration rights agreements applicable to the original notes, we have agreed to use our commercially reasonable best efforts to consummate the exchange offer or cause the original notes to be registered under the Securities Act to permit resales. If we are not in compliance with our obligations under the registration rights agreements, additional interest will accrue on the original notes in addition to the interest that otherwise is due on the original notes. If the exchange offer is completed on the terms and within the time period contemplated by this prospectus, no additional interest beyond the interest that otherwise is due on the original notes will be payable on the original notes. The exchange notes will not contain any provisions regarding the payment of additional interest. See “The Exchange Offer—Additional Interest.”

Minimum Condition This exchange offer is not conditioned on any minimum aggregate principal amount of any series of original notes being tendered in the exchange offer.

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Expiration Date The exchange offer will expire at 9:00 a.m., New York City time, on                 , 2014, unless we extend it with respect to any series of original notes.

Exchange Date We will accept original notes for exchange at the time when all conditions of the exchange offer are satisfied or waived. We will deliver the exchange notes promptly after we accept the original notes.

Conditions to the Exchange Offer Our obligation to complete the exchange offer is subject to certain conditions. See “The Exchange Offer—Conditions to the Exchange Offer.” We reserve the right to terminate or amend this exchange offer at any time prior to the expiration date upon the occurrence of certain specified events.

Withdrawal Rights You may withdraw the tender of your original notes at any time before the expiration of this exchange offer on the expiration date. Any original notes not accepted for any reason will be returned to you without expense as promptly as practicable after the expiration or termination of this exchange offer.

Procedures for Tendering Original Notes See “The Exchange Offer—How to Tender.”

United States Federal Income Tax Consequences Your exchange of an original note for an exchange note of the corresponding series will not constitute a taxable exchange and you will not recognize any taxable income, gain or loss upon the receipt of an exchange note pursuant to the exchange offer. See “United States Federal Income Tax Consequences.”

Effect on Holders of Original Notes If this exchange offer is completed on the terms and within the period contemplated by this prospectus, holders of original notes will have no further registration or other rights under the registration rights agreements, except under limited circumstances. See “The Exchange Offer—Other.”

Holders of original notes who do not tender their original notes will continue to hold those original notes. All untendered, and tendered but unaccepted original notes, will continue to be subject to the transfer restrictions provided for in the original notes and the indentures. To the extent that original notes are tendered and accepted in this exchange offer, the trading market, if any, for the applicable series of original notes could be adversely affected. See “Risk Factors—Risks Related to the Exchange Offer—You may not be able to sell your original notes if you do not exchange them for registered exchange notes in the exchange offer,” “Risk Factors—Risks Related to the Exchange Offer—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer” and “The Exchange Offer—Other.”

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Appraisal Rights Holders of original notes do not have appraisal or dissenters’ rights under applicable law or the applicable indenture. See “The Exchange Offer—Terms of the Exchange Offer.”

Use of Proceeds We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer.

Exchange Agent Deutsche Bank Trust Company Americas, the trustee under the indentures, is serving as the exchange agent in connection with this exchange offer.

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Terms of the Exchange Notes

Issuers Finance LLC and Finance Corp.

Exchanges Notes $550,000,000 aggregate principal amount of 5.250% Senior Notes due 2022.

$400,000,000 aggregate principal amount of 5.625% Senior Notes due 2024.

$450,000,000 aggregate principal amount of 5.875% Senior Notes due 2025.

Maturity Date The 2022 exchange notes will mature on February 15, 2022.

The 2024 exchange notes will mature on February 15, 2024.

The 2025 exchange notes will mature on March 15, 2025.

Interest The 2022 exchange notes will bear interest at a rate of 5.250% per annum, the 2024 exchange notes will bear interest at rate of 5.625% per annum and the 2025 exchange notes will bear interest at a rate of 5.875% per annum.

Interest Payment Dates Interest is payable on the 2022 exchange notes on May 15 and November 15 of each year, commencing on May 15, 2014.

Interest is payable on the 2024 exchange notes on May 15 and November 15 of each year, commencing on May 15, 2014.

Interest is payable on the 2025 exchange notes on March 15 and September 15 of each year, commencing on March 15, 2015.

At maturity, the Issuers will pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for.

Guarantees The exchange notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect subsidiaries that guarantees the Senior Credit Facilities. If the Issuers cannot make payments on the exchange notes when they are due, the Guarantors must make the payments instead. Each of the entities comprising the Acquired Business (other than joint ventures) are Guarantors.

Ranking The exchange notes and the guarantees will be the senior unsecured obligations of the Issuers and the Guarantors. The exchange notes will rank:

• pari passu in right of payment with each Issuer’s existing and future senior indebtedness, including the Senior Credit Facilities;

• senior in right of payment to each Issuer’s future subordinated indebtedness;

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• effectively subordinated to all secured indebtedness of each Issuer (including the Senior Credit Facilities) to the extent of the value of the assets securing such indebtedness; and

• structurally subordinated to all existing and future indebtedness and liabilities of the Issuers’ subsidiaries that do not guarantee the notes.

Each of the guarantees will rank:

• pari passu in right of payment with each Guarantor’s existing and future senior indebtedness, including the guarantees under the Senior Credit Facilities;

• senior in right of payment to each Guarantor’s future subordinated indebtedness;

• effectively subordinated to all secured indebtedness of each Guarantor (including the guarantees under the Senior Credit Facilities) to the extent of the value of the assets securing such indebtedness; and

• structurally subordinated to all existing and future indebtedness and liabilities of the Guarantors’ subsidiaries (other than the Issuers in the case of the Company) that do not guarantee the notes.

As of September 30, 2014, on a pro forma basis, after giving effect to the Acquisition and the Acquisition Borrowings, we would have had consolidated secured indebtedness of approximately $798.2 million.

Our non-guarantor subsidiaries (other than the Issuers) accounted for approximately $116.4 million, or 12%, of our total revenue and approximately $16.9 million, or 6%, of our Adjusted OIBDA, in each case, for the nine months ended September 30, 2014, and approximately $163.9 million, or 13%, of our total revenue and approximately $29.1 million, or 7%, of our Adjusted OIBDA, in each case, for the year ended December 31, 2013. In addition, our non-guarantor subsidiaries (other than the Issuers) accounted for approximately $352.2 million and approximately $383.6 million, or 10% and 11%, of our total assets as of September 30, 2014 and December 31, 2013, respectively.

On a pro forma basis, after giving effect to the Acquisition and the Acquisition Borrowings, our non-guarantor subsidiaries (other than the Issuers) accounted for approximately $116.4 million, or 10%, of our total revenue and approximately $16.9 million, or 5%, of our Adjusted OIBDA, in each case, for the nine months ended September 30, 2014, and approximately $163.9 million, or 11%, of our total revenue and approximately $29.1 million, or 7%, of our Adjusted OIBDA, in each case, for the year ended December 31, 2013. In addition, on a pro forma basis, after giving effect to the Acquisition and the Acquisition Borrowings, our non-guarantor subsidiaries (other than the Issuers) accounted for approximately $383.6 million, or 9% of our total assets as of September 30, 2014.

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Optional Redemption With respect to the 2022 notes:

The Issuers may redeem some or all of the 2022 notes at any time, or from time to time, on or after February 15, 2017 at the prices and as described under the caption “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Optional Redemption,” together with accrued and unpaid interest, if any, to the date of redemption.

Prior to February 15, 2017, the Issuers may redeem up to 35% of the aggregate principal amount of the 2022 notes issued under the 2022 & 2024 indenture, in an amount not to exceed the net cash proceeds from certain equity offerings, at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that at least 65% of the aggregate principal amount of the 2022 notes originally issued under the 2022 & 2024 indenture remains outstanding after such redemption.

In addition, the Issuers may redeem some or all of the 2022 notes at any time, or from time to time, prior to February 15, 2017, at a price equal to 100% of the principal amount of the notes to be redeemed, plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to the date of redemption.

With respect to the 2024 notes:

The Issuers may redeem some or all of the 2024 notes at any time, or from time to time, on or after February 15, 2019, at the prices and as described under the caption “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Optional Redemption,” together with accrued and unpaid interest, if any, to the date of redemption.

Prior to February 15, 2017, the Issuers may redeem up to 35% of the aggregate principal amount of the 2025 notes issued under the 2022 & 2024 indenture, in an amount not to exceed the net cash proceeds from certain equity offerings, at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that at least 65% of the aggregate principal amount of the 2024 notes originally issued under the 2022 & 2024 indenture remains outstanding after such redemption.

In addition, the Issuers may redeem some or all of the 2024 notes at any time, or from time to time, prior to February 15, 2019, at a price equal to 100% of the principal amount of the notes to be redeemed, plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to the date of redemption.

With respect to the 2025 notes:

The Issuers may redeem some or all of the 2025 notes at any time, or from time to time, on or after September 15, 2019, at the prices and as

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described under the caption “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Optional Redemption,” together with accrued and unpaid interest, if any, to the date of redemption.

Prior to September 15, 2017, the Issuers may redeem up to 35% of the aggregate principal amount of the 2025 notes issued under the 2025 indenture, in an amount not to exceed the net cash proceeds from certain equity offerings, at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that at least 65% of the aggregate principal amount of the 2025 notes originally issued under the 2025 indenture remains outstanding after such redemption.

In addition, the Issuers may redeem some or all of the 2025 notes at any time, or from time to time, prior to September 15, 2019, at a price equal to 100% of the principal amount of the notes to be redeemed, plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to the date of redemption.

Change of Control Offer If we experience a change of control accompanied by a decline in the rating of either series of exchange notes, each holder of such series of exchange notes will have the right to require us to repurchase all or any part of their exchange notes of such series at a purchase price of 101% of the aggregate principal amount of such exchange notes, plus accrued and unpaid interest, if any, to the applicable repurchase date. See “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Repurchase at the Option of Holders—Change of Control.”

Asset Sale Offer If the Company or its restricted subsidiaries sell assets under certain circumstances and do not apply the proceeds as provided in “Description of the Exchange Notes,” the Company or any restricted subsidiary must use the excess proceeds from such asset sales to offer to repurchase the exchange notes at a repurchase price equal to 100% of the principal amount of the exchange notes repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date. See “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Repurchase at the Option of Holders—Asset Sales.”

Certain Covenants The 2022 & 2024 indenture and 2025 indenture each contain covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to:

• incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock;

• pay dividends on, repurchase or make distributions in respect of the Company’s or Finance LLC’s capital stock or make other restricted payments;

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• make certain investments or acquisitions;

• sell, transfer or otherwise convey certain assets;

• create liens;

• enter into sale/leaseback transactions;

• enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers;

• consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s or its subsidiaries’ assets;

• enter into transactions with affiliates;

• prepay certain kinds of indebtedness; and

• issue or sell stock of the Company’s subsidiaries.

These covenants are subject to important exceptions and qualifications, which are described under “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Repurchase at the Option of Holders—Asset Sales” and “Description of the Exchange Notes—Certain Covenants.”

Use of Proceeds We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. See “Use of Proceeds.”

Risk Factors Participating in the exchange offer involves risks. You should carefully read and consider the information set forth under “Risk Factors,” beginning on page 18, and all other information in this prospectus before participating in the exchange offer.

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Summary Financial Data

The following table sets forth our summary historical combined consolidated financial data for the periods indicated. The summary historical consolidated statements of operations and cash flow data for the nine months ended September 30, 2014 and 2013 and the summary historical consolidated balance sheet data at September 30, 2014 have been derived from our unaudited historical consolidated financial statements, which are included elsewhere in this prospectus. The summary historical combined consolidated statements of operations and cash flow data for each of the years ended December 31, 2013, 2012 and 2011 and the summary historical combined consolidated balance sheet data as of December 31, 2013 and 2012 have been derived from our audited combined consolidated financial statements for such years, which are included elsewhere in this prospectus. The summary historical combined consolidated balance sheet information as of December 31, 2011 has been derived from our audited combined consolidated financial statements, which are not included in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as our audited combined consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this information. The summary historical consolidated statements of operations and cash flow data for the nine months ended September 30, 2014 and the summary historical consolidated balance sheet data at September 30, 2014 are not necessarily indicative of the results to be expected for the year ended December 31, 2014 or for any future period. The summary pro forma condensed consolidated statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 and the summary pro forma condensed consolidated balance sheet information as of September 30, 2014 have been derived from our unaudited pro forma condensed consolidated financial statements, included elsewhere in this prospectus.

The summary unaudited pro forma condensed consolidated statements of operations and balance sheet, as well as the calculations of pro forma FFO and AFFO, have been adjusted to reflect the IPO, our REIT election, the E&P Purge, the consummation of the Acquisition and the Acquisition Borrowings. The summary unaudited pro forma condensed consolidated balance sheet at September 30, 2014 is presented as if each of these events, except for the IPO, which was completed on April 2, 2014, and the REIT election, which was effective July 17, 2014, occurred at September 30, 2014. The summary unaudited pro forma condensed consolidated statement of operations and the calculations of unaudited pro forma FFO and AFFO for the year ended December 31, 2013 and the summary unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2014 are presented as if each of these events had occurred on January 1, 2013 and also include pro forma adjustments to reflect a full period of incremental costs associated with operating as a stand-alone public company, interest expense relating to the Formation Borrowings incurred on January 31, 2014 and dilution from the conversion of outstanding CBS RSUs (as defined herein) to our RSUs in connection with the IPO and the conversion of outstanding stock options to purchase CBS Class B common stock to our stock options to purchase our common stock in connection with the Separation. The summary unaudited pro forma condensed consolidated financial data are presented for information purposes only, are based on currently available information and are not necessarily indicative of our financial position or results of operations that would have occurred had the factors listed above taken place on the applicable dates, nor are they necessarily indicative of future results. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The actual adjustments may differ from the pro forma adjustments, and the differences may be material.

Our historical combined consolidated financial data for each of the years presented and for the nine months ended September 30, 2013 have been presented on a “carve-out” basis from CBS’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to CBS’s Outdoor Americas operating segment and include allocations of expenses from CBS. These allocations reflect significant assumptions, and the selected historical combined consolidated financial information set forth below and the financial statements included elsewhere in this prospectus do not necessarily reflect what our results of

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operations, financial condition or cash flows would have been if we had operated as a stand-alone company during the periods presented, and, accordingly, such information should not be relied upon as an indicator of our future performance, financial condition or liquidity.

You should read the following information together with “Risk Factors,” “Use of Proceeds,” “Selected Combined Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “the Acquisition” and our consolidated financial statements and notes thereto included elsewhere in this prospectus.

	Nine Months Ended September 30,			Nine Months Ended September 30,						Year Ended December 31,
	Pro Forma(c)			Historical						Pro Forma(c)			Historical
	2014			2014			2013			2013			2013			2012			2011
(in millions)
Statement of Operations data:
Revenues	$	1,110.9		$	958.8		$	950.1		$	1,500.3		$	1,294.0		$	1,284.6		$	1,277.1
Less:
Operating, selling, general and administrative expenses		795.7			666.0			645.5			1,072.4			879.2			876.2			862.8
Adjusted OIBDA(a)		315.2			292.8			304.6			427.9			414.8			408.4			414.3
Less:
Stock-based compensation		13.8			7.4			5.8			7.4			7.5			5.7			5.0
Restructuring charges		6.9			6.2			—			—			—			2.5			3.0
Acquisition costs		—			1.4			—			—			—			—			—
Net (gain) loss on dispositions		(1.4	)		(1.4	)		(9.8	)		(27.2	)		(27.3	)		2.2			2.0
Depreciation		81.8			79.3			78.3			107.8			104.5			105.9			109.0
Amortization		93.8			67.3			68.2			126.1			91.3			90.9			102.9
Operating income	$	120.3		$	132.6		$	162.1		$	213.8		$	238.8		$	201.2		$	192.4
Benefit (provision) for income taxes	$	(4.2	)	$	202.9		$	(70.5	)	$	(5.7	)	$	(96.6	)	$	(89.0	)	$	(87.8	)
Net income	$	35.4		$	279.1		$	93.5		$	101.6		$	143.5		$	113.4		$	107.1
FFO(b)				$	409.3		$	216.8		$	279.9		$	299.5		$	288.0		$	296.1
AFFO(b)				$	166.1		$	196.4		$	273.3		$	259.9		$	271.2		$	316.2
Balance Sheet data (at period end):
Property and equipment, net	$	754.4		$	704.4								$	755.4		$	807.9		$	858.2
Total assets	$	4,035.6		$	3,522.8								$	3,355.5		$	3,464.9		$	3,603.0
Current liabilities	$	256.3		$	237.9								$	212.2		$	205.6		$	196.7
Long-term debt	$	2,198.5		$	1,598.2								$	—		$	—		$	—
Total stockholders’ equity/invested equity	$	1,459.8		$	1,567.0								$	2,754.4		$	2,843.9		$	2,990.6
Cash Flow data:
Cash flow provided by operating activities(d)				$	184.5		$	178.7					$	281.1		$	305.9		$	340.1
Capital expenditures(d): Growth(d)				$	28.2		$	27.3					$	37.2		$	34.2		$	28.2
Maintenance(d)					15.4			14.2						23.7			14.0			15.4
Total capital expenditures(d)				$	43.6		$	41.5					$	60.9		$	48.2		$	43.6
Cash paid for taxes				$	31.4		$	75.3					$	112.8		$	96.5		$	50.9
Ratio of earnings to fixed charges(e)					1.6	x		3.2	x					3.5	x		3.2	x		3.1	x

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(a) Adjusted OIBDA is a non-GAAP financial measure. We calculate “Adjusted OIBDA” as operating income before depreciation, amortization, net (gains) losses on dispositions, stock-based compensation, restructuring charges and Acquisition costs. We use Adjusted OIBDA to evaluate our operating performance. Adjusted OIBDA is among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as it is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentation of Adjusted OIBDA, as a supplemental measure, is useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that this supplemental measure provides users with an important perspective on our operating performance and also makes it easier for users to compare our results with other companies that have different financing and capital structures or tax rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information about Adjusted OIBDA.

(b) We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets and amortization of direct lease acquisition costs, as well as the same adjustments for our equity-based investments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes costs related to the Acquisition and restructuring charges, as well as certain non-cash items, including non-real estate depreciation and amortization, deferred income taxes, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent and amortization of deferred financing costs. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information about FFO and AFFO.

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The following table presents a reconciliation of net income to FFO and AFFO:

	Nine Months Ended September 30,						Year Ended December 31,
	Historical						Pro Forma			Historical
	2014			2013			2013			2013			2012			2011
(in millions)
Net income(1)	$	279.1		$	93.5		$	103.0		$	143.5		$	113.4		$	107.1
Depreciation of billboard advertising structures		73.6			73.2			100.5			97.5			98.8			101.3
Amortization of real estate-related intangible assets		32.2			32.5			58.9			43.2			42.5			53.5
Amortization of direct lease acquisition costs		24.2			22.7			34.5			30.9			31.1			32.1
Net (gain) loss on disposition of billboard advertising structures, net of tax		(0.4	)		(5.7	)		(16.4	)		(16.4	)		1.3			1.2
Adjustment related to equity-based investments		0.6			0.6			0.8			0.8			0.9			0.9
FFO		409.3			216.8			281.3			299.5			288.0			296.1
Adjustment for deferred income taxes		(246.4	)		(8.8	)		(4.9	)		(19.4	)		(5.7	)		33.6
Cash paid for direct lease acquisition costs		(24.3	)		(24.1	)		(35.2	)		(31.6	)		(30.9	)		(31.8	)
Maintenance capital expenditures(d)		(15.4	)		(14.2	)		(25.6	)		(23.7	)		(14.0	)		(15.4	)
Restructuring charges—severance, net of tax		2.4			—			—			—			—			—
Acquisition costs, net of tax		1.3			—			—			—			—			—
Other depreciation		5.7			5.1			7.3			7.0			7.1			7.7
Other amortization		10.9			13.0			32.7			17.2			17.3			17.3
Stock-based compensation expense		10.9			5.8			7.4			7.5			5.7			5.0
Non-cash effect of straight-line rent		(0.7	)		1.0			1.0			1.2			1.2			1.0
Accretion expense		1.7			1.8			2.3			2.2			2.5			2.7
Amortization of deferred financing costs		10.7			—			8.0			—			—			—
AFFO	$	166.1		$	196.4		$	274.3		$	259.9		$	271.2		$	316.2

(1) Our net income reflects our tax status as a regular domestic C corporation for U.S. federal income tax purposes through July 16, 2014. On July 17, 2014, we began operating in a manner that will allow us to qualify to be taxed as a REIT for U.S. federal income tax purposes for our tax year commencing July 17, 2014 and ending December 31, 2014 and, therefore, our tax expense in future periods is expected to be substantially lower than it has been historically. Historically, we incurred a tax benefit of $202.9 million for the nine months ended September 30, 2014, and income tax expense of $70.5 million, $96.6 million, $89.0 million and $87.8 million for the nine months ended September 30, 2013, and the years ended December 31, 2013, 2012 and 2011, respectively, and our assumed cash paid for taxes during these periods were $31.4 million and $75.3 million in the nine months ended September 30, 2014 and 2013, respectively, and $112.8 million, $96.5 million and $50.9 million in the years ended December 31, 2013, 2012 and 2011, respectively.

(c) Pro forma amounts do not include adjustments for the cost savings expected as a result of the Acquisition. We estimate that our annualized cost savings will be approximately $28.0 million. See Note 5 under “Unaudited Pro Forma Condensed Consolidated Financial Statements” for further information.

(d) Prior period amounts have been revised to the current presentation to reflect non-cash purchases of property, plant and equipment. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cash Flows.”

(e) For the purposes of computing the ratio of earnings to fixed charges, earnings consist of income before benefit (provision) for income taxes and equity in earnings of investee companies plus fixed charges and distributions from investee companies. Fixed charges consist of interest expensed, amortization of deferred financing costs and debt discount, and estimated interest within rental expense.

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RISK FACTORS

Investment in the notes involves risks. In addition to other information contained in this prospectus, you should carefully consider the following factors before acquiring the notes offered by this prospectus. The occurrence of any of the following risks might cause you to lose all or a part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Business and Operations

Our business is sensitive to a decline in advertising expenditures, general economic conditions and other external events beyond our control.

We derive our revenues from providing advertising space to customers on out-of-home advertising structures and sites. Our contracts with our customers generally cover periods ranging from four weeks to one year. A decline in the economic prospects of advertisers, the economy in general or the economy of any individual geographic market or industry, particularly a market or industry in which we conduct substantial business, such as the New York City, Los Angeles and New Jersey metropolitan areas, and the retail, healthcare/pharmaceuticals and television industries, could alter current or prospective advertisers’ spending priorities. Disasters, acts of terrorism, political uncertainty, extraordinary weather events, hostilities and power outages could interrupt our ability to display advertising on our advertising structures and sites and lead to a reduction in economic certainty and advertising expenditures. Any reduction in advertising expenditures could harm our business, financial condition or results of operations. In addition, advertising expenditures by companies in certain sectors of the economy represent a significant portion of our revenues. See “Business and Properties—Our Portfolio of Outdoor Advertising Structures and Sites—Investment Diversification.” Any political, economic, social or technological change resulting in a reduction in these sectors’ advertising expenditures could adversely affect our business, financial condition and results of operations.

We operate in a highly competitive industry.

The outdoor advertising industry is fragmented, consisting of several large companies operating on a national basis, such as our company, Clear Channel Outdoor Holdings, Inc., JCDecaux S.A. and Lamar Advertising Company, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local markets. We compete with these companies for both customers and display locations. If our competitors offer advertising displays at rates below the rates we charge our customers, we could lose potential customers and could be pressured to reduce our rates below those currently charged to retain customers, which could have an adverse effect on our business, financial condition and results of operations. A majority of our display locations are leased, and a significant portion of those leases are month-to-month or have a short remaining term. If our competitors offer to lease display locations at rental rates higher than the rental rates we offer, we could lose display locations and could be pressured to increase rental rates above those we currently pays to site landlords, which could have an adverse effect on our business, financial condition and results of operations.

We also compete with other media, including broadcast and cable television, radio, print media, the Internet and direct mail marketers, within their respective markets. In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis. Advertisers compare relative costs of available media, including the average cost per thousand impressions or “CPM,” particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, the outdoor advertising industry relies on its relative cost efficiency and its ability to reach specific markets, geographic areas and/or demographics. If we are unable to compete on these terms, we could lose potential customers and could be pressured to reduce rates below those we currently charge to retain customers, which could have an adverse effect on our business, financial condition and results of operations.

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Government regulation of outdoor advertising may restrict our outdoor advertising operations.

The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the United States and to national, regional and local restrictions in foreign countries. These regulations have a significant impact on the outdoor advertising industry and our business. See “Regulation.” Regulations and proceedings have made it increasingly difficult to develop new outdoor advertising structures and sites. If there are changes in laws and regulations affecting outdoor advertising at any level of government, if there is an increase in the enforcement of regulations or allegations of noncompliance or if we are unable to resolve allegations, our structures and sites could be subject to removal or modification. If we are unable to obtain acceptable arrangements or compensation in circumstances in which our structures and sites are subject to removal or modification, it could have an adverse effect on our business, financial condition and results of operations. In addition, governmental regulation of advertising displays could limit our installation of additional advertising displays, restrict advertising displays to governmentally controlled sites or permit the installation of advertising displays in a manner that benefits our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations.

Our inability to increase the number of digital advertising displays in our portfolio could have an adverse effect on our business, financial condition and results of operations.

Our ability to increase the number of digital advertising displays in our portfolio is subject to governmental laws and regulations. For example, in 2013 a California court ruled in favor of a competitor who challenged the validity of our digital display permits in the City of Los Angeles and held that such permits should be invalidated. As another example, in January 2013, Scenic America, Inc., a nonprofit membership organization, filed a lawsuit against the U.S. Department of Transportation and the Federal Highway Administration alleging, among other things, that the Federal Highway Administration exceeded its authority when, in 2007, the Federal Highway Administration issued guidance to assist its division offices in evaluating state regulations that authorize the construction and operation of digital billboards. The case was dismissed in June 2014, but Scenic America filed a notice of appeal in August 2014. If the Federal Highway Administration guidance is vacated, the Federal Highway Administration could then elect to undertake rulemaking or other new administrative action with respect to digital billboard displays that, if enacted in a way that places additional restrictions on digital billboards, could also have an adverse effect on our business, financial condition and results of operations.

Any new governmental restrictions on digital advertising displays could limit our installation of additional digital advertising displays, restrict digital advertising displays to governmentally controlled sites or permit the installation of digital advertising displays in a manner that benefits our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations. Furthermore, as digital advertising displays are introduced into the market on a large scale, existing regulations that currently do not apply to digital advertising displays by their terms could be revised to impose specific restrictions on digital advertising displays. See “Regulation.”

In addition, implementation of digital advertising displays by us or our competitors at a rate that exceeds the ability of the market to derive new revenues from those displays could also have an adverse effect on our business, financial condition and results of operations.

Taxes, fees and registration requirements may reduce our profits or expansion opportunities.

A number of foreign, state and local governments have implemented or initiated taxes (including taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets), fees and registration requirements in an effort to decrease or restrict the number of outdoor advertising structures and sites or raise revenue, or both. For example, a tax was imposed on the outdoor advertising industry in Toronto. These efforts may continue, and, if we are unable to pass on the cost of these items to our customers, the increased imposition of these measures could have an adverse effect on our business, financial condition and results of operations.

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The success of our transit advertising business is dependent on obtaining and renewing key municipal concessions on favorable terms.

Our transit shelter and transit systems businesses require us to obtain and renew contracts with municipalities and other governmental entities. All of these contracts have fixed terms and generally provide for payments to the governmental entity of a revenue share and/or a fixed payment amount. When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain a new contract. Our inability to successfully obtain or renew these contracts on favorable economic terms or at all could have an adverse effect on our financial condition and results of operations. In addition, the loss of a key municipal concession in one location could adversely affect our ability to compete in other locations by reducing our scale and ability to offer customers multiregional and national advertising campaigns. These factors could have an adverse effect on our financial condition and results of operations.

Government compensation for the removal of lawful billboards could decrease.

Although federal, state and local government authorities from time to time use the power of eminent domain to remove billboards, U.S. law requires payment of compensation if a government authority compels the removal of a lawful billboard along a primary or interstate highway that was built with federal financial assistance. Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations. Some local governments have attempted to force removal of billboards after a period of years under a concept called amortization. Under this concept, the governmental body asserts that just compensation has been earned by continued operation of the billboard over a period of time. Thus far, we have generally been able to obtain satisfactory compensation for our billboards purchased or removed as a result of governmental action, although there is no assurance that this will continue to be the case in the future, and, if it does not continue to be the case, there could be an adverse effect on our business, financial condition and results of operations.

Content-based restrictions on outdoor advertising may further restrict the categories of customers that can advertise using our structures and sites.

Restrictions on outdoor advertising of certain products and services are or may be imposed by federal, state and local laws and regulations. For example, tobacco products have been effectively banned from outdoor advertising in all of the jurisdictions in which we currently do business. In addition, state and local governments in some cases limit outdoor advertising of alcohol, which represented 4% of our U.S. revenues for the nine months ended September 30, 2014, and 5% of our U.S. revenues for the year ended December 31, 2013. Legislation regulating out-of-home advertising due to content-based restrictions could cause a reduction in our revenues from leasing advertising space on outdoor advertising displays that display such advertisements and a simultaneous increase in the available space on the existing inventory of billboards in the outdoor advertising industry, which could have an adverse effect on our business, financial condition and results of operations.

Environmental, health and safety laws and regulations may limit or restrict some of our operations.

As the owner or operator of various real properties and facilities, we must comply with various foreign, federal, state and local environmental, health and safety laws and regulations. We and our properties are subject to such laws and regulations related to the use, storage, disposal, emission and release of hazardous and nonhazardous substances and employee health and safety. Historically, with the exception of safety upgrades, we have not incurred significant expenditures to comply with these laws. However, additional laws that may be passed in the future, or a finding of a violation of or liability under existing laws, could require us to make significant expenditures and otherwise limit or restrict some of our operations, which could have an adverse effect on our business, financial condition and results of operations.

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Our operating results are subject to seasonal variations and other factors.

Our business has experienced and is expected to continue to experience seasonality due to, among other things, seasonal advertising patterns and seasonal influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers cut back on spending following the holiday shopping season. The effects of such seasonality make it difficult to estimate future operating results based on the previous results of any specific quarter, which may make it difficult to plan capital expenditures and expansion, could affect operating results and could have an adverse effect on our business, financial condition and results of operations.

Integrating the Acquired Business may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the Acquisition may not be fully realized.

The success of the Acquisition, including the realization of anticipated benefits and cost savings, will depend, in part, on our ability to successfully combine the Acquired Business with our business. It is possible that the integration process, the alignment of standards, controls, procedures, culture and policies between our business and the Acquired Business or the uncertainty about the effect of the Acquisition could result in the loss by us or the Acquired Business of billboard leases, franchises, advertisers or key employees, the disruption of our ongoing businesses or the ongoing business of the Acquired Business, or our inability to fully achieve the anticipated benefits and cost savings of the Acquisition on a timely basis, or at all, any of which could have an adverse effect on us or the Acquired Business before or after completion of the Acquisition. Further, we may incur greater than anticipated costs and expenditures to integrate the Acquired Business with our business and integration efforts may divert management attention and resources, which could have an adverse effect on us or the Acquired Business before or after completion of the Acquisition.

There may be unknown risks inherent in the Acquisition, or certain assumptions with respect to the Acquired Business may prove to be inaccurate, which could result in a material adverse effect on our business.

Although we have conducted a due diligence review of the Acquired Business, we may not be aware of all of the risks associated with the Acquired Business and certain of our assumptions with respect to the Acquired Business may prove to be inaccurate. Any discovery of adverse or inaccurate information concerning the Acquired Business could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition. While we are entitled to seek indemnification in certain circumstances, successfully asserting indemnification or enforcing such indemnification could be costly and time consuming or may not be successful at all.

Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations.

We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue additional acquisitions of business and/or assets and other strategic transactions, including the disposition of certain businesses and/or assets. These acquisitions or transactions could be material, and involve numerous risks, including:

• Acquisitions or other strategic transactions may prove unprofitable and fail to generate anticipated cash flows or gains;

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• integrating acquired businesses and/or assets may be more difficult, costly or time consuming than expected and the anticipated benefits and costs savings of such acquisitions or transactions may not be fully realized, for example,

• we may need to recruit additional senior management, as we cannot be assured that senior management of acquired businesses and/or assets will continue to work for us, and we cannot be certain that our recruiting efforts will succeed;

• unforeseen difficulties could divert significant time, attention and effort from management that could otherwise be directed at developing existing business;

• we may encounter difficulties expanding corporate infrastructure to facilitate the integration of our operations and systems with those of acquired businesses and/or assets, which may cause us to lose the benefits of any expansion t; or

• we may lose billboard leases, franchises or advertisers in connection with such acquisitions or transactions, which could disrupt our ongoing businesses; we may not be aware of all of the risks associated with any acquired businesses and/or assets and certain of our assumptions with respect to these acquired businesses and/or assets may prove to be inaccurate, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition;

• we may not be able to obtain financing necessary to fund potential acquisitions or strategic transactions;

• we may face increased competition for acquisitions of businesses and assets from other outdoor advertising companies, some of which may have greater financial resources than we do, which may result in higher prices for those businesses and assets;

• we may enter into markets and geographic areas where we have limited or no experience; and

• because we must comply with various requirements under the Code in order to maintain our qualification to be taxed as a REIT, including restrictions on the types of assets we may hold, the sources of our income and accumulation of earnings and profits, our ability to engage in certain acquisitions or strategic transactions, such as acquisitions of C corporations, may be limited. See “—Risks Related to Our REIT Election and Our Status as a REIT—Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities.”

Further, additional acquisitions by us may require antitrust review by U.S. federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. We can give no assurances that the U.S. Department of Justice, the U.S. Federal Trade Commission or foreign antitrust agencies will not seek to bar us from acquiring additional advertising businesses in any market.

As a stand-alone public company, we will expend additional time and resources to comply with rules and regulations that did not previously apply to us.

Upon completion of the IPO, we became required to implement substantial control systems and procedures in order to satisfy our periodic and current reporting requirements under applicable SEC regulations and comply with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and applicable listing standards. As a result, we began incurring significant legal, accounting and other expenses that we had not previously incurred, and our management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations. These costs and time commitments could be substantially more than we currently expect. Therefore, our historical consolidated and unaudited pro forma condensed consolidated financial statements may not be indicative of our future costs and performance as a stand-alone public company. If our finance and accounting personnel are unable for any reason to respond

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adequately to the increased demands resulting from being an independent public company, the quality and timeliness of our financial reporting may suffer, and we could experience significant deficiencies or material weaknesses in our disclosure controls and procedures or internal control over financial reporting.

An inability to establish effective disclosure controls and procedures and internal control over financial reporting or remediate existing deficiencies could cause us to fail to meet our reporting obligations under the Exchange Act, or result in material weaknesses, material misstatements or omissions in our Exchange Act reports, any of which could have an adverse effect on our business, financial condition and results of operations.

We have incurred and will continue to incur significant charges in connection with the Separation and incremental costs as a stand-alone public company.

We will need to replicate or replace certain functions, systems and infrastructure to which we no longer have the same access after the Separation. We will also need to make investments or hire additional employees to operate without the same access to CBS’s existing operational and administrative infrastructure. These initiatives will be costly to implement. Due to the scope and complexity of the underlying projects relative to these efforts, the amount of total costs could be materially higher than we estimate, and the timing of the incurrence of these costs is subject to change.

Prior to the IPO, CBS performed or supported many important corporate functions for us. Our financial statements reflect charges for these services on an allocation basis. In connection with the IPO, we entered into a transition services agreement with CBS, pursuant to which CBS is providing us with certain services, and we are providing CBS with certain limited services, in each case, on an interim basis for a limited period until the other party no longer requires such services to be performed by the other party. The services to be provided to us by CBS include legal, finance, information technology, insurance, tax and employment functions. In connection with the Separation, we amended the transition services agreement to extend the time periods in which CBS will provide the transaction services described above to January 16, 2015 or to July 16, 2015, as applicable, depending on the services being provided. The agreed-upon charges for such services are generally on a cost-plus-margin basis and each party has agreed to reimburse the other for its out-of-pocket costs in connection therewith. The liability of each party under the transition services agreement for the services it provides is generally limited. We anticipate that we will generally be in a position to complete the transition from all services provided by CBS on or before 12 months following the completion of the Separation. See “Certain Relationships and Related Party Transactions—Agreements Between CBS and the Company Related to the IPO, the CBS Exchange Offer or the Separation—Transition Services Agreement.”

We may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that we receive from CBS under the transition services agreement. Additionally, after the transition services agreement terminates, we may be unable to sustain the services at the same levels or obtain the same benefits as when we were receiving such services and benefits from CBS. When we begin to operate these functions separately, if we do not have our own adequate systems and business functions in place, or are unable to obtain them from other providers, we may not be able to operate our business effectively or at comparable costs, and our profitability may decline. In addition, we have historically received informal support from CBS, which may not be addressed in the transition services agreement. The level of this informal support may diminish or be eliminated in the future.

We are dependent on our management team, and the loss of senior executive officers or other key employees could have an adverse effect on our business, financial condition and results of operations.

We believe our future success depends on the continued service and skills of our existing management team and other key employees with experience and business relationships within their respective segments. The loss of one or more of these key personnel could have an adverse effect on our business, financial condition and results of operations because of their skills, knowledge of the market, years of industry experience and the difficulty of

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finding qualified replacement personnel. If any of these personnel were to leave and compete with us, it could have an adverse effect on our business, financial condition and results of operations.

Our board of directors has the power to cause us to issue additional shares of stock without stockholder approval.

Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition, our charter permits a majority of our entire board of directors to, without stockholder approval, amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue. Our charter also permits our board of directors to classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors will be able to establish a series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for shares of stock or otherwise be in the best interests of our stockholders.

Certain provisions of Maryland law may limit the ability of a third party to acquire control of us.

Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying or preventing a transaction or a change in control of us that might involve a premium price for shares of our stock or otherwise be in the best interests of our stockholders, including:

• “business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between a Maryland corporation and an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of a corporation’s outstanding voting stock or an affiliate or associate of a corporation who, at any time during the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding stock of the corporation) or an affiliate of such an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations; and

• “control share” provisions that provide that, subject to certain exceptions, holders of “control shares” of a Maryland corporation (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise voting power in the election of directors within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights except to the extent approved by its stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.

Additionally, we have elected to be subject to Title 3, Subtitle 8 of the MGCL, which permits our board of directors, without stockholder approval and regardless of what is provided in our charter or bylaws, to implement certain takeover defenses.

Our board of directors has by resolution exempted from the provisions of the Maryland business combination act all business combinations (i) between CBS or its affiliates and us and (ii) between us and any other person, provided that such business combination is first approved by our board of directors (including a majority of our directors who are not affiliates or associates of such person). In addition, our bylaws contain a provision opting out of the Maryland control share acquisition act. Moreover, our charter provides that vacancies on our board may be filled only by the remaining directors and that directors elected by the board to fill vacancies will serve for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. Our charter provides that, subject to the rights, if any, of holders of any class or series of preferred stock to elect or remove one or more directors, members of our board of directors may

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be removed only for cause (as defined in our charter), and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. Our bylaws provide that our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws. There can be no assurance that these exemptions or provisions will not be amended or eliminated at any time in the future.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Our charter contains a provision that eliminates the liability of our directors and officers to the maximum extent permitted by Maryland law. In addition, our charter authorizes us, and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

• any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in that capacity; and

• any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, trustee or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.

Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee of our company or a predecessor of our company.

The indemnification and payment or reimbursement of expenses provided by the indemnification provisions of our charter and bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification, or payment or reimbursement of expenses may be or may become entitled under any statute, bylaw, resolution, insurance, agreement, vote of stockholders or disinterested directors or otherwise.

In addition, we have entered into separate indemnification agreements with each of our directors. Each indemnification agreement provides, among other things, for indemnification as provided in the agreement and otherwise to the fullest extent permitted by law and our charter and bylaws against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The indemnification agreements provide for the advancement or payment of expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such advancement.

Accordingly, in the event that any of our directors or officers are exculpated from, or indemnified against, liability but whose actions impede our performance, we and our stockholders’ ability to recover damages from that director or officer will be limited.

We may not realize the expected benefits from the Separation of our business from CBS.

Having completed the Separation, there is a risk that we may be more susceptible to market fluctuations and other adverse events than we would have otherwise been while we were still a part of CBS. As part of CBS, we were able to benefit from CBS’s operating diversity, economies of scale and related cost benefits and access to capital for investments, which benefits may no longer be available to us due to the Separation.

As an independent public company that has completed the Separation, we believe that our businesses will benefit from, among other things, sharpened focus on the financial and operational resources of our specific business, allowing management to design and implement a capital structure, corporate strategies and policies that are based primarily on the business characteristics and strategic opportunities of our businesses. We anticipate this will allow us to respond more effectively to industry dynamics and to allow us to create effective incentives

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for management and employees that are more closely tied to business performance. However, we may not be able to achieve some or all of the expected benefits. If we fail to achieve some or all of the benefits in the time we expect, it could have an adverse effect on our business, financial condition and results of operations.

Hedging transactions could have a negative effect on our results of operations.

We may enter into hedging transactions, including without limitation, with respect to foreign currency exchange rates and interest rate exposure on one or more of our assets or liabilities. The use of hedging transactions involves certain risks, including: (1) the possibility that the market will move in a manner or direction that would have resulted in a gain for us had a hedging transaction not been utilized, in which case our performance would have been better had we not engaged in the hedging transaction; (2) the risk of an imperfect correlation between the risk sought to be hedged and the hedging transaction used; (3) the potential illiquidity for the hedging instrument used, which may make it difficult for us to close out or unwind a hedging transaction; (4) the possibility that our counterparty fails to honor its obligations; and (5) the possibility that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our obligations. We intend to remain qualified to be taxed as a REIT for U.S. federal income tax purposes, as a result of which we have limitations on our income sources, and the hedging strategies available to us will be more limited than those available to companies that are not REITs.

We may establish an operating partnership, which could result in conflicts of interests between our stockholders and holders of our operating partnership units and could limit our liquidity or flexibility.

In the future, we may establish an operating partnership. If we establish an operating partnership, persons holding operating partnership units may have the right to vote on certain amendments to the partnership agreement of our operating partnership, as well as on certain other matters. Unitholders holding these voting rights may be able to exercise them in a manner that conflicts with the interests of our stockholders. Circumstances may arise in the future when the interests of unitholders in our operating partnership conflict with the interests of our stockholders. As the sole member of the general partner of the operating partnership or as the managing member, we would have fiduciary duties to the unitholders of the operating partnership that may conflict with duties that our officers and directors owe to us.

In addition, if we establish an operating partnership, we may acquire certain assets by issuing units in our operating partnership in exchange for an asset owner contributing such assets to the partnership or a subsidiary. If we enter into such transactions, in order to induce the contributors of such assets to accept units in our operating partnership, rather than cash, in exchange for their assets, it may be necessary for us to provide them additional incentives. For instance, our operating partnership’s limited partnership or limited liability company agreement may provide that any unitholder of our operating partnership may exchange units for cash equal to the value of an equivalent number of shares of our common stock or, at our option, for shares of our common stock on a one-for-one basis. We may also enter into additional contractual arrangements with asset contributors under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at set times. If the contributor required us to repurchase units for cash pursuant to such a provision, it would limit our liquidity and thus our ability to use cash to make other investments, satisfy other obligations or make distributions to stockholders. Moreover, if we were required to repurchase units for cash at a time when we did not have sufficient cash to fund the repurchase, we might be required to sell one or more assets to raise funds to satisfy this obligation. Furthermore, we might agree that if distributions the contributor received as a unitholder in our operating partnership did not provide the contributor with a defined return, then upon redemption of the contributor’s units we would pay the contributor an additional amount necessary to achieve that return. Such a provision could further negatively impact our liquidity and flexibility. Finally, in order to allow a contributor of assets to defer taxable gain on the contribution of assets to our operating partnership, we might agree not to sell a contributed asset for a defined period of time or until the contributor exchanged the contributor’s units for cash or shares. Such an agreement would prevent us from selling those properties, even if market conditions made such a sale favorable to us.

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We could suffer losses due to asset impairment charges for goodwill.

A significant portion of our assets consists of goodwill. We test goodwill for impairment during the fourth quarter of each year and between annual tests if events or circumstances require an interim impairment assessment. A downward revision in the estimated fair value of a reporting unit could result in a noncash impairment charge. Any such impairment charge could have a material adverse effect on our reported net income.

We face diverse risks in our international business, which could adversely affect our business, financial condition and results of operations.

Our International segment contributed approximately 12% and approximately 13% to total revenues in the nine months ended September 30, 2014 and 2013, respectively. Our International segment contributed approximately 13% to total revenues in 2013, approximately 14% to total revenues in 2012 and approximately 18% to total revenues in 2011. Inherent risks in our international business activities could decrease our International sales and have an adverse effect on our business, financial condition and results of operations. These risks include potentially unfavorable foreign economic conditions, political conditions or national priorities, foreign government regulation and changes in such regulation, violations of applicable anticorruption laws or regulations, potential expropriation of assets by foreign governments, the failure to bridge cultural differences and limited or prohibited access to our foreign operations and the support they provide. We may also have difficulty repatriating profits or be adversely affected by exchange rate fluctuations in our international business.

If our security measures are breached, we may face liability, and public perception of our services could be diminished, which would negatively impact our ability to attract business partners and advertisers.

Although we have implemented physical and electronic security measures to protect against the loss, misuse and alteration of our websites, digital assets and proprietary business information as well as consumer, business partner and advertiser personally identifiable information, no security measures are perfect and impenetrable and we may be unable to anticipate or prevent unauthorized access. A security breach could occur due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions. If an actual or perceived breach of our security occurs, we could lose competitively sensitive business information or suffer disruptions to our business operations. In addition, the public perception of the effectiveness of our security measures or services could be harmed, we could lose consumers, business partners and advertisers, and we could suffer financial exposure in connection with remediation efforts, investigations and legal proceedings and changes in our security and system protection measures.

Regulations and consumer concerns regarding privacy and data protection, or any failure to comply with these regulations, could negatively impact our business.

We collect and utilize demographic and other information, including personally identifiable information, from and about consumers, business partners, advertisers and website users. We are subject to numerous federal, state, local and foreign laws, rules and regulations as well as industry standards and regulations regarding consumer protection, information security, data protection and privacy, among other things. Many of these laws and industry standards and regulations are still evolving and changes in the ways that data is permitted to be collected, stored, used and/or disclosed may negatively impact the way that we are able to conduct business. In addition, changes in consumer expectations and demands regarding privacy, information security and data protection may result in further restrictions on the way we collect, use, disclose and derive economic value from data that we purchase and/or collect, and may limit our ability to offer targeted advertising opportunities to our business partners and advertisers. Although we have implemented policies and procedures designed to comply with all applicable laws, rules, industry standards and regulations, any failure or perceived failure by us to comply with our policies or applicable regulatory requirements related to consumer protection, information

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security, data protection and/or privacy could result in a loss of confidence, a loss of goodwill, damage to our brand, loss of consumers, business partners and advertisers, adverse regulatory proceedings and/or civil litigation, which could negatively impact our business.

If we fail to establish our new, independently recognized brand name with a strong reputation, our revenue and profitability could decline.

In connection with the IPO, we entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which we had the right to use “CBS” in the corporate names of the Company and the right to use the “CBS” mark and the “CBS” logo on our advertising billboards for a limited period of time following the Separation. On November 20, 2014, we rebranded, and the Company changed its legal name to “OUTFRONT Media Inc.” and changed the logo on its advertising billboards to “OUTFRONT”. We may not be able to maintain or enjoy comparable name recognition or status under our new brand as we did using the “CBS Outdoor” brand name. In addition, we may face the risk of claims that we have infringed third parties’ intellectual property rights with respect to our trademarks, which could be expensive and time consuming to defend, could require us to alter our trademarks, and/or could require us to pay license, royalty or other fees to third parties in order to continue using our trademarks. If we are unable to successfully manage the transition of our business to our new brand, our revenue and profitability could decline, which could adversely affect our business.

A portion of the historical financial information that we have included in this prospectus may not be representative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our future results.

The historical consolidated financial information for each of the years presented and for the nine months ended September 30, 2013 has been presented on a “carve-out” basis from CBS’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to CBS’s Outdoor Americas operating segment and include allocations of expenses from CBS. As a result, this historical financial information may not necessarily reflect what our financial condition, results of operations or cash flows would have been had we been an independent, stand-alone entity during the periods presented or what they will be in the future. For additional information, see “Selected Combined Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes thereto, which are included elsewhere in this prospectus.

Our cash available for distribution to stockholders may not be sufficient to make distributions at expected levels, and we may need to borrow in order to make such distributions or may not be able to make such distributions in full.

Distributions that we make will be authorized and determined by our board of directors in its sole discretion out of funds legally available therefor. While we anticipate maintaining relatively stable distribution(s) during each year, the amount, timing and frequency of distributions will be at the sole discretion of our board of directors and will be declared based upon various factors, including, but not limited to: the amount of the E&P Purge, future taxable income, limitations contained in debt instruments, debt service requirements, operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on our ability to use cash generated in the TRSs to fund distributions and applicable law. We may need to increase our borrowings in order to fund our intended distributions. See “Summary—Distribution Policy.”

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Risks Related to the Exchange Notes

We have substantial indebtedness that could adversely affect our financial condition.

On January 31, 2014, Finance LLC and Finance Corp. borrowed $800.0 million under a term loan due in 2021 (the “Term Loan”), and entered into a $425.0 million Revolving Credit Facility maturing in 2019 (the “Revolving Credit Facility” and, together with the Term Loan, the “Senior Credit Facilities”), which are governed by a credit agreement, dated as of January 31, 2014, (the “Credit Agreement”). On January 31, 2014, the Borrowers also issued $400.0 million aggregate principal amount of the 2022 original notes and $400.0 million aggregate principal amount of 2024 original notes in a private placement. As of September 30, 2014, we had total indebtedness of approximately $1.6 billion (consisting of the $798.2 million Term Loan and $800.0 million of original notes) and undrawn commitments under the Senior Credit Facilities of $425.0 million, excluding $20.5 million in letters of credit issued against the Revolving Credit Facility. As of September 30, 2014, on a pro forma basis, after giving effect to the Acquisition and the Acquisition Borrowings, we would have had total indebtedness of approximately $2.2 billion (consisting of the $798.2 million Term Loan and $1.4 billion of original notes) and undrawn commitments under the Senior Credit Facilities of $425.0 million, excluding $20.5 million of letters of credit issued against the Revolving Credit Facility.

Our level of debt could have important consequences, including:

• making it more difficult for us to satisfy our obligations with respect to the exchange notes and our other debt;

• requiring us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts and other corporate purposes;

• increasing our vulnerability to and limiting our flexibility in planning for, or reacting to, changes in the business, the industries in which we operate, the economy and governmental regulations;

• restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

• exposing us to the risk of increased interest rates as borrowings under the Senior Credit Facilities are expected to be subject to variable rates of interest;

• placing us at a competitive disadvantage compared to our competitors that have less debt; and

• limiting our ability to borrow additional funds.

The terms of the Credit Agreement and the indentures governing the exchange notes restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.

The Credit Agreement and the indentures governing the exchange notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests, including restrictions on our and our subsidiaries’ ability to:

• incur additional indebtedness;

• pay dividends on, repurchase or make distributions in respect of our capital stock;

• make investments or acquisitions;

• sell, transfer or otherwise convey certain assets;

• change our accounting methods;

• create liens;

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• enter into sale/leaseback transactions;

• enter into agreements restricting the ability to pay dividends or make other intercompany transfers;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;

• enter into transactions with affiliates;

• prepay certain kinds of indebtedness;

• issue or sell stock of our subsidiaries; and

• change the nature of our business.

In addition, the Credit Agreement has a financial covenant that requires us to maintain a maximum net secured leverage ratio. Our ability to meet this financial covenant may be affected by events beyond our control.

As a result of all of these restrictions, we may be:

• limited in how we conduct our business;

• unable to raise additional debt or equity financing to operate during general economic or business downturns; or

• unable to compete effectively or to take advantage of new business opportunities.

These restrictions could hinder our ability to grow in accordance with our strategy or inhibit our ability to adhere to our intended distribution policy and, accordingly, may cause us to incur additional U.S. federal income tax liability beyond current expectations.

A breach of the covenants under the Credit Agreement or either of the indentures governing the exchange notes could result in an event of default under the applicable agreement. Such a default would allow the lenders under the Senior Credit Facilities and holders of the exchange notes to accelerate the repayment of such debt and may result in the acceleration of the repayment of any other debt to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the Credit Agreement would also permit the lenders under the Senior Credit Facilities to terminate all other commitments to extend additional credit under the Senior Credit Facilities.

Furthermore, if we were unable to repay the amounts due and payable under the Senior Credit Facilities, those lenders could proceed against the collateral that secures such indebtedness. In the event our creditors accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

Despite our substantial indebtedness level, we and our subsidiaries may be able to incur substantially more indebtedness, including secured indebtedness. This could further exacerbate the risks to our financial condition described above.

We and our subsidiaries may incur significant additional indebtedness in the future, including secured indebtedness. Although the indentures governing the exchange notes and the Credit Agreement contain restrictions on the incurrence of additional indebtedness and additional liens, these restrictions will be subject to a number of qualifications and exceptions, and the additional indebtedness, including secured indebtedness, incurred in compliance with these restrictions could be substantial. If we incur any additional indebtedness that ranks equally with the exchange notes, subject to collateral arrangements, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our business. This may have the effect of reducing the amount of proceeds paid to you. These restrictions also will not prevent us from incurring obligations that do not

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constitute indebtedness. If new debt is added to our current debt levels, the related risks that we now face would increase.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under the Senior Credit Facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease. At our level of indebtedness, as of September 30, 2014, each 1/8% change in interest rates on our variable rate indebtedness would have resulted in a $1.0 million change in annual estimated interest expense. This amount will increase due to the borrowings we expect to make under our Revolving Credit Facility in connection with the Acquisition. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce future interest rate volatility. However, we may not elect to maintain such interest rate swaps with respect to any of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

To service our indebtedness, we require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.

Our ability to make cash payments on and to refinance our indebtedness, including the original notes and the exchange notes, and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future. Our ability to generate such cash flow is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to generate cash flow may be affected by our REIT compliance obligations and any consequences of failing to remain qualified as a REIT. See “—Risks Related to Our Status as a REIT.”

Our business may not generate cash flow from operations in an amount sufficient to enable us to pay our indebtedness, including the exchange notes, or to fund our other liquidity needs. If we cannot service our indebtedness, we may have to take actions such as refinancing or restructuring our indebtedness, selling assets or reducing or delaying capital expenditures, strategic acquisitions and investments. Such actions, if necessary, may not be effected on commercially reasonable terms or at all. Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at the applicable time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. Further, the Credit Agreement and the indentures governing the exchange notes restrict our ability to undertake or use the proceeds from such measures.

Repayment of our debt, including the exchange notes, is dependent on cash flow generated by our subsidiaries.

We conduct substantially all of our operations through our subsidiaries other than the Issuers, some of which will not be guarantors of the exchange notes or our other indebtedness. Accordingly, repayment of our indebtedness, including the exchange notes, is dependent on the generation of cash flow by such subsidiaries and their ability to make such cash available to the Issuers, by dividend, debt repayment or otherwise. Unless they are guarantors of the exchange notes or our other indebtedness, such subsidiaries do not have any obligation to pay amounts due on the exchange notes or our other indebtedness or to make funds available for that purpose. These subsidiaries may not be able to, or may not be permitted to, make distributions to enable the Issuers to make payments in respect of our indebtedness, including the exchange notes. Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit the Issuers’ ability to obtain cash from such subsidiaries. While the indentures governing the exchange notes and the Credit Agreement limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we

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or the Issuers do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the exchange notes.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial condition and results of operations and our ability to satisfy our obligations under the exchange notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes.

Any default under the agreements governing our indebtedness, including our Senior Credit Facilities, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the exchange notes. In addition, if we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the instruments governing our indebtedness (including covenants in the Credit Agreement and the indentures governing the exchange notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; the lenders under the Senior Credit Facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may need to obtain waivers from the required lenders under the Senior Credit Facilities to avoid being in default. If we breach our covenants under the credit agreement governing the Senior Credit Facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the Senior Credit Facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

The exchange notes are unsecured and effectively subordinated to the Issuers’ and the Guarantors’ indebtedness under the Senior Credit Facilities and any other secured indebtedness of the Issuers and the Guarantors to the extent of the value of the assets securing that indebtedness.

The exchange notes are not secured by any of the Issuers’ or the Guarantors’ assets. As a result, the exchange notes and the guarantees will be effectively subordinated to the Issuers’ and the Guarantors’ indebtedness under the Senior Credit Facilities with respect to the assets that secure that indebtedness. As of September 30, 2014, we had indebtedness of approximately $1.6 billion. Of this indebtedness, approximately $798.2 million is secured. As of September 30, 2014, on a pro forma basis, after giving effect to the Acquisition and the Acquisition Borrowings, we would have had total indebtedness of approximately $2.2 billion, $798.2 million of which would have been secured and undrawn commitments under the Senior Credit Facilities of $425.0 million, excluding $20.5 million of letters of credit issued against the Revolving Credit Facility. Any additional indebtedness under the Senior Credit Facilities will be secured. In addition, we may incur additional secured debt in the future. The effect of the effective subordination of the exchange notes to our secured indebtedness, to the extent of the collateral therefor, is that upon a default in payment on, or the acceleration of, any of our secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution or reorganization of the Issuers or the Guarantors, the proceeds from the sale of assets securing our secured indebtedness will be available to repay obligations on the exchange notes only after all obligations under the Senior Credit Facilities and any other secured debt has been paid in full. As a result, the noteholders may receive less, ratably, than the holders of secured debt in the event of a bankruptcy, insolvency, liquidation, dissolution or reorganization of the Issuers or the Guarantors.

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The exchange notes will be structurally subordinated to all obligations of our existing and future subsidiaries that are not and do not become Guarantors of the exchange notes.

The exchange notes will be guaranteed by each of our existing and future subsidiaries that guarantees the Senior Credit Facilities. Our subsidiaries that do not guarantee the exchange notes, including our non-domestic, non-wholly owned and immaterial subsidiaries, will have no obligation, contingent or otherwise, to pay amounts due under the exchange notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The exchange notes will be structurally subordinated to all indebtedness and other obligations of any non-guarantor subsidiary such that in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a Guarantor, all of that subsidiary’s creditors (including trade creditors) would be entitled to payment in full out of that subsidiary’s assets before we would be entitled to any payment from that subsidiary. For information regarding the portion of our revenues, Adjusted OIBDA and total assets attributable to our non-guarantor subsidiaries, see “Summary—The Exchange Offer.”

In addition, the indentures governing the exchange notes will, subject to certain limitations, permit these subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

In addition, our subsidiaries that provide, or will provide, guarantees of the exchange notes will be automatically released from those guarantees upon the occurrence of certain events, including the following:

• the release or discharge of the guarantee by any subsidiary Guarantor of the Senior Credit Facilities or the guarantee that resulted in the creation of the guarantee of the exchange notes by such subsidiary Guarantor, except, in each case, a discharge or release by or as a result of payment under such guarantee;

• the sale or other disposition, including the sale of substantially all the assets, of that subsidiary Guarantor;

• the designation of any subsidiary Guarantor as an unrestricted subsidiary; or

• the discharge of the Issuers’ obligations in a manner not in violation of the terms of the applicable indenture, or the Issuers exercising their legal defeasance or covenant defeasance options as described under “Description of Exchange Notes—Legal Defeasance and Covenant Defeasance.”

If any guarantee of a subsidiary Guarantor is released, no holder of the exchange notes will have a claim as a creditor against that subsidiary, and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that subsidiary will be effectively senior to the claim of any noteholders. See “Description of the Exchange Notes—Guarantees.”

The lenders under the Senior Credit Facilities will have the discretion to release the subsidiary Guarantors under the Senior Credit Facilities in a variety of circumstances, which will cause those Guarantors to be released from their guarantees of the exchange notes.

While any obligations under the Senior Credit Facilities remain outstanding, any guarantee of the exchange notes by a subsidiary Guarantor may be released without action by, or consent of, any holder of the exchange notes or the trustee under either indenture governing the exchange notes, if the release of the guarantee of the Senior Credit Facilities by such subsidiary Guarantor is approved by the lenders under the Senior Credit Facilities or otherwise permitted under the Senior Credit Facilities. See “Description of the Exchange Notes—Guarantees.” The lenders under the Senior Credit Facilities will have the discretion to release the guarantees of subsidiary Guarantors under the Senior Credit Facilities in all cases, and will be obligated to release the guarantees of subsidiary Guarantors in a variety of circumstances. You will not have a claim as a creditor against any subsidiary Guarantor that is no longer a Guarantor of the exchange notes, and the indebtedness and other

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liabilities, including trade payables, whether secured or unsecured, of those subsidiaries Guarantors will effectively be senior to claims of noteholders.

Certain exceptions under the indentures governing the exchange notes permit us to make distributions to maintain our REIT status even when we could not otherwise make restricted payments under the applicable indenture.

The indentures governing the exchange notes permit us to pay the cash portion of the E&P Purge, and to make cash distributions thereafter in order to maintain our status as a REIT, in each case subject to certain conditions but notwithstanding any failure to satisfy the conditions in the applicable indenture to making distributions generally. For a more complete discussion of the restricted payment and debt incurrence covenants of the indenture applicable to the exchange notes, see “Description of the Exchange Notes—Certain Covenants—Limitation on Restricted Payments.”

The Issuers may not be able to repurchase the exchange notes upon a change of control repurchase event.

Upon the occurrence of specific kinds of change of control events accompanied by a decline in the rating of the exchange notes, the Issuers will be required to offer to repurchase all outstanding notes, including the exchange notes, at 101% of their principal amount, plus accrued and unpaid interest, if any, to the applicable repurchase date. Additionally, under the Senior Credit Facilities, a change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the credit agreement and terminate their commitments to lend.

The source of funds for any purchase of the exchange notes and repayment of borrowings under the Senior Credit Facilities would be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. The Issuers may not be able to repurchase the exchange notes upon a change of control repurchase event because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control repurchase event and repay the other indebtedness that will become due. We may require additional financing from third parties to fund any such purchases, and we may be unable to obtain such financing on satisfactory terms or at all. Further, the Issuers’ ability to repurchase the exchange notes may be limited by law. In order to avoid the obligations to repurchase the exchange notes and events of default and potential breaches of the credit agreement governing the Senior Credit Facilities, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

Certain corporate events may not trigger a change of control, in which case we will not be required to redeem the exchange notes.

The indentures governing the exchange notes permit us to engage in certain important corporate events that would increase indebtedness or alter our business but would not constitute a “change of control” as defined in the indentures governing exchange notes. If we effected a leveraged recapitalization or other non-change of control transactions that resulted in an increase in indebtedness, adversely affected our credit rating or fundamentally changed our business, our ability to make payments on the notes would be adversely affected. However, the Issuers would not be required to offer to repurchase the notes, and you would be required to continue to hold your notes, despite our decreased ability to meet our obligations under the notes. See “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Repurchase at the Option of Holders—Change of Control.”

Noteholders may not be able to determine when a change of control giving rise to their right to have the exchange notes repurchased has occurred following a sale of “substantially all” of our assets.

The definitions of change of control in the indentures governing the exchange notes include a phrase related to the sale of “all or substantially all” of our assets. Although there is a limited body of case law interpreting the

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phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “substantially all” of our assets. As a result, it may be unclear as to whether a change of control has occurred and whether we are required to make an offer to repurchase the exchange notes.

Federal and state fraudulent transfer laws may permit a court to void the exchange notes and/or the guarantees and, if that occurs, you may not receive any payments on the exchange notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the exchange notes and the incurrence of the guarantees of the exchange notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the exchange notes or the guarantees thereof could be voided as a fraudulent transfer or conveyance if the Issuers or any of the Guarantors, as applicable, (a) issued the exchange notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for either issuing the exchange notes or incurring the guarantees and, in the case of (b) only, one of the following is also true at the time thereof:

• the Issuers or any of the Guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the exchange notes or the incurrence of the guarantees;

• the issuance of the exchange notes or the incurrence of the guarantees left the Issuers or any of the Guarantors, as applicable, with an unreasonably small amount of capital or assets to carry on the business; or

• the Issuers or any of the Guarantors intended to, or believed that the Issuers or such Guarantor would, incur debts beyond their ability to pay as they mature.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is secured or satisfied. A court would likely find that a Guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent such Guarantor did not obtain a reasonably equivalent benefit directly or indirectly from the issuance of the exchange notes or the applicable guarantee. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds to make a dividend payment or otherwise retire or redeem equity interests of the debtor.

We cannot be certain as to the standards a court would use to determine whether or not the Issuers or the Guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the exchange notes or the guarantees would be subordinated to the Issuers or any of the Guarantors’ other debt. In general, however, a court would deem an entity insolvent if:

• the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they became due.

If a court were to find that the issuance of the exchange notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the exchange notes or that guarantee, could subordinate the exchange notes or that guarantee to presently existing and future indebtedness of the Issuers or of the related Guarantor or could require the noteholders to repay any amounts received with respect to that guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the exchange notes.

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The indentures governing the exchange notes contain a “savings clause” intended to limit each subsidiary Guarantor’s liability under its guarantee to the maximum amount that it could incur without causing the guarantee to be a fraudulent transfer under applicable law. There can be no assurance that this provision will be upheld as intended.

As a court of equity, a bankruptcy court may subordinate claims in respect of the exchange notes to other claims against the Issuers under the principle of equitable subordination if the court determines that (a) the holder of exchange notes engaged in some type of inequitable conduct, (b) the inequitable conduct resulted in injury to the Issuers’ other creditors or conferred an unfair advantage upon the holders of exchange notes and (c) equitable subordination is not inconsistent with the provisions of the bankruptcy code.

The Company’s guarantee of the exchange notes may not provide any additional credit support for the exchange notes.

Because the Company has no significant operations or assets, its guarantee of the exchange notes provides little, if any, additional credit support for the exchange notes and investors should not rely on its guarantee.

Your ability to transfer the notes may be limited by the absence of an active trading market, and an active trading market may not develop for the notes.

We do not intend to list the exchange notes on any national securities exchange or include the exchange notes in any automated quotation system. The initial purchasers of the original notes have advised us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations. However, the initial purchasers are not obligated to make a market in the exchange notes and, if commenced, may discontinue their market-making activities at any time without notice. Therefore, an active market for any series of exchange notes may not develop or be maintained, which would adversely affect the market price and liquidity of such series of exchange notes. In that case, the noteholders may not be able to sell their exchange notes at a particular time or at a favorable price, if at all.

Even if an active trading market for the exchange notes does develop, there is no guarantee that it will continue. Historically, the market for non-investment grade debt has been subject to severe disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for the exchange notes may experience similar disruptions, and any such disruptions may adversely affect the liquidity in that market or the prices at which you may sell your exchange notes. In addition, the exchange notes may trade at a discount from the initial offering price of the corresponding original notes, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our debt currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances related to the basis of the rating, such as adverse changes, warrant. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the exchange notes. Credit ratings are not recommendations to purchase, hold or sell the exchange notes. Additionally, credit ratings may not reflect the potential effect of risks related to the structure or marketing of the exchange notes.

Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the exchange notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your exchange notes without a substantial discount.

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Many of the covenants in the indentures governing the exchange notes will not apply during any period in which the exchange notes are rated investment grade by both Moody’s and Standard & Poor’s.

Many of the covenants in the indentures governing the exchange notes will not apply to us during any period in which the applicable series are rated investment grade by both Moody’s and Standard & Poor’s, provided at such time no default or event of default has occurred and is continuing. Such covenants restrict, among other things, our ability to pay distributions, incur debt and enter into certain other transactions. There can be no assurance that any series will ever be rated investment grade, or that if they are rated investment grade, that they will maintain these ratings. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. To the extent the covenants are subsequently reinstated, any such actions taken while the covenants were suspended would not result in an event of default under the indentures governing the exchange notes. See “Description of the Exchange Notes—Certain Covenants.”

Risks Related to the Exchange Offer

You may not be able to sell your original notes if you do not exchange them for registered exchange notes in the exchange offer.

If you do not exchange your original notes for exchange notes in the exchange offer, your original notes will continue to be subject to the restrictions on transfer as stated in the legends on the original notes. In general, you may not offer, sell or otherwise transfer the original notes in the United States unless they are:

• registered under the Securities Act;

• offered or sold under an exemption from the Securities Act and applicable state securities laws; or

• offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

Currently, we do not anticipate that we will register the original notes under the Securities Act. Except for limited instances involving the initial purchasers or holders of original notes who are not eligible to participate in the exchange offer or who receive freely transferable exchange notes in the exchange offer, we will not be under any obligation to register the original notes under the Securities Act under the registration rights agreements or otherwise. Also, if the exchange offer is completed on the terms and within the time period contemplated by this prospectus, no liquidated damages will be payable on your original notes.

Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer.

To the extent that original notes are exchanged in the exchange offer, the trading market for the original notes that remain outstanding may be significantly more limited. As a result, the liquidity of the original notes not tendered for exchange in the exchange offer could be adversely affected. The extent of the market for original notes will depend upon a number of factors, including the number of holders of original notes remaining outstanding and the interest of securities firms in maintaining a market in the original notes. An issue of securities with a similar outstanding market value available for trading, which is called the “float,” may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for original notes that are not exchanged in the exchange offer may be affected adversely to the extent that original notes exchanged in the exchange offer reduce the float. The reduced float also may make the trading price of the original notes that are not exchanged more volatile.

Some holders who exchange their original notes may be deemed to be underwriters.

If you exchange your original notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to

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comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

We will not accept your original notes for exchange if you fail to follow the exchange offer procedures and, as a result, your original notes will continue to be subject to existing transfer restrictions and you may not be able to sell your original notes.

We will issue exchange notes as part of the exchange offer only after a timely receipt of your original notes and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes and other required documents by the expiration date of the exchange offer, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we will not accept your original notes for exchange. See “The Exchange Offer.”

The market price for the exchange notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes offered hereby. The market for the exchange notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your exchange notes.

Risks Related to Our Status as a REIT

Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a negative effect on us.

The rules dealing with U.S. federal income taxation are continually under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury (the “Treasury”). Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect us or our investors. We cannot predict how changes in the tax laws might affect us or our investors. New legislation, Treasury or tax regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify to be taxed as a REIT and the U.S. federal income tax consequences to us and our investors of such qualification.

On February 26, 2014, the Chairman of the Ways and Means Committee of the U.S. House of Representatives released draft proposals titled the Tax Reform Act of 2014 that include several provisions that would impact our ability to remain qualified to be taxed as a REIT. Under the draft proposals, in the case of a tax-free separation of a parent and a subsidiary such as the split-off, both the parent and the newly separated subsidiary would be prohibited from qualifying as a REIT for 10 years following such tax-free separation. In addition, the draft proposals would impose immediate corporate level tax on the built-in gain in the assets of every C corporation that elects to be treated as a REIT, effective for elections made after February 26, 2014. The draft proposals would also require that a REIT distribute earnings and profits accumulated prior to its conversion to a REIT in cash, rather than a combination of cash and stock, effective for distributions made after February 26, 2014. Finally, the proposals would, effective December 31, 2016, exclude all tangible property with a depreciable class life of less than 27.5 years (such as the advertising structures and sites owned and leased by us) from the definition of “real property” for purposes of the REIT asset and income tests. If any of these proposals or legislation containing similar provisions, with such effective dates, were to become law, it could eliminate our ability to qualify to be taxed as a REIT and we would be subject to U.S. federal income tax on our taxable income at regular corporate rates. Any resulting corporate tax liability could be substantial and would reduce the amount of cash available for distribution to holders of our common stock, which in turn could have an adverse impact on the value of our common stock.

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If we fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.

On July 17, 2014, we began operating in a manner that will allow us to qualify to be taxed as a REIT for U.S. federal income tax purposes for our tax year commencing July 17, 2014 and ending December 31, 2014. We have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP (“REIT Tax Counsel”), with respect to our qualification to be taxed as a REIT. Investors should be aware, however, that opinions of counsel are not binding on the IRS or any court. The opinion of REIT Tax Counsel represents only the view of REIT Tax Counsel, based on its review and analysis of existing law and on certain representations as to factual matters and covenants made by CBS and us, including representations related to the values of our assets and the sources of our income. The opinion was expressed as of the date issued. REIT Tax Counsel will have no obligation to advise us or the holders of our common stock of any subsequent changes in the matters stated, represented or assumed or of any subsequent change in applicable law. Furthermore, both the validity of the opinion of REIT Tax Counsel and our qualification to be taxed as a REIT will depend on satisfaction by us of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis, and compliance with these requirements will not be monitored by REIT Tax Counsel. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals.

CBS received a private letter ruling from the IRS with respect to certain issues relevant to our ability to qualify to be taxed as a REIT. Although we may generally rely upon the ruling, no assurance can be given that the IRS will not challenge our qualification to be taxed as a REIT if the representations made by CBS are inaccurate or on the basis of other issues or facts outside the scope of the ruling. If we were to fail to remain qualified to be taxed as a REIT in any taxable year, we would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and dividends paid to our stockholders would not be deductible by us in computing our taxable income. Any resulting corporate tax liability could be substantial and would reduce the amount of cash available for distribution to holders of our common stock, which in turn could have an adverse impact on the value of our common stock. Unless we were entitled to relief under certain Code provisions, we would also be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.

Qualifying to be taxed as a REIT involves highly technical and complex provisions of the Code, and failure to comply with these provisions could jeopardize our REIT qualification.

Qualification to be taxed as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent failure to comply with these provisions could jeopardize our REIT qualification. Our ability to remain qualified to be taxed as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to remain qualified to be taxed as a REIT may depend in part on the actions of third parties over which we have no control or only limited influence.

The ownership limitations that apply to REITs, as prescribed by the Code and by our charter, may inhibit market activity in the shares of our common stock and restrict our business combination opportunities.

In order for us to qualify to be taxed as a REIT, not more than 50% in value of the outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individuals, as defined in the Code to include certain entities, at any time during the last half of each taxable year after the first year for which we elect to qualify to be taxed as a REIT. Additionally, at least 100 persons must beneficially own our stock during at least 335 days of a taxable year (other than the first taxable year for which we elect to be taxed as a REIT). Subject to certain exceptions, our charter authorizes our board of directors to take such actions as are necessary

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and desirable to preserve our qualification to be taxed as a REIT. Our charter also provides that, unless exempted by the board of directors, no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value of the aggregate outstanding shares of all classes and series of our stock. A person that did not acquire more than 9.8% of our outstanding stock may nonetheless become subject to our charter restrictions in certain circumstances, including if repurchases by us cause a person’s holdings to exceed such limitations. The constructive ownership rules are complex and may cause shares of stock owned directly or constructively by a group of related individuals to be constructively owned by one individual or entity. These ownership limits could delay or prevent a transaction or a change in control of our company that might involve a premium price for shares of our stock or otherwise be in the best interests of our stockholders.

Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.

The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts or estates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. Although these rules do not adversely affect the taxation of REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts or estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.

REIT distribution requirements could adversely affect our ability to execute our business plan.

To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends-paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a nondeductible 4% excise tax if the amount that we actually distribute to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. We intend to make distributions to our stockholders to comply with the REIT requirements of the Code.

From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may our ability to grow, which could adversely affect the value of our common stock.

To fund our growth strategy and refinance our indebtedness, we may depend on external sources of capital, which may not be available to us on commercially reasonable terms or at all.

To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains. As a result of these requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, solely from operating cash flows. Consequently, we expect to rely on third-party capital market sources for debt or equity financing to fund our business strategy. In addition, we will likely need third-party

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capital market sources to refinance our indebtedness at maturity. Continued or increased turbulence in the United States or international financial markets and economies could adversely impact our ability to replace or renew maturing liabilities on a timely basis or access the capital markets to meet liquidity and capital expenditure requirements and may result in adverse effects on our business, financial condition and results of operations. As such, we may not be able to obtain financing on favorable terms or at all. Our access to third-party sources of capital also depends, in part, on:

• the market’s perception of our growth potential;

• our then-current levels of indebtedness;

• our historical and expected future earnings, cash flows and cash distributions; and

• the market price per share of our common stock.

In addition, our ability to access additional capital may be limited by the terms of the indebtedness we incurred in connection with the Formation Borrowings, which may restrict our incurrence of additional debt. If we cannot obtain capital when needed, we may not be able to acquire or develop properties when strategic opportunities arise or refinance our debt, which could have an adverse effect on our business, financial condition and results of operations.

Even if we remain qualified to be taxed as a REIT, we may face other tax liabilities that reduce our cash flow.

Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. For example, in order to meet the REIT qualification requirements, we may hold some of our assets or conduct certain of our activities through one or more TRSs or other subsidiary corporations that will be subject to foreign, federal, state and local corporate-level income taxes as regular C corporations. In addition, we may incur a 100% excise tax on transactions with a TRS if the transactions are not conducted on an arm’s-length basis. Any of these taxes would decrease cash available for distribution to holders of our common stock.

Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities.

To qualify to be taxed as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including certain mortgage loans and securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 25% of the value of our total assets can be represented by securities of one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to holders of our common stock.

In addition to the assets tests set forth above, to qualify to be taxed as a REIT we must continually satisfy tests concerning, among other things, the sources of our income, the amounts we distributes to our stockholders and the ownership of our stock. We may be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying to be taxed as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

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Complying with REIT requirements may depend on our ability to contribute certain contracts to a taxable REIT subsidiary.

Our ability to satisfy certain REIT requirements may depend on us contributing to a TRS certain contracts, or portions of certain contracts, with respect to outdoor advertising assets that do not qualify as real property for purposes of the REIT asset tests. Moreover, our ability to satisfy the REIT requirements may depend on us properly allocating between us and our TRS the revenue or cost, as applicable, associated with the portion of any such contract contributed to the TRS. There can be no assurance that the IRS will not determine that such contribution was not a true contribution as between us and our TRS or that we did not properly allocate the applicable revenues or costs. Were the IRS successful in such a challenge, it could adversely impact our ability to qualify to be taxed as a REIT or our effective tax rate and tax liability.

Our planned use of taxable REIT subsidiaries may cause us to fail to qualify to be taxed as a REIT.

The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally will not be subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other nonqualifying assets to exceed 25% of the fair market value of our assets, we would fail to qualify to be taxed as a REIT.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Any income from a hedging transaction that we enter into primarily to manage risk of currency fluctuations or to manage risk of interest rate changes with respect to borrowings made or to be made or to acquire or carry real estate assets does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such a transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS may be subject to tax on gains or expose us to greater risks associated with changes in interest rates that we would otherwise choose to bear. In addition, losses in our TRS will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable income in the TRS.

If we fail to meet the REIT income tests as a result of receiving non-qualifying rental income, we would be required to pay a penalty tax in order to retain our REIT status.

Certain income we receive could be treated as non-qualifying income for purposes of the REIT requirements. Even if we have reasonable cause for a failure to meet the REIT income tests as a result of receiving non-qualifying rental income, we would nonetheless be required to pay a penalty tax in order to retain our REIT status.

Even if we remain qualified to be taxed as a REIT, we could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT.

Following the REIT election, we will own appreciated assets that were held by a C corporation and were acquired by us in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the C corporation. If we dispose of any such appreciated assets in a taxable transaction during the 10-year period following our acquisition of the assets from

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the C corporation (i.e., during the 10-year period following our qualification to be taxed as a REIT), we will be subject to tax at the highest corporate tax rates on any gain from such assets to the extent of the excess of the fair market value of the assets on the date that they were acquired by us (i.e., at the time that we became a REIT) over the adjusted tax basis of such assets on such date, which are referred to as built-in gains. We would be subject to this tax liability even if we maintain our status as a REIT. Any recognized built-in gain will retain its character as ordinary income or capital gain and will be taken into account in determining REIT taxable income and our distribution requirement for the year such gain is recognized. Any tax on the recognized built-in gain will reduce REIT taxable income. We may choose not to sell in a taxable transaction appreciated assets that we might otherwise sell during the 10-year period in which the built-in gain tax applies in order to avoid the built-in gain tax. However, there can be no assurances that such a taxable transaction will not occur. If we sell such assets in a taxable transaction, the amount of corporate tax that we will pay will vary depending on the actual amount of net built-in gain or loss present in those assets as of the time we became a REIT. The amount of tax could be significant.

The IRS may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax.

From time to time, we may sell outdoor advertising assets. The IRS may deem one or more sales of our outdoor advertising assets to be “prohibited transactions” (generally, sales or other dispositions of property that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business). If the IRS takes the position that we have engaged in a “prohibited transaction,” the gain we recognize from such sale would be subject to a 100% tax. We do not intend to hold outdoor advertising assets as inventory or for sale in the ordinary course of business; however, whether property is held as inventory or “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances and there is no assurance that our position will not be challenged by the IRS especially if we make frequent sales or sales of outdoor advertising assets in which we have short holding periods.

We have limited operating history as a REIT, and our inexperience may impede our ability to successfully manage our business or implement effective internal controls.

We have limited operating history as a REIT. We cannot assure you that our past experience will be sufficient to successfully operate our company as a REIT. We are in the process of implementing substantial control systems and procedures in order to maintain our qualification to be taxed as a REIT. As a result, we are incurring and will continue to incur significant legal, accounting and other expenses that we have not previously incurred, and management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations and establish the corporate infrastructure and controls demanded of a REIT. These costs and time commitments could be substantially more than currently expected. Therefore, our historical combined consolidated and unaudited pro forma condensed combined consolidated financial statements may not be indicative of our future costs and performance as a REIT.

We may not be able to engage in desirable strategic or capital-raising transactions as a result of the Separation, and we could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.

Under the tax matters agreement that we have entered into with CBS, for two years following the Separation, we generally will be required to indemnify CBS against any tax resulting from the Separation to the extent that such tax resulted from, among other things, the Company (1) entering into any transaction pursuant to which all or a portion of our common stock would be acquired, whether by merger or otherwise, (2) issuing equity securities beyond certain thresholds, (3) repurchasing our common stock, (4) ceasing to actively conduct the U.S. portion of the outdoor business, or (5) taking or failing to take any other action that prevents the Separation and related transactions from being tax-free. Our indemnification obligations to CBS and its subsidiaries, officers and directors are not limited by any maximum amount. If we are required to indemnify CBS

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or such other persons under the circumstances set forth in the tax matters agreement, we may be subject to substantial liabilities. We could be liable to CBS for consolidated group losses used by us even if we do not owe any amount to a governmental authority. For more information, see “Certain Relationships and Related Party Transactions—Agreements Between CBS and the Company Related to the IPO, the CBS Exchange Offer or the Separation—Tax Matters Agreement.”

These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business.

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USE OF PROCEEDS

We will not receive any proceeds from the issuance of exchange notes in the exchange offer. The exchange notes will evidence the same debt as the original notes tendered in exchange for the exchange notes. Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness.

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SELECTED COMBINED CONSOLIDATED FINANCIAL DATA

The following table sets forth our selected historical combined consolidated financial data for the periods presented. The selected historical consolidated statements of operations and cash flow data for the nine months ended September 30, 2014 and 2013 and the selected historical consolidated balance sheet data at September 30, 2014 have been derived from our unaudited historical consolidated financial statements, which are included elsewhere in this prospectus. The selected historical combined consolidated statements of operations and cash flow data for each of the years ended December 31, 2013, 2012 and 2011 and the selected historical combined consolidated balance sheet data as of December 31, 2013 and 2012 have been derived from our audited combined consolidated financial statements for such years, which are included in this prospectus. The selected historical combined consolidated statements of operations and cash flow data for the year ended December 31, 2010 and the selected historical combined consolidated balance sheet information as of December 31, 2011 have been derived from our audited historical combined consolidated financial statements, which are not included in this prospectus. The selected historical combined consolidated statements of operations and cash flow data for the year ended December 31, 2009 and the selected historical combined consolidated balance sheet information as of December 31, 2010 and 2009 and for the nine month period ended September 30, 2013, have been derived from our unaudited historical combined consolidated financial statements, which are not included in this prospectus. The unaudited combined consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this information. The summary historical consolidated statements of operations and cash flow data for the nine months ended September 30, 2014 and the summary historical consolidated balance sheet data at September 30, 2014 are not necessarily indicative of the results to be expected for the year ended December 31, 2014 or for any future period.

Our historical combined consolidated financial data for each of the years presented and for the nine months ended September 30, 2013 have been presented on a “carve-out” basis from CBS’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to CBS’s Outdoor Americas operating segment and include allocations of expenses from CBS. These allocations reflect significant assumptions, and the selected historical combined consolidated financial information set forth below and the financial statements included elsewhere in this prospectus do not necessarily reflect what our results of operations, financial condition or cash flows would have been if we had operated as a stand-alone company during the periods presented, and, accordingly, such information should not be relied upon as an indicator of our future performance, financial condition or liquidity.

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You should read the following information together with “Risk Factors,” “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto, included elsewhere in this prospectus.

	Nine Months Ended September 30,						Year Ended December 31,
(in millions)	2014			2013			2013			2012			2011			2010			2009
Statement of Operations data:
Revenues	$	958.8		$	950.1		$	1,294.0		$	1,284.6		$	1,277.1		$	1,214.1		$	1,103.5
Less:
Operating, selling, general and administrative expenses		666.0			645.5			879.2			876.2			862.8			864.1			831.1
Adjusted OIBDA(a)		292.8			304.6			414.8			408.4			414.3			350.0			272.4
Less:
Stock-based compensation		7.4			5.8			7.5			5.7			5.0			4.3			4.8
Restructuring charges		6.2			—			—			2.5			3.0			3.9			1.3
Acquisition costs		1.4			—			—			—			—			—			—
Net (gain) loss on dispositions		(1.4	)		(9.8	)		(27.3	)		2.2			2.0			1.1			2.0
Depreciation		79.3			78.3			104.5			105.9			109.0			107.6			114.4
Amortization		67.3			68.2			91.3			90.9			102.9			106.6			104.6
Operating income	$	132.6		$	162.1		$	238.8		$	201.2		$	192.4		$	126.5		$	45.3
Benefit (provision) for income taxes	$	202.9		$	(70.5	)	$	(96.6	)	$	(89.0	)	$	(87.8	)	$	(57.1	)	$	(20.8	)
Net income	$	279.1		$	93.5		$	143.5		$	113.4		$	107.1		$	71.3		$	21.9
FFO(b)	$	409.3		$	216.8		$	299.5		$	288.0		$	296.1		$	260.5		$	209.8
AFFO(b)	$	166.1		$	196.4		$	259.9		$	271.2		$	316.2		$	284.8		$	205.3
Balance Sheet data (at period end):
Property and equipment, net	$	704.4					$	755.4		$	807.9		$	858.2		$	928.4		$	982.5
Total assets	$	3,522.8					$	3,355.5		$	3,464.9		$	3,603.0		$	3,751.5		$	3,826.8
Current liabilities	$	237.9					$	212.2		$	205.6		$	196.7		$	203.4		$	188.8
Long-term debt	$	1,598.2					$	—		$	—		$	—		$	—		$	—
Total stockholders’ equity/ invested equity	$	1,567.0					$	2,754.4		$	2,843.9		$	2,990.6		$	3,163.3		$	3,291.7
Cash Flow data:
Cash flow provided by operating activities	$	184.5		$	178.7		$	281.1		$	305.9		$	340.1		$	271.9		$	247.5
Capital expenditures(c):
Growth	$	28.2		$	27.3		$	37.2		$	34.2		$	28.2		$	26.8		$	25.3
Maintenance		15.4			14.2			23.7			14.0			15.4			20.4			25.3
Total capital expenditures	$	43.6		$	41.5		$	60.9		$	48.2		$	43.6		$	47.2		$	50.6
Cash paid for taxes	$	31.4		$	75.3		$	112.8		$	96.5		$	50.9		$	18.2		$	14.4
Ratio of earnings to fixed charges(d)		1.6	x		3.2	x		3.5	x		3.2	x		3.1	x		2.4	x		1.5	x

(a) Adjusted OIBDA is a non-GAAP financial measure. We calculate “Adjusted OIBDA” as operating income before depreciation, amortization, net (gains) losses on dispositions, stock-based compensation, restructuring charges and Acquisition costs. We use Adjusted OIBDA to evaluate our operating performance. Adjusted OIBDA is among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as it is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing,

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planning and executing our business strategy. Our management also believes that the presentation of Adjusted OIBDA, as a supplemental measure, is useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that this supplemental measure provides users with an important perspective on our operating performance and also makes it easier for users to compare our results with other companies that have different financing and capital structures or tax rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information about Adjusted OIBDA.

(b) We calculate FFO in accordance with the definition established by NAREIT. FFO reflects net income adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets and amortization of direct lease acquisition costs, as well as the same adjustments for our equity-based investments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes costs related to the Acquisition and restructuring charges, as well as certain non-cash items, including non-real estate depreciation and amortization, deferred income taxes, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent and amortization of deferred financing costs. We use FFO and AFFO for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information about FFO and AFFO.

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The following table presents a reconciliation of net income to FFO and AFFO:

	Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2013			2012			2011			2010			2009
(in millions)
Net income (loss)(1)	$	279.1		$	93.5		$	143.5		$	113.4		$	107.1		$	71.3		$	21.9
Depreciation of billboard advertising structures		73.6			73.2			97.5			98.8			101.3			99.2			98.8
Amortization of real estate-related intangible assets		32.2			32.5			43.2			42.5			53.5			57.4			56.8
Amortization of direct lease acquisition costs		24.2			22.7			30.9			31.1			32.1			30.9			30.2
Net (gain) loss on disposition of billboard advertising structures, net of tax		(0.4	)		(5.7	)		(16.4	)		1.3			1.2			0.7			1.2
Adjustment related to equity based investments		0.6			0.6			0.8			0.9			0.9			1.0			0.9
FFO		409.3			216.8			299.5			288.0			296.1			260.5			209.8
Adjustment for deferred income taxes		(246.4	)		(8.8	)		(19.4	)		(5.7	)		33.6			39.5			11.2
Cash paid for direct lease acquisition costs		(24.3	)		(24.1	)		(31.6	)		(30.9	)		(31.8	)		(29.4	)		(31.8	)
Maintenance capital expenditures(c)		(15.4	)		(14.2	)		(23.7	)		(14.0	)		(15.4	)		(20.4	)		(25.3	)
Restructuring charges—severance, net of tax		2.4			—			—			—			—			—			—
Acquisition costs, net of tax		1.3			—			—			—			—			—			—
Other depreciation		5.7			5.1			7.0			7.1			7.7			8.4			15.6
Other amortization		10.9			13.0			17.2			17.3			17.3			18.3			17.6
Stock-based compensation expense		10.9			5.8			7.5			5.7			5.0			4.3			4.8
Non-cash effect of straight-line rent		(0.7	)		1.0			1.2			1.2			1.0			0.8			1.0
Accretion expense		1.7			1.8			2.2			2.5			2.7			2.8			2.4
Amortization of deferred financing costs		10.7			—			—			—			—			—			—
AFFO	$	166.1		$	196.4		$	259.9		$	271.2		$	316.2		$	284.8		$	205.3

(1) Our net income reflects our tax status as a regular domestic C corporation for U.S. federal income tax purposes through July 16, 2014. On July 17, 2014, we began operating in a manner that will allow us to qualify to be taxed as a REIT for U.S. federal income tax purposes for our tax year commencing July 17, 2014 and ending December 31, 2014 and therefore our tax expense in future periods is expected to be substantially lower than it has been historically. Historically, we incurred a tax benefit of $202.9 million for the nine months ended September 30, 2014 and income tax expense of $70.5 million, $96.6 million, $89.0 million and $87.8 million for the nine months ended September 30, 2013, and the years ended December 31, 2013, 2012 and 2011, respectively, and our assumed cash paid for taxes during these periods were $31.4 million and $75.3 million in the nine months ended September 30, 2014 and 2013, respectively, and $112.8 million, $96.5 million and $50.9 million in the years ended December 31, 2013, 2012 and 2011, respectively.

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(c) Prior period amounts have been revised to the current presentation to reflect non-cash purchases of property, plant and equipment. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cash Flows.”

(d) For the purposes of computing the ratio of earnings to fixed charges, earnings consist of income before benefit (provision) for income taxes and equity in earnings of investee companies plus fixed charges and distributions from investee companies. Fixed charges consist of interest expensed, amortization of deferred financing costs and debt discount, and estimated interest within rental expense.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 2, 2014, we completed our IPO. On April 16, 2014, CBS received a private letter ruling from the IRS with respect to certain issues relevant to our ability to qualify to be taxed as a REIT. On July 16, 2014, CBS completed the CBS Exchange Offer, and in connection with the CBS Exchange Offer, CBS disposed of all of its shares of our common stock. On July 16, 2014, in connection with the Separation, we ceased to be a member of the CBS consolidated tax group, and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014. On October 1, 2014, we completed the Acquisition. On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.”, and its common stock began trading on the New York Stock Exchange under its new ticker symbol “OUT”.

The following unaudited pro forma condensed consolidated statements of operations and balance sheet, as well as the calculations of pro forma FFO and AFFO, have been adjusted to reflect the IPO, our REIT election, the E&P Purge, the consummation of the Acquisition and the Acquisition Borrowings. The unaudited pro forma condensed consolidated balance sheet at September 30, 2014 is presented as if each of these events, except for the IPO, which was completed on April 2, 2014, and the REIT election, which was effective July 17, 2014, occurred at September 30, 2014. The unaudited pro forma condensed consolidated statements of operations and the calculations of unaudited pro forma FFO and AFFO for the nine months ended September 30, 2014 and the year ended December 31, 2013 are presented as if each of these events had occurred on January 1, 2013 and also include pro forma adjustments to reflect a full period of incremental costs associated with operating as a stand-alone public company, interest expense relating to the Formation Borrowings incurred on January 31, 2014 and dilution from the conversion of outstanding CBS restricted stock units (“RSUs”) to our RSUs in connection with the IPO and the conversion of outstanding stock options to purchase CBS Class B common stock to our stock options to purchase our common stock (the “Stock Option Conversion”) in connection with the Separation.

The pro forma information is presented both before and after the E&P Purge. In order to comply with certain REIT qualification requirements, on October 29, 2014, our board of directors approved the E&P Purge, comprised of a special dividend of approximately $547.7 million, or $4.56 per share of common stock outstanding on the record date. The special dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. Stockholders had the right to elect to receive the special dividend in the form of either cash or shares of our common stock, however the aggregate amount of cash to be distributed will be $109.5 million, or 20% of the special dividend, with the balance of the special dividend payable in the form of common stock. Those electing cash will receive $1.34 in cash plus 0.1216 shares of our common stock, per share of common stock held on the record date, which together represents $4.56 per share of common stock. Those electing stock or not making an election will receive 0.1722 shares of our common stock, per share of common stock held on the record date, which represents $4.56 per share of common stock. We will issue approximately 16.5 million new shares of our common stock on December 31, 2014 in connection with the special dividend. The number of shares to be issued was determined based on the volume weighted average price of our common stock for the three trading days commencing on December 16, 2014, or $26.4974 per share. As stated in Note 1. “Initial Public Offering” below, a portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

The unaudited pro forma condensed consolidated financial statements are based upon our historical consolidated financial statements, as well as those of the Acquired Business, for each period presented. In the opinion of management, all adjustments and/or disclosures necessary for a fair statement of the pro forma data have been made. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not necessarily reflect what our results of operations and financial condition would have been had the transactions referred to above occurred on such dates. Accordingly, such information should not be relied upon as an indicator of our future performance, financial condition or liquidity.

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These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read together with the following information included elsewhere in this prospectus:

• Our unaudited consolidated financial statements and the notes thereto as of and for the nine months ended September 30, 2014, and audited combined consolidated financial statements and the notes thereto for the year ended December 31, 2013.

• The Acquired Business’ unaudited combined financial statements and the notes thereto as of and for the nine months ended September 30, 2014 and audited combined financial statements and the notes thereto for the year ended December 31, 2013.

• The sections entitled “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “The Acquisition.”

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OUTFRONT MEDIA INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AT SEPTEMBER 30, 2014

(in millions, except per share amounts)

	Historical			Acquisition Borrowings			Acquisition			Pro Forma Before E&P Purge			E&P Purge			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	272.2		$	588.4	(2)	$	(729.4	)(5)	$	131.2		$	(100.0	)(6)	$	31.2
Receivables, net		175.6			—			45.5	(5)		221.1			—			221.1
Prepaid expenses and other current assets		113.0			—			2.8	(5)		115.8			—			115.8
Total current assets		560.8			588.4			(681.1	)		468.1			(100.0	)		368.1
Property and equipment, net		704.4			—			50.0	(5)		754.4			—			754.4
Goodwill		1,860.4			—			269.4	(5)		2,129.8			—			2,129.8
Intangible assets, net		320.1			—			352.0	(5)		672.1			—			672.1
Other assets		77.1			9.2	(2)		24.9	(5)		111.2			—			111.2
Total assets	$	3,522.8		$	597.6		$	15.2		$	4,135.6		$	(100.0	)	$	4,035.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other current liabilities	$	237.9		$	(1.6	)(2)	$	20.0	(5)	$	256.3		$	—		$	256.3
Total current liabilities		237.9			(1.6	)		20.0			256.3			—			256.3
Long-term debt		1,598.2			599.2	(2)		1.1	(5)		2,198.5			—			2,198.5
Deferred income tax liabilities, net		22.8			—			—			22.8			—			22.8
Other liabilities		96.9			—			1.3	(5)		98.2			—			98.2
Total liabilities		1,955.8			597.6			22.4			2,575.8			—			2,575.8
Stockholders’ equity:
Common stock, par value $.01 per share; 450.0 shares authorized; 120.0 shares issued and outstanding on a historical basis and on a pro forma before E&P Purge basis; 136.3 shares issued and outstanding on a pro forma basis		1.2			—			—			1.2			0.2	(6)		1.4
Additional paid-in capital		1,456.6			—			—			1,456.6			438.0	(6)		1,537.6
														(357.0	) (6)
Retained earnings		188.4			—			(7.2	) (5)		181.2			(181.2	) (6)		—
Accumulated other comprehensive loss		(79.2	)		—			—			(79.2	)		—			(79.2	)
Total stockholders’ equity		1,567.0			—			(7.2	)		1,559.8			(100.0	)		1,459.8
Total liabilities and stockholders’ equity	$	3,522.8		$	597.6		$	15.2		$	4,135.6		$	(100.0	)	$	4,035.6

The accompanying notes are an integral part of these

unaudited pro forma condensed consolidated financial statements.

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OUTFRONT MEDIA INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2014

(in millions, except per share amounts)

	Historical			Formation Borrowings/ IPO/ Standalone costs			REIT Election/ Share- based Compen- sation Conver- sion			Acquisition Borrowings and Transaction Costs			Acquired Business			Pro Forma Before E&P Purge			E&P Purge			Pro Forma
Revenues	$	958.8		$	—		$	—		$	—		$	152.1	(5)	$	1,110.9		$	—		$	1,110.9
Operating expenses		512.3			—			—			—			105.2	(5)		617.5			—			617.5
Selling, general and administrative expenses		161.1			3.7	(4)		—			—			27.2	(5)(9)		192.0			—			192.0
Restructuring charges		6.2			—			—			—			0.7			6.9			—			6.9
Acquisition costs		1.4			—			—			(1.4	)(5)					—			—			—
Net gain on dispositions		(1.4	)		—			—			—			—	(5)		(1.4	)		—			(1.4	)
Depreciation		79.3			—			—			—			2.5	(5)		81.8			—			81.8
Amortization		67.3			—			—			—			26.5	(5)		93.8			—			93.8
Operating income		132.6			(3.7	)		—			1.4			(10.0	)		120.3			—			120.3
Interest income (expense), net		(57.3	)		(6.3	)(2)		—			(19.0	)(2)(5)		(0.3	)(5)		(82.9	)		—			(82.9	)
Other expense, net		(0.5	)		—			—			—			—	(5)		(0.5	)		—			(0.5	)
Income before provision for income taxes and equity in earnings of investee companies		74.8			(10.0	)		—			(17.6	)		(10.3	)		36.9			—			36.9
Benefit (provision) for income taxes		202.9			4.0	(3)		(211.2	)(3)		0.1			—	(5)		(4.2	)		—			(4.2	)
Equity in earnings of investee companies, net of tax		1.4			—			0.4	(3)		—			0.9	(5)		2.7			—			2.7
Net income	$	279.1		$	(6.0	)	$	(210.8	)	$	(17.5	)	$	(9.4	)	$	35.4		$	—		$	35.4
Net income per common share:
Basic		2.49															0.30						0.26
Diluted		2.47															0.29						0.26
Weighted average shares outstanding:
Basic		112.3			7.7	(1)		—			—			—			120.0			16.5	(6)		136.5
Diluted		112.8			7.7	(1)		1.4	(1)		—			—			121.9			16.5	(6)		138.4

The accompanying notes are an integral part of these

unaudited pro forma condensed consolidated financial statements.

59

OUTFRONT MEDIA INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2013

(in millions, except per share amounts)

	Historical			Formation Borrowings/ IPO/ Standalone costs			REIT Election/ Share- based Compen- sation Conver- sion			Acquisition Borrowings			Acquisition			Pro Forma Before E&P Purge			E&P Purge			Pro Forma
Revenues	$	1,294.0		$	—		$	—		$	—		$	206.3	(5)	$	1,500.3		$	—		$	1,500.3
Operating expenses		686.9			—			—			—			136.9	(5)		823.8			—			823.8
Selling, general and administrative expenses		199.8			23.3	(4)		—			—			32.9	(5)(9)		256.0			—			256.0
Net gain on dispositions		(27.3	)		—			—			—			0.1	(5)		(27.2	)		—			(27.2	)
Depreciation		104.5			—			—			—			3.3	(5)		107.8			—			107.8
Amortization		91.3			—			—			—			34.8	(5)		126.1			—			126.1
Operating income		238.8			(23.3	)		—			—			(1.7	)		213.8			—			213.8
Interest expense		—			(74.6	)(2)		—			(35.5	)(2)		(0.5	)(5)		(110.6	)		—			(110.6	)
Other expense, net		(1.2	)		—			—			—			0.5	(5)		(0.7	)		—			(0.7	)
Income before provision for income taxes and equity in earnings of investee companies		237.6			(97.9	)		—			(35.5	)		(1.7	)(5)		102.5			—			102.5
(Provision) benefit for income taxes		(96.6	)		40.1	(3)		50.8	(3)		—			—	(5)		(5.7	)		—			(5.7	)
Equity in earnings of investee companies, net of tax		2.5			—			1.5	(3)		—			2.2	(5)		6.2			—			6.2
Net income	$	143.5		$	(57.8	)	$	52.3		$	(35.5	)	$	0.5		$	103.0		$	—		$	103.0
Net income per common share:
Basic		1.48															0.86						0.75
Diluted		1.48															0.85						0.75
Weighted average shares outstanding:
Basic		97.0			23.0			—			—			—			120.0			16.5	(6)		136.5
Diluted		97.0			23.0			1.4	(1)		—			—			121.4			16.5	(6)		137.9

The accompanying notes are an integral part of these

unaudited pro forma condensed consolidated financial statements.

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NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1) INITIAL PUBLIC OFFERING

On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, representing 19% of our outstanding common stock, for $28.00 per share, for total net proceeds after underwriting discounts and commissions, of $615.0 million. On July 16, 2014, CBS completed the CBS Exchange Offer in which 97,000,000 shares of our common stock that were owned by CBS were exchanged for shares of CBS Class B common stock. In connection with the IPO and the CBS Exchange Offer, non-vested CBS RSUs and options held by our employees were converted into non-vested Company RSUs and options. The number of RSUs and options were converted to preserve the intrinsic value of the award at the time of conversion. Weighted average shares outstanding on a pro forma basis reflect the impact of the IPO, the CBS Exchange Offer and conversion of share-based compensation awards as if all shares and awards were outstanding since January 1, 2013.

2) FORMATION AND ACQUISITION BORROWINGS AND INTEREST

In connection with the Acquisition, we incurred indebtedness of $599.2 million, net of a $0.8 million debt discount. The adjustment to “Other assets” reflects the adjustment to estimated deferred financing costs associated with the Acquisition Borrowings. As of September 30, 2014, we had accrued $1.6 million of deferred financing costs associated with the Acquisition Borrowings.

Interest expense is adjusted by $25.6 million for the nine months ended September 30, 2014 and $115.6 million for the year ended December 31, 2013 to reflect interest for the entire period related to the $1.6 billion of debt incurred on January 31, 2014 in connection with the Formation Borrowings, including the amortization of deferred financing costs and commitment fees on the Senior Credit Facilities and the $600.0 million in Acquisition Borrowings, including deferred financing costs and commitment fees of $10.8 million related to the debt commitment obtained in connection with the Acquisition (see Note 5). The following table presents the pro forma adjustments to interest expense. The pro forma interest expense on the variable-rate Term Loan is calculated using a rate of 3.0%, which was the rate at September 30, 2014.

	Nine Months Ended September 30,		Year Ended December 31,
(in millions)	2014		2013
$800 million Term Loan	$	18.2	$	24.3
$400 million, 5.250% Senior Notes due 2022		15.8		21.0
$400 million, 5.625% Senior Notes due 2024		16.8		22.5
Amortization of deferred financing costs and commitment fees		5.1		6.8
Pro Forma Formation Borrowings interest expenses		55.9		74.6
$150 million, 5.250% Senior Notes due 2022		5.9		7.9
$450 million, 5.875% Senior Notes due 2025		19.8		26.4
Amortization of deferred financing costs and commitment fees		0.9		1.2
Pro Forma Acquisition Borrowings interest expenses		26.6		35.5
Other		0.4		0.5
Total Pro Forma interest expense	$	82.9	$	110.6

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An increase or decrease of 1/8% in the interest rate on the Term Loan and Revolving Credit Facility will change annual interest expense by approximately $1.1 million.

3) REIT ELECTION AND INCOME TAXES

On April 16, 2014, CBS received a private letter ruling from the IRS with respect to certain issues relevant to our qualification to be taxed as a REIT. On July 16, 2014, we ceased to be a member of the CBS consolidated tax group, and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014. As long as we remain qualified to be taxed as a REIT, we generally will not be subject to U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. If we fail to qualify to be taxed as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and will be precluded from re-electing to be taxed as a REIT for the subsequent four taxable years following the year during which we lose our REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income or property, and the income of our TRSs will be subject to taxation at regular corporate rates. The pro forma adjustment for the nine months ended September 30, 2014 includes the elimination of the $232.3 million income tax benefit recorded in the third quarter of 2014 to reverse substantially all of our net deferred income tax liabilities as a result of our REIT election. The pro forma adjustments for the nine months ended September 30, 2014 and the year ended December 31, 2013 to “(Provision) benefit for income taxes” of $21.1 million and $50.8 million, respectively, and to “Equity in earnings of investee companies, net of tax” of $0.4 million and $1.5 million, respectively, reflect the reversal of the tax provision on our taxable income prior to our REIT election that would not have been subject to U.S. federal income tax subsequent to our REIT election. Any remaining tax provision mainly reflects taxes on our TRSs.

The pro forma adjustments to the “(Provision) benefit for income taxes” related to the “Formation Borrowings/IPO and Stand-alone costs” on the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2014 and the year ended December 31, 2013 of $4.0 million and $40.1 million, respectively, are calculated at an effective tax rate of 40.0% and 41.0%, respectively. These adjustments reflect our current tax status as a regular domestic C corporation for U.S. federal income tax purposes.

4) INCREMENTAL STAND-ALONE PUBLIC COMPANY EXPENSES

As a stand-alone public company, we incur incremental expenses for services previously provided by CBS as well as for additional public company expenses that did not apply to us historically. In addition to costs already incurred, we estimate these expenses to be $3.7 million for the nine months ended September 30, 2014 and $23.3 million for the year ended December 31, 2013.

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5) ACQUISITION

On October 1, 2014, we completed the Acquisition for $690.0 million in cash, plus working capital adjustments.

Allocation of Purchase Price

The allocation presented below represents the effect of recording on a preliminary basis the allocation of the consideration paid for the Acquired Business under the acquisition method of accounting:

(in millions)
Base purchase price	$	690.0
Working capital and other adjustments		27.7
Estimated transaction consideration	$	717.7
Current assets	$	51.9
Property, plant and equipment		50.0
Goodwill		269.4
Intangible assets(a)		352.0
Other assets		24.9
Current liabilities		(28.1	)
Long-term debt		(1.1	)
Other liabilities		(1.3	)
Total net assets acquired	$	717.7

(a) Intangible assets included with the preliminary purchase price allocation are as follows:

(in millions)	Preliminary Allocation (in millions)		Estimated Useful Life
Permits and leasehold agreements	$	235.0	15 years
Franchise agreements		56.0	7-10 years
Advertising relationships		45.0	7 years
Other		16.0	5 years
	$	352.0

The pro forma adjustments to effect the purchase price allocation have been made solely for the purpose of providing pro forma financial information based on current estimates and are subject to revision based on a final determination of fair value, which may not occur for several quarters. The final allocation of the consideration paid will be based upon fair values of assets and liabilities acquired upon closing of the Acquisition, determined based upon a third-party valuation. We expect that the actual purchase price allocation will be different from that which is presented in this prospectus and the difference could be material.

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The following tables present detail of the amounts included within the acquisition column of the pro forma financial statements.

(in millions)	Historical			Purchase Accounting & Acquisition- Related Adjustments			Acquired Businesses
At September 30, 2014:
ASSETS
Current assets:
Cash and cash equivalents	$	3.6		$	(733.0	)(1)	$	(729.4	)
Receivables, net		45.5			—			45.5
Prepaid expenses and other current assets		3.5			(0.7	)(2)		2.8
Total current assets		52.6			(733.7	)		(681.1	)
Property and equipment, net		33.4			16.6	(2)(5)		50.0
Goodwill		2.5			266.9	(5)		269.4
Intangible assets, net		49.2			302.8	(5)		352.0
Other assets		12.1			12.8	(4)		24.9
Total assets	$	149.8		$	(134.6	)	$	15.2
LIABILITIES AND INVESTORS’ EQUITY/SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other current liabilities	$	35.3		$	(15.3	)(2)	$	20.0
Total current liabilities		35.3			(15.3	)		20.0
Long-term debt		221.4			(220.3	)		1.1
Deferred income tax liabilities, net		—			—			—
Other liabilities		17.1			(15.8	)(2)		1.3
Total liabilities		273.8			(251.4	)		22.4
Investors’ equity/shareholders’ equity		(124.0	)		124.0			—
Distribution in excess of earnings		—			(7.2	)(3)		(7.2	)
Total investors’ equity/shareholders’ equity		(124.0	)		116.8			(7.2	)
Total liabilities and investors’ equity/shareholders’ equity	$	149.8		$	(134.6	)	$	15.2

(1) Represents cash paid for estimated Acquisition consideration and $15.3 million of fees and expenses.

(2) Primarily represents assets and liabilities not included in the Acquisition based upon the terms of the Purchase Agreement and $8.1 million of Acquisition costs, including commitment fees accrued at September 30, 2014.

(3) Represents Acquisition-related expenses.

(4) Represents increase in joint venture investments based upon the preliminary purchase accounting allocation, offset by the exclusion of assets not included within the Acquisition, based upon the terms of the Purchase Agreement.

(5) Represents adjustment to step up assets based upon the preliminary purchase price allocation outlined above.

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(in millions)	Historical			Purchase Accounting & Acquisition- Related Adjustments			Acquired Businesses
For the nine months ended September 30, 2014:
Revenues	$	152.1		$	—		$	152.1
Operating expenses		105.2			—			105.2
Selling, general and administrative expenses		30.8			(3.6	)(1)		27.2
Restructuring charges		0.7			—			0.7
Depreciation		6.5			(4.0	)(2)		2.5
Amortization		7.6			18.9	(1)(2)		26.5
Operating income (loss)		1.3			(11.3	)		(10.0	)
Interest expense		(12.6	)		12.3	(3)		(0.3	)
Other expense, net		—			—			—
Income (loss) before provision for income taxes and equity in earnings of investee companies		(11.3	)		1.0			(10.3	)
(Provision) benefit for income taxes		0.1			(0.1	)(4)		—
Equity in earnings of investee companies, net of tax		0.9			—			0.9
Net income (loss)	$	(10.3	)	$	0.9		$	(9.4	)
For the year ended December 31, 2013:
Revenues	$	206.3		$	—		$	206.3
Operating expenses		136.9			—			136.9
Selling, general and administrative expenses		37.2			(4.3	)(1)		32.9
Net gain on dispositions		0.1			—			0.1
Depreciation		8.0			(4.7	)(2)		3.3
Amortization		10.2			24.6	(1)(2)		34.8
Operating income (loss)		13.9			(15.6	)		(1.7	)
Interest expense		(19.7	)		19.2	(3)		(0.5	)
Other expense, net		0.5			—			0.5
Income before provision for income taxes and equity in earnings of investee companies		(5.3	)		3.6			(1.7	)
(Provision) benefit for income taxes		0.2			(0.2	)(4)		—
Equity in earnings of investee companies, net of tax		2.2			—			2.2
Net income (loss)	$	(2.9	)	$	3.4		$	0.5

(1) Primarily represents adjustment to conform the accounting policy for commissions, which we capitalize as lease acquisition costs and amortize over the life of the lease. The adjustment to capitalize lease acquisition costs was $3.1 million for the nine months ended September 30, 2014 and $3.6 million for the year ended December 31, 2013.

(2) Represents adjustment to depreciation- and amortization-based property, plant and equipment and goodwill balances allocated within the preliminary purchase accounting allocation.

(3) Represents the elimination of interest expense related to the Acquired Business’ senior secured credit facility, which will not be part of the Acquired Business’ assets and liabilities.

(4) Represents an adjustment to historic tax expense to reflect our REIT conversion.

Transaction Costs

In the nine months ended September 30, 2014, we recorded $7.6 million of commitment and other fees in Interest income (expense), net, in the Consolidated Statement of Operations associated with a lender commitment

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to provide a senior unsecured bridge term loan facility for the purpose of financing the Acquisition in the event we did not complete the Acquisition Borrowings. In addition we also recorded $1.4 million of other Acquisition costs. These one-time transaction costs are removed from our historical results for the nine months ended September 30, 2014 within the unaudited pro forma condensed statement of operations.

Expected Cost Savings Resulting from the Acquisition

Based on current estimates and assumptions, we expect to achieve significant cost savings as a result of the Acquisition, principally by leveraging the scalability of our existing corporate administrative functions and information technology and systems. We estimate that our annualized cost savings will be approximately $28.0 million. These cost savings are not reflected within the unaudited pro forma condensed consolidated financial statements. As a result of conforming accounting policies, we will also reclassify approximately $4.0 million of commission expense from “Selling, general and administrative expenses” to “Amortization.” This adjustment is reflected within the unaudited pro forma condensed consolidated financial statements.

The foregoing future cost savings are based on our estimates and assumptions that, although we consider them reasonable, are inherently uncertain. These expected cost savings are subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict. As a result, there can be no assurance that these or any other cost savings or synergies will actually be realized.

6) E&P PURGE

In order to comply with certain REIT qualification requirements, on October 29, 2014, our board of directors approved the E&P Purge, comprised of a special dividend of approximately $547.7 million, or $4.56 per share of common stock outstanding on the record date. The special dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. Stockholders had the right to elect to receive the special dividend in the form of either cash or shares of our common stock, however the aggregate amount of cash to be distributed will be $109.5 million, or 20% of the special dividend, with the balance of the special dividend payable in the form of common stock. Those electing cash will receive $1.34 in cash plus 0.1216 shares of our common stock, per share of common stock held on the record date, which together represents $4.56 per share of common stock. Those electing stock or not making an election will receive 0.1722 shares of our common stock, per share of common stock held on the record date, which represents $4.56 per share of common stock. We will issue approximately 16.5 million new shares of our common stock on December 31, 2014 in connection with the special dividend. The number of shares to be issued was determined based on the volume weighted average price of our common stock for the three trading days commencing on December 16, 2014, or $26.4974 per share.

The E&P Purge will result in a per share dilution to our stockholders. For the nine months ended September 30, 2014, the share portion of the E&P Purge would have reduced diluted net income per share by $0.04 and AFFO per diluted share by $0.19. For the year ended December 31, 2013, the share portion of the E&P Purge would have reduced diluted net income per share by $0.10 and AFFO per diluted share by $0.27. The amount of the E&P Purge in excess of retained earnings of $357.0 million has been reflected as a reduction to “additional paid-in-capital” on the pro forma condensed consolidated balance sheet.

We paid quarterly cash dividends of $0.37 per share on our common stock on June 30, 2014, September 30, 2014 and December 15, 2014. The E&P Purge will result in approximately 16.5 million additional shares of our common stock that are eligible for dividends declared in future periods. If the number of shares of our common stock outstanding on July 17, 2014, the date we began operating in a manner that will allows us to qualify as a REIT for U.S. federal income tax purposes, included this increase in outstanding shares, our June 30, 214 and September 30, 2014 quarterly cash dividends per share would have been $0.33 per share.

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7) DIVIDEND

Although U.S. federal income tax law generally requires that a REIT distribute at least 90% of its REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gains), we intend to pay regular quarterly distributions to holders of our common stock in an amount not less than 100% of our REIT taxable income. For the year ended December 31, 2013, if we had elected to be taxed as a REIT, the distribution of 90% of REIT taxable income would have been approximately $142 million. However, as dividends are subject to board authorization, the actual dividend amount could have differed.

8) PRO FORMA FFO AND AFFO

The following tables present FFO, AFFO, and related per weighted average share amounts on a historical basis and on a pro forma basis to adjust net income to reflect additional costs we will incur as a stand-alone public company (See Note 4), interest expense from the Formation Borrowings and the Acquisition Borrowings (See Note 2), and the reduction to our tax provision and deferred taxes associated with our REIT election (See Note 3). Pro forma weighted average shares are adjusted to reflect our IPO and conversion of outstanding stock-based compensation awards (See Note 1), the Acquisition (See Note 5) and the issuance of our common stock in connection with the E&P Purge (See Note 6). FFO per weighted average share and AFFO per weighted average share are also presented both before and after the E&P Purge. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information about FFO and AFFO.

(in millions, except per share amounts)	Historical			Pro Forma Adjustments			Pro Forma Before E&P Purge			E&P Purge		Pro Forma
Nine months ended September 30, 2014:
Net income	$	279.1		$	(243.7	)(2)(3)(4)(5)	$	35.4		$	—	$	35.4
Depreciation of billboard advertising structures		73.6			2.2	(5)		75.8			—		75.8
Amortization of real estate-related intangible assets		32.2			11.8	(5)		44.0			—		44.0
Amortization of direct lease acquisition costs		24.2			3.1	(5)		27.3			—		27.3
Net gain on disposition of billboard advertising structures, net of tax		(0.4	)		—			(0.4	)		—		(0.4	)
Adjustment related to equity based investments		0.6			—			0.6			—		0.6
FFO(a)		409.3			(226.6	)		182.7			—		182.7
Adjustment for deferred income taxes		(246.4	)		248.1	(5)		1.7			—		1.7
Cash paid for direct lease acquisition costs		(24.3	)		(3.1	)(5)		(27.4	)		—		(27.4	)
Maintenance capital expenditures		(15.4	)		(1.8	)(5)		(17.2	)		—		(17.2	)
Restructuring charges—severance, net of tax		2.4			—			2.4			—		2.4
Acquisition costs, net of tax		1.3			—			1.3			—		1.3
Other depreciation		5.7			0.2	(5)		5.9			—		5.9
Other amortization		10.9			11.6	(5)		22.5			—		22.5
Stock-based compensation		10.9			2.9	(5)		13.8			—		13.8
Non-cash effect of straight-line rent		(0.7	)		1.1	(5)		0.4			—		0.4
Accretion expense		1.7			—			1.7			—		1.7
Amortization of deferred financing costs		10.7			3.0	(5)		13.7			—		13.7
AFFO(a)	$	166.1		$	35.4		$	201.5		$	—	$	201.5
FFO per weighted average share:
Basic	$	3.64					$	1.52				$	1.34
Diluted	$	3.63					$	1.50				$	1.32
AFFO per weighted average share:
Basic	$	1.48					$	1.68				$	1.48
Diluted	$	1.47					$	1.65				$	1.46
Weighted average shares outstanding:
Basic		112.3			7.7			120.0			16.5		136.5
Diluted		112.8			9.1			121.9			16.5		138.4

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(in millions, except per share amounts)	Historical			Pro Forma Adjustments			Pro Forma Before E&P Purge			E&P Purge		Pro Forma
Year ended December 31, 2013:
Net income	$	143.5		$	(40.5	)(2)(3)(4)(5)	$	103.0		$	—	$	103.0
Depreciation of billboard advertising structures		97.5			3.0	(5)		100.5			—		100.5
Amortization of real estate-related intangible assets		43.2			15.7	(5)		58.9			—		58.9
Amortization of direct lease acquisition costs		30.9			3.6	(5)		34.5			—		34.5
Net gain on disposition of billboard advertising structures, net of tax		(16.4	)		—			(16.4	)		—		(16.4	)
Adjustment related to equity based investments		0.8			—			0.8			—		0.8
FFO(a)		299.5			(18.2	)		281.3			—		281.3
Adjustment for deferred income taxes		(19.4	)		14.5	(5)		(4.9	)				(4.9	)
Cash paid for direct lease acquisition costs		(31.6	)		(3.6	)(5)		(35.2	)		—		(35.2	)
Maintenance capital expenditures(b)		(23.7	)		(1.9	)(5)		(25.6	)		—		(25.6	)
Other depreciation		7.0			0.3	(5)		7.3			—		7.3
Other amortization		17.2			15.5	(5)		32.7			—		32.7
Stock-based compensation		7.5			(0.1	)(5)		7.4			—		7.4
Non-cash effect of straight-line rent		1.2			(0.2	)(5)		1.0			—		1.0
Accretion expense		2.2			0.1	(5)		2.3			—		2.3
Amortization of deferred financing costs		—			8.0	(5)		8.0			—		8.0
AFFO(a)	$	259.9		$	14.4		$	274.3		$	—	$	274.3
FFO per weighted average share:
Basic	$	3.09					$	2.34				$	2.06
Diluted	$	3.09					$	2.32				$	2.04
AFFO per weighted average share:
Basic	$	2.68					$	2.29				$	2.01
Diluted	$	2.68					$	2.26				$	1.99
Weighted average shares outstanding:
Basic		97.0			23.0			120.0			16.5		136.5
Diluted		97.0			24.4			121.4			16.5		137.9

(a) FFO and AFFO are non-GAAP financial measures. We calculate FFO in accordance with the definition established by NAREIT. FFO reflects net income adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets and amortization of direct lease acquisition costs, as well as the same adjustments for our equity-based investments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes costs related to the Acquisition and restructuring charges, as well as certain non-cash items, including non-real estate depreciation and amortization, deferred income taxes, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent and amortization of deferred financing costs. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect

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items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information about FFO and AFFO.

(b) Maintenance capital expenditures for the year ended December 31, 2013, has been revised to the current presentation to reflect non-cash purchases of property, plant and equipment.

9) Stock-Based Compensation

Stock-based compensation included within “Selling, general and administrative expenses” in the unaudited pro forma condensed consolidated statement of operations totaled $13.8 million for the nine months ended September 30, 2014 and $7.4 million for the year ended December 31, 2013.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Tabular dollars in millions)

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto and our unaudited pro forma condensed consolidated financial statements and the notes thereto, which are included elsewhere in this prospectus. This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the section entitled “Risk Factors” and the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements.

Our prior period financial statements and the notes thereto were presented on a “carve-out” basis from the consolidated financial statements of CBS, using the historical results of operations, cash flows, assets and liabilities attributable to CBS’s Outdoor Americas operating segment and include allocations of expenses from CBS. These allocations reflect significant assumptions, and the financial statements do not necessarily reflect what our financial position, results of operations or cash flows would have been had we been a stand-alone company during the periods presented. As a result, historical financial information is not necessarily indicative of our future results of operations, financial position or cash flows.

Unless otherwise indicated, in the MD&A, we refer to the $450.0 million aggregate principal amount of 2025 original notes and $150.0 million aggregate principal amount of 2022 original notes issued on October 1, 2014 as the “New Senior Notes”, and we refer to the $400.0 million aggregate principal amount of the 2024 original notes and the $400.0 million aggregate principal amount of the 2022 original notes issued on January 31, 2014 as the “Senior Notes”.

Overview

We provide advertising space (“displays”) on out-of-home advertising structures and sites in the United States, Canada and Latin America. We manage our business through two segments—United States and International.

On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares. See “—Our Initial Public Offering.”

On April 16, 2014, CBS received a private letter ruling from the IRS with respect to certain issues relevant to our ability to qualify as a REIT. On July 16, 2014, we ceased to be a member of the CBS consolidated tax group and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for our tax year commencing July 17, 2014 and ending December 31, 2014.

On July 16, 2014, CBS completed the CBS Exchange Offer. In connection with the CBS Exchange Offer, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS and were no longer a subsidiary of CBS.

On October 1, 2014, we completed the Acquisition for $690.0 million in cash, plus working capital adjustments. See “—The Acquisition.”

On October 29, 2014, our board of directors approved the E&P Purge, comprised of a special dividend of approximately $547.7 million, or $4.56 per share of common stock outstanding on the record date. The special

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dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. Stockholders had the right to elect to receive the special dividend in the form of either cash or shares of our common stock, however the aggregate amount of cash to be distributed will be $109.5 million, or 20% of the special dividend, with the balance of the special dividend payable in the form of common stock. Those electing cash will receive $1.34 in cash plus 0.1216 shares of our common stock, per share of common stock held on the record date, which together represents $4.56 per share of common stock. Those electing stock or not making an election will receive 0.1722 shares of our common stock, per share of common stock held on the record date, which represents $4.56 per share of common stock. We will issue approximately 16.5 million new shares of our common stock on December 31, 2014 in connection with the special dividend. The number of shares to be issued was determined based on the volume weighted average price of our common stock for the three trading days commencing on December 16, 2014, or $26.4974 per share. As stated in “—Our Initial Public Offering”, a portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.”, and its common stock began trading on the New York Stock Exchange under its new ticker symbol “OUT”.

Business

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the United States, Canada and Latin America. The majority of our inventory is billboard displays, which are primarily located on the most heavily traveled highways and roadways in the top Nielsen Designated Marketing Areas; and we operate transit advertising displays with exclusive multi-year contracts with municipalities in large cities across the United States. In total, we have displays in all of the 25 largest markets in the United States and over 180 markets in the United States, Canada and Latin America. Our top market, high profile location focused portfolio includes sites such as the Bay Bridge in San Francisco, Sunset Boulevard in Los Angeles, and both Grand Central Station and Times Square in New York. With TAB Out of Home Ratings, we are able to provide advertisers with the actual audience, in terms of size and demographic composition that is exposed to individual signs. The combination of location and audience delivery is a selling proposition unique to the out-of-home industry. The breadth and depth of our portfolio provides our customers with a multitude of options to address a wide range of marketing objectives from national, brand-building campaigns to hyper-local businesses that want to drive customers to their retail location “one mile down the road.”

We believe that out-of-home advertising is an attractive form of advertising as our displays are ALWAYS ON™ and cannot be turned off, skipped or fast-forwarded, and that it provides our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. We also believe that out-of-home is effective as a “stand-alone” media form, and as an integral part of a multi-media campaign, providing enhancements to mobile, social and on-line advertising by amplifying small screen messaging. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, creative design support and post-campaign tracking and analytics. We use a real-time mobile operations reporting system that enables proof of performance to customers. We have a diversified base of customers across various industries. Our largest categories of advertisers during the nine months ended September 30, 2014 were retail, television and healthcare/pharmaceuticals, which represented 9%, 9% and 8% of our total U.S. revenues, respectively, and during the year ended December 31, 2013, were retail, television and entertainment, which represented 10%, 8% and 7% of our total U.S. revenues, respectively. As a result of our diverse base of customers, in the United States, during the nine months ended September 30, 2014 and for the year ended December 31, 2013, no single industry contributed more than 9% and 10%, respectively, of our revenues and no single customer represented greater than 1.4% and 1.7%, respectively, of our revenues.

As of September 30, 2014, we had 459 digital billboard displays in the United States. The majority of our digital billboard displays have been converted from traditional static billboard displays. Increasing the number of

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digital billboard displays in our most heavily trafficked locations is an important element of our organic growth strategy. Digital billboard displays have the potential to attract additional business from both new and existing customer categories. We believe that digital billboard displays are attractive to our customers because they allow for the development of richer and more visually engaging messages and provide our customers with the flexibility to target audiences by time of day and to quickly launch new advertising campaigns. In addition, digital billboard displays enable us to run multiple advertisements on each display (up to eight per minute). As a result, digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays, and digital billboard displays generate higher profits and cash flows than traditional static billboard displays. As the costs to convert traditional static billboard displays to digital billboard displays have declined, we have accelerated our conversion efforts, adding approximately 113 digital billboard displays during the nine months ended September 30, 2014, approximately 110 digital billboard displays in each of 2013 and 2012 and approximately 70 digital billboard displays in 2011.

We generally (i) own the physical billboard structures on which we display advertising copy for our customers, (ii) hold the legal permits to display advertising thereon and (iii) lease the underlying sites. These lease agreements have terms varying between one month and multiple years, and usually provide renewal options. We estimate that approximately 75% of our billboard structures in the United States are “legal nonconforming” billboards, meaning they were legally constructed under laws in effect at the time they were built, but could not be constructed under current laws. These structures are often located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. We have a highly diversified portfolio of advertising sites. As of September 30, 2014, we had approximately 22,800 lease agreements with approximately 18,400 different landlords. A substantial number of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include where the structure is obstructed, where there is a change in traffic flow and/or where the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords.

We manage our business through the following two segments:

United States. As of September 30, 2014, we had the largest number of advertising displays of any out-of-home advertising company operating in the 25 largest markets in the United States. For each of the nine months ended September 30, 2014 and for the year ended December 31, 2013, our U.S. segment generated 20% of its revenues in the New York City metropolitan area and 13% and 12%, respectively, of its revenues in the Los Angeles metropolitan area. For the nine months ended September 30, 2014, our U.S. segment generated $842.4 of revenues and $293.0 of Adjusted OIBDA. For the year ended December 31, 2013, our U.S. segment generated $1.13 billion of revenues and $406.4 million of Adjusted OIBDA.

International. Our International segment includes our operations in Canada and Latin America, including Mexico, Argentina, Brazil, Chile and Uruguay. For the nine months ended September 30, 2014, our International segment generated $116.4 million of revenues and $16.9 million of Adjusted OIBDA. For the year ended December 31, 2013, our International segment generated $163.9 million of revenues and $29.1 million of Adjusted OIBDA.

Our Initial Public Offering

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC. On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’ Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be applied to the cash portion of the E&P Purge to our stockholders.

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The Acquisition

On October 1, 2014, we completed the Acquisition for $690.0 million in cash, plus working capital adjustments. The Acquisition was funded with cash on hand and the net proceeds from the New Senior Notes. In the nine months ended September 30, 2014, we recorded $7.6 million of commitment and other fees in Interest expense in the Consolidated Statement of Operations associated with a lender commitment to provide a senior unsecured bridge term loan facility for the purpose of financing the Acquisition in the event we did not complete the offering of the New Senior Notes.

Executive Departure

In the third quarter of 2014, we recorded a restructuring charge of $6.2 million associated with a management reorganization resulting in the departure of Wally Kelly, President and Chief Operating Officer, from the Company. The restructuring charge is comprised of severance charges, including stock-based compensation of $3.5 million.

Economic Environment

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control.

Business Environment

We operate in a highly competitive industry. Increasing the number of digital billboard displays in our most heavily trafficked locations is an important element of our organic growth strategy. Digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays and are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences by time of day and to quickly launch new advertising campaigns, and eliminate or greatly reduce production costs.

Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers cut back on spending following the holiday shopping season.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. For the nine months ended September 30, 2014 and 2013, we generated approximately 40% of our U.S. revenues from national advertising campaigns.

Our Tax Status

On April 16, 2014, CBS received a private letter ruling from the IRS with respect to certain issues relevant to our ability to qualify as a REIT. On July 16, 2014, we ceased to be a member of the CBS consolidated tax group and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014.

In the third quarter of 2014, as a result of our REIT conversion, substantially all deferred income tax liabilities, net, was reversed into Net income via a non-cash benefit of approximately $232.3 million. As a result of our REIT conversion, our expected effective tax rate for the second half of 2014 will be substantially lower than previous periods. Prior to July 17, 2014, our U.S. operating results were included in consolidated federal, and certain state and local income tax returns filed by CBS.

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The income tax expense reflected in the Consolidated Statements of Operations, deferred tax assets and liabilities included in the Consolidated Statements of Financial Position and income tax payments reflected in the Condensed Consolidated Statements of Cash Flows were prepared as if these amounts were calculated on a separate tax return basis for us. We believe that the assumptions and estimates used to determine these tax amounts were reasonable. However, the consolidated financial statements herein may not necessarily reflect our income tax expense or tax payments, or what our tax amounts would have been if we had been a stand-alone company during the periods prior to July 17, 2014.

As long as we remain qualified to be taxed as a REIT, we generally will not be subject to U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. If we fail to qualify to be taxed as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and will be precluded from re-electing to be taxed as a REIT for the subsequent four taxable years following the year during which we lose our REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income or property, and the income of our TRSs will be subject to taxation at regular corporate rates. Our qualification to be taxed as a REIT will depend upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Code, related to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our shares. We believe we are organized in conformity with the requirements for qualification and taxation as a REIT under the Code and that our manner of operation will enable us to meet the requirements for qualification and taxation as a REIT.

Prior to the Separation, we were a member of CBS’s consolidated tax group and were taxable as a regular domestic C corporation for U.S. federal income tax purposes (i.e., we were subject to taxation at regular corporate rates). Pursuant to the tax matters agreement that we entered into with CBS, we are liable to pay CBS for any taxes imposed on or related to us while we were a member of the CBS consolidated tax group. The tax matters agreement also separately allocates among the parties any tax liability arising as a result of any failure of the Separation to qualify as a tax-free transaction based on actions taken during the two-year period following the Separation. After the Separation, CBS ceased to own at least 80% of our outstanding common stock, and as a result, we were no longer a member of CBS’s consolidated tax group.

Revenues

We derive revenues primarily from providing advertising space to customers on our advertising structures and sites. Our contracts with customers generally cover periods ranging from four weeks to one year. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit and other revenues are recognized as earned, which is typically ratably over the contract period. For space provided to advertisers through the use of an advertising agency whose commission is calculated based on a stated percentage of gross advertising spending, our revenues are reported net of agency commissions.

Expenses

Operating Expenses. Our major categories of operating expenses are as follows:

Billboard property lease expenses. These expenses reflect the cost of leasing the real property on which our billboards are mounted. These lease agreements have terms varying between one month and multiple years, and usually provide renewal options. Rental expenses are comprised of a fixed monthly amount and under certain agreements, also include contingent rent, which varies based on the revenues we generate from the leased site. Property leases are generally paid in advance for periods ranging from one to twelve months. The fixed rent is expensed evenly over the contract term and the contingent rent is expensed as it becomes probable, which is consistent with when the related revenues are recognized.

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Transit franchise expenses. These expenses reflect costs charged by municipalities and transit operators under transit advertising contracts and are generally calculated based on a percentage of the revenues we generate under the contract, with a minimum guarantee. The costs that are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and the minimum guarantee is expensed over the contract term.

Posting, maintenance and other site-related expenses. These expenses primarily reflect costs associated with posting and rotation, materials, repairs and maintenance, utilities and property taxes.

Selling, General and Administrative Expenses. Our selling, general and administrative (“SG&A”) expenses include selling costs, employee compensation and other costs for back office support. During 2014, we expect increased SG&A expenses associated with services previously provided by CBS as well as for additional public company expenses that did not apply to us historically.

Depreciation. Our depreciation primarily relates to our advertising structures which are depreciated over the shorter of the contract term or useful life. Depreciation also relates to furniture, equipment, buildings and improvements.

Amortization. Our intangible assets subject to amortization are primarily comprised of acquired permits and leasehold agreements and franchise agreements which grant us the right to operate out-of-home advertising structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Amortization also includes the amortization of direct lease acquisition costs, which are variable commissions directly associated with billboard revenues. These costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

Key Performance Indicators

Our management reviews our performance by focusing on the indicators described below.

Several of our key performance indicators are not prepared in conformity with GAAP. We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

In the nine months ended September 30, 2014, we incurred $18.5 million of costs associated with operating as a stand-alone public company ($14.2 million incrementally over 2013) and $57.3 million of interest expense relating to our entry into the Senior Credit Facilities, the issuance of the Senior Notes, and the lender commitment to provide a senior unsecured bridge term loan facility for the purpose of financing the Acquisition in the event we did not complete the offering of the New Senior Notes. In the nine months ended September 30, 2013, we incurred a significant net gain of $9.8 million on the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey.

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In an effort to help users evaluate our operating performance for the nine months ended September 30, 2014 and 2013, where indicated, we present Adjusted OIBDA, FFO and AFFO and related per adjusted weighted average share amounts, on a comparable basis.

	Nine Months Ended September 30,
(in millions, except percentages)	2014		2013		% Change
Revenues	$	958.8	$	950.1		1	%
Constant dollar revenues(a)		958.8		940.7		2
Operating income		132.6		162.1		(18	)
Adjusted OIBDA(b):
Reported		292.8		304.6		(4	)
On a comparable basis		292.8		290.4		1
FFO(b):
Reported		409.3		216.8		89
On a comparable basis		183.9		174.0		6
AFFO(b):
Reported		166.1		196.4		(15	)
On a comparable basis		166.1		164.3		1
Net income		279.1		93.5		199

(a) Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods. We provide constant dollar revenues to understand the underlying growth rate of revenue excluding the impact of changes in foreign currency exchange rates between periods, which are not under management’s direct control. Our management believes constant dollar revenues are useful to users because it enables them to better understand the level of growth of our business period to period. Since constant dollar revenues are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Constant dollar revenues, as we calculate them, may not be comparable to similarly titled measures employed by other companies.

(b) See “—Reconciliation of Non-GAAP Financial Measures” for a reconciliation of Operating income to Adjusted OIBDA, Net income to FFO and AFFO, and results on a comparable basis.

Adjusted OIBDA

We calculate Adjusted OIBDA as operating income before depreciation, amortization, net (gains) losses on dispositions, stock-based compensation, restructuring charges and Acquisition costs. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users with an important perspective on our operating performance and also make it easier for users to compare our results with other companies that have different financing and capital structures or tax rates.

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FFO and AFFO

We calculate FFO in accordance with the definition established by NAREIT. FFO reflects net income adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets and amortization of direct lease acquisition costs, as well as the same adjustments for our equity-based investments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes costs related to the Acquisition and restructuring charges, as well as certain non-cash items, including non-real estate depreciation and amortization, deferred income taxes, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent and amortization of deferred financing costs. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO, AFFO, and related per adjusted weighted average share amounts, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.

Adjusted Weighted Average Shares

We present weighted average shares on an adjusted basis for EPS to give effect to the 23,000,000 shares issued on April 2, 2014, in connection with the IPO and the 97,000,000 shares outstanding after our stock split, and on an adjusted basis for diluted EPS to also give effect to dilutive potential shares from grants of restricted share units (“RSUs”), performance-based RSUs (“PRSUs”) and stock options. We also present FFO and AFFO per adjusted weighted average share for basic and diluted EPS. Our management believes that these presentations are useful in evaluating our business because they allow users to evaluate our basic and diluted per share results after giving effect to the issuance of shares of our common stock in connection with our IPO, which increased our outstanding shares of common stock.

Comparable Basis Adjustments

We calculate Adjusted OIBDA, FFO and AFFO, and related per adjusted weighted average share amounts, in the nine months ended September 30, 2013 and 2014, on a comparable basis, by adjusting to (1) with respect to Adjusted OIBDA only, include incremental costs associated with operating as a stand-alone public company of $14.2 million in the nine months ended September 30, 2014, (2) with respect to FFO and AFFO, and related per adjusted weighted average share amounts, only, include incremental costs associated with operating as a stand-alone public company, net of tax, of $8.5 million in the nine months ended September 30, 2014, and interest expense, net of tax, of $34.3 million in the nine months ended September 30, 2014, relating to our entry into the Senior Credit Facilities, the issuance of the Senior Notes in the first quarter of 2014, and the lender commitment to provide a senior unsecured bridge term loan facility for the purpose of financing the Acquisition in the event we did not complete the offering of the New Senior Notes, (3) with respect to FFO and related per adjusted weighted average share amounts only, exclude restructuring charges, net of tax, of $5.6 million and costs related to the Acquisition, net of tax, of $1.3 million incurred in the nine months ended September 30, 2014, and an income tax benefit from the reversal of deferred tax liabilities due to our REIT conversion of $232.3 million, and (4) with respect to AFFO, and related per adjusted weighted average share amounts, only, include amortization of deferred financing costs of $10.7 million incurred in the nine months ended

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September 30, 2014. Our management believes these adjusted presentations are useful in evaluating our business because they allow users to compare our operating performance for 2013 against the operating performance of the periods presented for 2014, taking into account certain significant costs arising as a result of the Separation and the Acquisition, as well as our REIT conversion.

Since adjusted weighted average shares, Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO, FFO and AFFO per adjusted weighted average share for basic and diluted EPS and, on a comparable basis, Adjusted OIBDA, FFO and AFFO and related per adjusted weighted average share amounts, are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, weighted average shares outstanding for basic and diluted EPS, operating income, net income, revenues and net income per common share for basic and diluted EPS, the most directly comparable GAAP financial measures, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

Reconciliation of Non-GAAP Financial Measures

The following table reconciles operating income to Adjusted OIBDA, and net income to FFO and AFFO. The table also reconciles Adjusted OIBDA, FFO and AFFO to Adjusted OIBDA, FFO and AFFO, and related per adjusted weighted average share amounts, on a comparable basis.

	Nine Months Ended
	September 30,
(in millions, except per share amounts)	2014			2013
Operating income	$	132.6		$	162.1
Restructuring charges(a)		6.2			—
Acquisition costs(b)		1.4			—
Net gain on dispositions		(1.4	)		(9.8	)
Depreciation		79.3			78.3
Amortization		67.3			68.2
Stock-based compensation(a)		7.4			5.8
Adjusted OIBDA		292.8			304.6
Incremental stand-alone costs(c)		—			(14.2	)
Adjusted OIBDA on a comparable basis	$	292.8		$	290.4
Net income	$	279.1		$	93.5
Depreciation of billboard advertising structures		73.6			73.2
Amortization of real estate-related intangible assets		32.2			32.5
Amortization of direct lease acquisition costs		24.2			22.7
Net (gain) loss on disposition of billboard advertising structures, net of tax		(0.4	)		(5.7	)
Adjustment related to equity-based investments		0.6			0.6
FFO		409.3			216.8
Restructuring charges, net of tax(a)		5.6			—
Acquisition costs, net of tax(b)		1.3			—
Income tax benefit from reversal of deferred tax liabilities due to REIT conversion		(232.3	)		—
Incremental stand-alone costs, net of tax(c)		—			(8.5	)
Incremental interest expense, net of tax(d)		—			(34.3	)
FFO on a comparable basis	$	183.9		$	174.0

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	Nine Months Ended
	September 30,
(in millions, except per share amounts)	2014			2013
FFO	$	409.3		$	216.8
Adjustment for deferred income taxes		(246.4	)		(8.8	)
Cash paid for direct lease acquisition costs		(24.3	)		(24.1	)
Maintenance capital expenditures(g)		(15.4	)		(14.2	)
Restructuring charges—severance, net of tax		2.4			—
Acquisition costs, net of tax(b)		1.3			—
Other depreciation		5.7			5.1
Other amortization		10.9			13.0
Stock-based compensation		10.9			5.8
Non-cash effect of straight-line rent		(0.7	)		1.0
Accretion expense		1.7			1.8
Amortization of deferred financing costs		10.7			—
AFFO		166.1			196.4
Incremental stand-alone costs, net of tax(c)		—			(8.5	)
Incremental interest expense, net of tax(d)		—			(34.3	)
Amortization of deferred financing costs		—			10.7
AFFO on a comparable basis	$	166.1		$	164.3
FFO on a comparable basis, per adjusted weighted average share(e):
Basic	$	1.53		$	1.45
Diluted	$	1.53		$	1.44
AFFO on a comparable basis, per adjusted weighted average share(e):
Basic	$	1.38		$	1.37
Diluted	$	1.38		$	1.36
Adjusted weighted average shares(e):
Basic		120.0			120.0
Diluted		120.5			120.5
Weighted average shares outstanding(f):
Basic		112.3			112.3
Diluted		112.8			112.8

(a) Restructuring charges relate to the severance of an executive and includes stock-based compensation expenses of $3.5 million.

(b) Adjustment to reflect costs related to the Acquisition.

(c) Adjustment to reflect incremental costs to operate as a stand-alone company at the same level as 2014.

(d) Adjustment to reflect incremental interest expense, net of tax, at the same level as 2014.

(e) Adjusted weighted average shares includes the 23,000,000 shares issued on April 2, 2014, in connection with the IPO and the 97,000,000 shares outstanding after our stock split^(f) for basic EPS. See “—Our Initial Public Offering”. Adjusted weighted average shares for diluted EPS also includes dilutive potential shares from grants of RSUs, PRSUs and stock options.

(f) On March 14, 2014, our board of directors declared a 970,000 to 1 stock split. As a result of the stock split, the 100 shares of our common stock then outstanding were converted into 97,000,000 shares of our common stock. The effects of the stock split have been applied retroactively to all reported periods for EPS purposes.

(g) Prior period amounts have been revised to the current presentation to reflect non-cash purchases of property, plant and equipment.

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FFO in the nine months ended September 30, 2014, of $409.3 million increased 89% compared to the same prior-year period, primarily due to the reversal of $232.3 million of deferred income tax liabilities due to our change in tax status to that of a REIT, partially offset by higher interest costs, net of tax, of $34.3 million and incremental stand-alone costs, net of tax, of $8.5 million. AFFO in the nine months ended September 30, 2014, was $166.1 million, a decrease of 15% compared to the same prior-year period. On a comparable basis, FFO increased 6% and AFFO increased 1% in the nine months ended September 30, 2014, compared to the same prior-year period. AFFO on a comparable basis per adjusted weighted average share was $1.38 per share for basic and diluted EPS in the nine months ended September 30, 2014. AFFO on a comparable basis per adjusted weighted average share was $1.37 for basic EPS and $1.36 for diluted EPS in the nine months ended September 30, 2013. The increase in FFO and FFO per adjusted weighted average share, on a comparable basis, for the nine months ended September 30, 2014, compared to the same prior-year period, was primarily due to the decline in the effective tax rate in 2014. The decline in our effective tax rate is due to our conversion to a REIT, effective July 17, 2014. AFFO and AFFO per adjusted weighted average share for the nine months ended September 30, 2014, on a comparable basis, increased 1% compared to the same prior-year period, due primarily to lower current income tax expense for the period, offset by a decline in pre-tax income and increases in maintenance capital expenditures and rent.

Analysis of Results of Operations—Nine Months Ended September 30, 2014 vs. Nine Months Ended September 30, 2013

Revenues

								(in constant dollars)(b)
	Nine Months Ended September 30,				% Change			Nine Months Ended September 30, 2013		% Change
(in millions, except percentages)	2014		2013
Revenues:
Billboard	$	690.2	$	685.8		1	%	$	678.6		2	%
Transit and other		268.6		264.3		2			262.1		2
Total revenues	$	958.8	$	950.1		1		$	940.7		2
Same-site revenues(a)	$	953.6	$	935.9		2
Non-comparable revenues		5.2		14.2		(63	)
Total revenues	$	958.8	$	950.1		1

(a) Same-site revenues are adjusted to exclude revenues attributable to any billboards or transit agreements which were not in place for both periods in their entirety, as a result of new acquisitions, new agreements, divestitures, and non-renewals (“non-comparable revenues”). We provide same-site revenues to understand the underlying growth rate of revenue excluding the impact of non-comparable revenues. Our management believes same-site revenues are useful to users because it enables them to better understand the level of growth of our business period to period. Since same-site revenues are not calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Same-site revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

(b) Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods.

Total revenues increased $8.7 million, or 1%, and same-site revenues increased $17.7 million, or 2%, in the nine months ended September 30, 2014, compared to the same prior-year period. Non-comparable revenues primarily reflect the November 2013 sale of our transit shelter operations in the greater Los Angeles area and the April 2014 non-renewal of an unprofitable contract. Our constant dollar revenues for the nine months ended September 30, 2014, increased 2% compared to the same prior-year period.

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Total billboard revenues increased $4.4 million, or 1%, in the nine months ended September 30, 2014, compared to the same prior-year period, principally driven by growth in average revenue per display (yield) attributable to the conversion of traditional static billboard displays to digital billboard displays, partially offset by foreign currency exchange losses of $7.2 million. In constant dollars, billboard revenues increased $11.6 million, or 2%.

Total transit and other revenues increased $4.3 million, or 2%, in the nine months ended September 30, 2014, compared to the same prior-year period, driven by higher revenues in 2014 from the healthcare/pharmaceuticals and television industries and local sales in the New York metropolitan area, partially offset by lower revenues in 2014 from the beer/liquor industry, the sale of our transit shelter operations in the greater Los Angeles area, the non-renewal of an unprofitable contract and softer market conditions in national advertising.

Expenses

	Nine Months Ended
	September 30,						%
(in millions, except percentages)	2014			2013			Change
Expenses:
Operating	$	512.3		$	504.5			2	%
Selling, general and administrative		161.1			146.8			10
Restructuring charges		6.2			—			*
Acquisition costs		1.4			—			*
Net (gain) loss on dispositions		(1.4	)		(9.8	)		(86	)
Depreciation		79.3			78.3			1
Amortization		67.3			68.2			(1	)
Total expenses	$	826.2		$	788.0			5

Operating Expenses

	Nine Months Ended
	September 30,				%
(in millions, except percentages)	2014		2013		Change
Operating expenses:
Billboard property lease	$	214.3	$	214.8		—	%
Transit franchise		143.8		138.2		4
Posting, maintenance and other		154.2		151.5		2
Total operating expenses	$	512.3	$	504.5		2

Billboard property lease expenses represented 31% of billboard revenues in each of the nine months ended September 30, 2014, and 2013. Transit franchise expenses represented 64% of transit revenues in the nine months ended September 30, 2014, and 60% for the same prior-year period. The increase in transit franchise expenses as a percentage of transit revenues in both periods is due primarily to the timing of accruals, principally in the New York market, compared to the corresponding prior-year periods.

Posting, maintenance and other expenses as a percentage of Revenues were 16% in each of the nine months ended September 30, 2014 and 2013. Posting, maintenance and other expenses increased $2.7 million, or 2%, in the nine months ended September 30, 2014, compared to the same prior-year period, principally due to higher production and installation costs and an increase in property taxes.

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Selling, General and Administrative Expenses

SG&A expenses represented 17% of Revenues in the nine months ended September 30, 2014, and 15% for the same prior-year period. SG&A expenses increased $14.3 million, or 10%, in the nine months ended September 30, 2014, compared to the same prior-year period, primarily due to incremental stand-alone costs of $14.2 million, a higher provision for bad debt relative to last year, as 2013 benefited from an improved trend in receivable collections, and increased compensation-related expenses, partially offset by lower costs associated with our conversion to a REIT.

Net Gain on Dispositions

Net gain on dispositions was $1.4 million in the nine months ended September 30, 2014, and includes a gain of $0.6 million related to the divestiture of a transit shelter operation in the greater Los Angeles area. Net gain on dispositions in the nine months ended September 30, 2013, includes a gain of $9.8 million from the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey.

Depreciation

Depreciation increased $1 million, or 1%, in the nine months ended September 30, 2014, compared to the same prior-year period, due primarily to higher depreciation associated with the increased number of digital billboards.

Amortization

Amortization decreased $0.9 million, or 1% in the nine months ended September 30, 2014, compared to the same prior-year period, principally driven by lower amortization due to dispositions in 2013. Amortization expense includes the amortization of direct lease acquisition costs of $24.2 million in the nine months ended September 30, 2014, and $22.7 million in the same prior-year period. Capitalized direct lease acquisition costs were $24.4 million in the nine months ended September 30, 2014, and $22.8 million in the same prior-year period.

Interest expense

Interest expense was $57.3 million in the nine months ended September 30, 2014. We incurred indebtedness of $1.6 billion on January 31, 2014. See “—Liquidity and Capital Resources.”

Benefit (Provision) for Income Taxes

Prior to the Separation, our income tax provisions were calculated on a separate tax return basis, even though our U.S. operating results were included in the consolidated federal, and certain state and local income tax returns of CBS. CBS manages its tax position for the benefit of the entire portfolio of its businesses and, as such, the assumptions, methodologies and calculations made for purposes of determining our tax provision and related tax accounts in the consolidated financial statements herein may differ from those made by CBS and, in addition, are not necessarily reflective of the tax strategies that we would have followed as a separate stand-alone company operating as a REIT.

As a REIT, we must distribute to our stockholders, for the tax year commencing July 17, 2014, and ending December 31, 2014, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on the undistributed income. In addition, we are subject to a 4% nondeductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute net income to our stockholders in a manner to satisfy the REIT 90% distribution requirement and to avoid the 4% nondeductible excise tax.

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The benefit for income taxes was $202.9 million in the nine months ended September 30, 2014, including the reversal of $232.3 million, representing substantially all deferred income tax liabilities, net, as a result of our REIT conversion, and the provision for income taxes was $70.5 million for the same prior year period. Excluding the non-cash benefit recorded as a result of our REIT conversion in 2014, the effective income tax rate was 39.3% in the nine months ended September 30, 2014 and 43.5% for the same prior-year period. As a result of our REIT conversion, our expected effective tax rate in the future will be substantially lower.

Net income

In the nine months ended September 30, 2014, Net income was $279.1 million, an increase of $185.6 million compared to the same prior-year period, primarily due to the write-off of deferred taxes in connection with our conversion to a REIT and higher revenues, partially offset by the incurrence of after-tax interest expense, after-tax incremental stand-alone costs, restructuring charges and costs related to the Acquisition in 2014, and an after-tax gain on the disposition of most of our billboards in Salt Lake City in 2013.

Segment Results of Operations—For the Nine Months Ended September 30, 2014 and 2013

We present Adjusted OIBDA as the primary measure of profit and loss for our operating segments in accordance with Financial Accounting Standards Board (the “FASB”) guidance for segment reporting. See “—Key Performance Indicators.”

The following table presents our Revenues, Adjusted OIBDA, Operating income (loss) and Depreciation and Amortization by segment, in the nine months ended September 30, 2014 and 2013.

	Nine Months Ended
	September 30,
(in millions)	2014			2013
Revenues:
United States	$	842.4		$	827.6
International		116.4			122.5
Total revenues		958.8			950.1
Foreign currency exchange impact		—			(9.4	)
Constant dollar revenues(a)	$	958.8		$	940.7
Operating income	$	132.6		$	162.1
Restructuring charges(b)		6.2			—
Acquisition costs(b)		1.4			—
Net gain on dispositions		(1.4	)		(9.8	)
Depreciation		79.3			78.3
Amortization		67.3			68.2
Stock-based compensation(b)		7.4			5.8
Adjusted OIBDA	$	292.8		$	304.6
Adjusted OIBDA:
United States	$	293.0		$	300.2
International		16.9			20.0
Corporate		(17.1	)		(15.6	)
Total Adjusted OIBDA	$	292.8		$	304.6
Operating income (loss):
United States	$	168.5		$	185.4
International		(3.8	)		(1.9	)
Corporate		(32.1	)		(21.4	)
Total operating income	$	132.6		$	162.1

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(a) Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods.

(b) Restructuring charges, costs related to the Acquisition and stock-based compensation are classified as Corporate expenses.

United States

	Nine Months Ended
	September 30,						%
(in millions, except percentages)	2014			2013			Change
Revenues:
Billboard	$	599.7		$	589.8			2	%
Transit and other		242.7			237.8			2
Total revenues	$	842.4		$	827.6			2
Same-site revenues(a)	$	837.2		$	813.4			3
Non-comparable revenues		5.2			14.2			(63	)
Total revenues		842.4			827.6			2
Operating expenses		(435.8	)		(426.1	)		2
SG&A expenses		(113.6	)		(101.3	)		12
Adjusted OIBDA	$	293.0		$	300.2			(2	)
Operating income	$	168.5		$	185.4			(9	)
Net gain on dispositions		(1.3	)		(10.0	)		(87	)
Depreciation and amortization		125.8			124.8			1
Adjusted OIBDA	$	293.0		$	300.2			(2	)

(a) Same-site revenues are adjusted to exclude revenues attributable to any billboards or transit agreements which were not in place for both periods in their entirety, as a result of new acquisitions, new agreements, divestitures, and non-renewals (“non-comparable revenues”).

Total U.S. revenues increased $14.8 million, or 2%, and U.S. same-site revenues increased $23.8 million, or 3%, in the nine months ended September 30, 2014, compared to the same prior-year period. Total revenue growth was led by increases in the retail, television, healthcare/pharmaceuticals and professional services categories. In the nine months ended September 30, 2014 and 2013, we generated approximately 40% of our U.S. revenues from national advertising campaigns.

Revenues from U.S. billboards increased $9.9 million, or 2%, in the nine months ended September 30, 2014, compared to the same prior-year period, reflecting growth in average revenue per display (yield) attributable to the conversion of traditional static billboard displays to digital billboard displays.

Transit and other revenues in the U.S. increased $4.9 million, or 2%, in the nine months ended September 30, 2014, compared to the same prior-year period, reflecting higher revenues in 2014 from the healthcare/pharmaceuticals and television industries and local sales in the New York metropolitan area, partially offset by lower revenues in 2014 from the beer/liquor industry, the sale of our transit shelter operations in the greater Los Angeles area, the non-renewal of an unprofitable contract and softer market conditions in national advertising.

U.S. operating and SG&A expenses increased $9.7 million and $12.3 million, or 2% and 12%, respectively, in the nine months ended September 30, 2014, compared to the same prior-year period, primarily due to incremental stand-alone costs, a higher provision for bad debt relative to last year, as 2013 benefited from an

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improved trend in receivable collections, increased compensation-related expenses, higher transit franchise expenses due to the increase in transit revenues, and the timing of accruals, principally in the New York market, compared to the corresponding prior-year periods.

U.S. Adjusted OIBDA decreased $7.2 million in the nine months ended September 30, 2014, compared to the same prior-year period, as the nine months ended September 30, 2014, includes $6.5 million of incremental stand-alone costs. Adjusted OIBDA margin decreased to 35% in the nine months ended September 30, 2014, from 36% in the same prior-year period.

International

										(in constant dollars)(b)
	Nine Months Ended September 30,						% Change			Nine Months Ended September 30, 2013			% Change
(in millions, except percentages)	2014			2013
Revenues:
Billboard	$	90.5		$	96.0			(6	)%	$	88.8			2	%
Transit and other		25.9			26.5			(2	)		24.3			7
Total revenues	$	116.4		$	122.5			(5	)	$	113.1			3
Same-site revenues(a)	$	116.4		$	122.5			(5	)
Non-comparable revenues		—			—			*
Total revenues	$	116.4		$	122.5			(5	)
Canada	$	62.6		$	63.4			(1	)	$	59.5			5
Latin America		53.8			59.1			(9	)		53.6			—
Total revenues		116.4			122.5			(5	)		113.1			3
Operating expenses		(76.5	)		(78.4	)		(2	)		(72.2	)		6
SG&A expenses		(23.0	)		(24.1	)		(5	)		(21.4	)		7
Adjusted OIBDA	$	16.9		$	20.0			(16	)	$	19.5			(13	)
Operating income (loss)	$	(3.8	)	$	(1.9	)		100
Net (gain) loss on dispositions		(0.1	)		0.2			*
Depreciation and amortization		20.8			21.7			(4	)
Adjusted OIBDA	$	16.9		$	20.0			(16	)

* Calculation is not meaningful.

(a) Same-site revenues are adjusted to exclude revenues attributable to any billboards or transit agreements which were not in place for both periods in their entirety, as a result of new acquisitions, new agreements, divestitures, and non-renewals (“non-comparable revenues”).

(b) Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods.

Total international revenues decreased $6.1 million, or 5%, in the nine months ended September 30, 2014, compared to the same prior-year period, reflecting the negative impact of foreign exchange. In constant dollars, total international revenues increased 3%, driven by an increase in Canada of 5%.

International operating expenses decreased $1.9 million, or 2%, in the nine months ended September 30, 2014, compared to the same prior-year period, driven by the impact of foreign exchange rates, partially offset by

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an increase in billboard property and transit franchise lease costs in Canada and South America. International SG&A expenses decreased $1.1 million, or 5%, compared to the prior-year period, primarily driven by the impact of foreign exchange rate changes, partially offset higher compensation-related expenses and commissions.

International Adjusted OIBDA decreased $3.1 million, or 16%, in the nine months ended September 30, 2014, compared to the same prior-year period, driven by the decrease in revenues and higher expenses, both on a constant dollar basis. In constant dollars, international Adjusted OIBDA decreased $2.6 million in the nine months ended September 30, 2014, or 13%, compared to the same prior-year period.

Corporate

Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding restructuring charges, costs related to the Acquisition and stock-based compensation, were $17.1 million in the nine months ended September 30, 2014 and $15.6 million in the same prior-year period, reflecting incremental stand-alone costs of $7.7 million, partially offset by lower costs associated with our conversion to a REIT.

Analysis of Results of Operations—2013 vs. 2012 and 2012 vs. 2011

The following table sets forth our results of operations.

	Year Ended December 31,
	2013			2012			2011
Revenues:
Billboard	$	925.7		$	913.6		$	894.2
Transit and other		368.3			371.0			382.9
Total revenues		1,294.0			1,284.6			1,277.1
Expenses:
Operating		686.9			700.1			689.4
Selling, general and administrative		199.8			181.8			178.4
Restructuring charges		—			2.5			3.0
Net (gain) loss on dispositions		(27.3	)		2.2			2.0
Depreciation		104.5			105.9			109.0
Amortization		91.3			90.9			102.9
Total expenses		1,055.2			1,083.4			1,084.7
Operating income		238.8			201.2			192.4
Other income (expense), net		(1.2	)		(1.0	)		.8
Income before income taxes and equity in earnings of investee companies		237.6			200.2			193.2
Provision for income taxes		(96.6	)		(89.0	)		(87.8	)
Equity in earnings of investee companies, net of tax		2.5			2.2			1.7
Net income	$	143.5		$	113.4		$	107.1

Revenues. For 2013, total revenues increased $9.4 million, or 1%, to $1.29 billion from $1.28 billion in 2012. Our “same-site” revenues, which exclude the impact of new billboards and transit agreements, as well as divested billboards and the nonrenewal of transit agreements, increased 1% compared to the prior year.

Total billboard revenues increased $12.1 million, or 1%, to $925.7 million in 2013 from $913.6 million in 2012, principally driven by an increase in the number of digital billboard displays, which were mainly converted from static displays, to approximately 390 at December 31, 2013 from approximately 280 at December 31, 2012.

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Revenues generated from billboard displays that were digital at December 31, 2013 were $74.3 million for 2013, an increase of $13.0 million, or 21%, compared to revenues on the same billboard displays (whether static or digital) for the comparable prior-year period. Billboard revenue growth also reflects higher average rates in the United States, partially offset by lower political advertising in Mexico due to the presidential election in 2012, a decline in Canada and the negative impact of foreign exchange rate changes. Billboard occupancy in the United States in 2013 was comparable to 2012.

For 2013, total transit and other revenues decreased $2.7 million, to $368.3 million from $371.0 million in 2012, driven by a decrease of $5.7 million attributable to the nonrenewal of several low-margin and unprofitable transit agreements in Canada, partially offset by growth in the United States attributable to higher average rates.

The following table presents a reconciliation of same-site revenues to total reported revenues. Same-site revenues are adjusted to exclude revenues attributable to any billboards or transit agreements which were not in place for each of the years in their entirety, as a result of new acquisitions, new agreements, divestitures, and nonrenewals (“non-comparable revenues”).

Year Ended December 31,	2013		2012
Same-site revenues	$	1,276.7	$	1,261.5
Non-comparable revenues		17.3		23.1
Total revenues	$	1,294.0	$	1,284.6

For 2012, total revenues increased $7.5 million, or 1%, to $1.28 billion, compared to the prior year reflecting improvement in the economy, partially offset by the impact of the nonrenewal of certain contracts. Same-site revenues for 2012 increased 3% from 2011.

Total billboard revenues increased $19.4 million, or 2%, to $913.6 million in 2012 from $894.2 million in 2011, principally driven by an increase in the number of digital billboard displays, which were mainly converted from static displays, to approximately 280 at December 31, 2012 from approximately 170 at December 31, 2011. Revenues generated from billboard displays that were digital at December 31, 2012 were $57.4 million for 2012, an increase of $14.6 million, or 34%, compared to revenues on the same billboard displays (whether static or digital) for the comparable prior-year period. Billboard revenue growth also reflects increased occupancy in the United States and higher political advertising in Mexico due to the presidential election in 2012, partially offset by the negative impact of foreign exchange rate changes.

Total transit and other revenues decreased $11.9 million, or 3%, to $371.0 million in 2012 from $382.9 million in 2011, driven by the nonrenewal of several transit contracts with municipalities, mainly with the Toronto Transit Commission, which was partially offset by new transit contracts with the New York Metropolitan Transportation Authority (“MTA”) to operate certain digital transit displays in New York City. In aggregate, the nonrenewal and addition of new transit agreements resulted in a net decrease to transit and other revenues of eight percentage points. Absent these additional and nonrenewed agreements, underlying growth in transit revenues for 2012 mainly reflects increased occupancy.

The following table presents a reconciliation of same-site revenues to total reported revenues. Same-site revenues are adjusted to exclude revenues attributable to any billboards or transit agreements which were not in place for each of the years in their entirety, as a result of new acquisitions, new agreements, divestitures and nonrenewals.

Year Ended December 31,	2012		2011
Same-site revenues	$	1,253.6	$	1,217.0
Non-comparable revenues		31.0		60.1
Total revenues	$	1,284.6	$	1,277.1

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Operating Expenses. For 2013, operating expenses decreased $13.2 million, or 2%, to $686.9 million from $700.1 million in 2012, and for 2012 increased $10.7 million, or 2%, to $700.1 million from $689.4 million in 2011.

The table below presents our operating expenses by type.

Year Ended December 31,	2013		2012		Increase/ (Decrease) 2013 vs. 2012					2011		Increase/ (Decrease) 2012 vs. 2011
Billboard property lease	$	285.4	$	279.0	$	6.4		2	%	$	272.2	$	6.8		2	%
Transit franchise		197.1		203.8		(6.7	)	(3	)		208.1		(4.3	)	(2	)
Posting, maintenance and other site-related		195.6		207.8		(12.2	)	(6	)		198.5		9.3		5
Other		8.8		9.5		(.7	)	(7	)		10.6		(1.1	)	(10	)
Total operating expenses	$	686.9	$	700.1	$	(13.2	)	(2	)	$	689.4	$	10.7		2

Billboard property lease expenses represented 42%, 40% and 39% of total operating expenses for 2013, 2012 and 2011, respectively. Billboard property lease expenses increased $6.4 million, or 2%, to $285.4 million in 2013 from $279.0 million in 2012, principally due to higher contractual rent from lease renewals and higher contingent rent expenses associated with increased billboard revenues. Billboard property lease expenses increased $6.8 million, or 2%, to $279.0 million in 2012 from $272.2 million in 2011, principally due to higher contingent rent expenses associated with the increase in billboard revenues. Billboard property lease expenses represented 31% of billboard revenues in each of 2013 and 2012, and represented 30% of billboard revenues in 2011.

Transit franchise expenses represented 29% of total operating expenses in each of 2013 and 2012, and represented 30% of total operating expenses for 2011. Transit franchise expenses decreased $6.7 million, or 3%, to $197.1 million in 2013 from $203.8 million in 2012, principally driven by cost reductions upon the renewal of a transit contract in Los Angeles at more favorable terms and the nonrenewal of several low margin and unprofitable transit agreements, mainly in Canada, partially offset by higher revenue-sharing expenses in the United States associated with the increase in the related transit and other revenues. For 2012, transit franchise expenses decreased $4.3 million, or 2%, to $203.8 million from $208.1 million in 2011, principally driven by the nonrenewal of the contract with the Toronto Transit Commission, partially offset by higher revenue-sharing expenses in the United States associated with the increase in transit and other revenues. Transit franchise expenses represented 62%, 64% and 63% of transit revenues in 2013, 2012 and 2011, respectively.

Posting, maintenance and other site-related expenses represented 28%, 30% and 29% of total operating expenses for 2013, 2012 and 2011, respectively. Posting, maintenance and other site-related expenses decreased $12.2 million, or 6%, to $195.6 million in 2013 from $207.8 million in 2012, principally due to a tax imposed on the billboard industry in Toronto, which resulted in a one-time retroactive payment of $7.9 million in 2012 and lower direct costs for compensation in 2013. For 2012, posting, maintenance and other site-related expenses increased $9.3 million, or 5%, to $207.8 million from $198.5 million in 2011, principally due to the aforementioned Toronto billboard tax which resulted in a $12.4 million expense in 2012. This increase was partially offset by cost decreases associated with foreign exchange rate changes.

Selling, General and Administrative Expenses. SG&A expenses represented 15% of revenues in 2013 and 14% of revenues in each of 2012 and 2011. SG&A expenses increased $18.0 million, or 10%, to $199.8 million in 2013 from $181.8 million in 2012, primarily reflecting professional fees of $7.3 million associated with matters related to our expected election and qualification to be taxed as a REIT, incremental costs of $5.2 million related to our preparation to operate as a stand-alone public company, and other increases in professional fees. For 2012, SG&A expenses increased $3.4 million, or 2%, to $181.8 million from $178.4 million in 2011, principally reflecting higher employee compensation expenses, including benefits.

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Restructuring Charges. During 2012 and 2011, in efforts to reduce our cost structure, we recorded restructuring charges of $2.5 million and $3.0 million, respectively, primarily in the U.S. segment. The charges principally reflect severance costs associated with the elimination of positions across various departments. There were no restructuring charges in 2013.

Net (Gain) Loss on Dispositions. Net gain on dispositions in 2013 was $27.3 million, which included a gain of $9.8 million from the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey and a gain of $17.5 million associated with the disposition of our transit shelter operations in Los Angeles. During 2013, we sold 50% of our transit shelter operations in Los Angeles, and we and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture they own together.

During 2012 and 2011, we recorded a net loss from dispositions of $2.2 million and $2.0 million, respectively.

Depreciation. For 2013, depreciation decreased $1.4 million, or 1%, to $104.5 million from $105.9 million in 2012. For 2012, depreciation decreased $3.1 million, or 3%, to $105.9 million from $109.0 million in 2011. Both of these decreases were principally driven by lower depreciation associated with disposed billboards.

Amortization. For 2013, amortization increased $0.4 million to $91.3 million from $90.9 million in 2012. For 2012, amortization decreased $12.0 million, or 12%, to $90.9 million from $102.9 million in 2011, principally a result of certain leasehold agreements becoming fully amortized. During 2013, 2012 and 2011, direct lease acquisition costs of $30.8 million, $31.4 million and $32.1 million, respectively, were capitalized and $30.9 million, $31.1 million and $32.1 million, respectively, were amortized.

Other Income (Expense), Net. For all the years presented “Other income (expense), net” primarily reflects foreign exchange gains and losses.

Provision for Income Taxes. Our income tax provisions as presented herein are calculated on a separate tax return basis, even though our U.S. operating results were included in the consolidated federal and certain state and local income tax returns of CBS. CBS manages its tax position for the benefit of the entire portfolio of its businesses and, as such, the assumptions, methodologies and calculations made for purposes of determining our tax provision and related tax accounts in the consolidated financial statements herein may differ from those made by CBS and, in addition, are not necessarily reflective of the tax strategies that we would have followed as a separate stand-alone company.

The provision for income taxes represents federal, state, local and foreign income taxes on income before taxes and equity in earnings of investee companies. The provision for income taxes was $96.6 million in 2013, $89.0 million in 2012 and $87.8 million in 2011, reflecting an effective income tax rate of 40.7% in 2013, 44.5% in 2012 and 45.4% in 2011. The decrease in the effective tax rate for 2013 was primarily driven by lower state taxes resulting from changes in state tax legislation.

Equity in Earnings of Investee Companies, Net of Tax. Equity in earnings of investee companies, net of tax of $2.5 million in 2013, $2.2 million for 2012 and $1.7 million for 2011 reflects our share of the operating results of our 50% owned joint ventures, which consists of two out-of-home advertising companies that operate transit shelters in Los Angeles and Vancouver.

Net Income. We reported net income of $143.5 million in 2013, $113.4 million in 2012 and $107.1 million in 2011. The increases in net income were mainly driven by revenue growth.

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Segment Results of Operations—For the Years Ended December 31, 2013, 2012 and 2011

We present Adjusted OIBDA as the primary measure of profit and loss for our operating segments in accordance with FASB guidance for segment reporting.

The following tables present our revenues, Adjusted OIBDA, operating income (loss) and depreciation and amortization by segment, for each of the years ended December 31, 2013, 2012 and 2011.

Year Ended December 31,	2013			2012			2011
Revenues:
United States	$	1,130.1		$	1,098.6		$	1,051.5
International		163.9			186.0			225.6
Total revenues	$	1,294.0		$	1,284.6		$	1,277.1
Adjusted OIBDA:
United States	$	406.4		$	385.4		$	364.7
International		29.1			30.5			57.2
Corporate		(20.7	)		(7.5	)		(7.6	)
Total Adjusted OIBDA		414.8			408.4			414.3
Stock-based compensation(a)		(7.5	)		(5.7	)		(5.0	)
Restructuring charges		—			(2.5	)		(3.0	)
Net gain (loss) on dispositions		27.3			(2.2	)		(2.0	)
Depreciation		(104.5	)		(105.9	)		(109.0	)
Amortization		(91.3	)		(90.9	)		(102.9	)
Operating income		238.8			201.2			192.4
Other income (expense), net		(1.2	)		(1.0	)		0.8
Income before income taxes and equity in earnings of investee companies		237.6			200.2			193.2
Provision for income taxes		(96.6	)		(89.0	)		(87.8	)
Equity in earnings of investee companies, net of tax		2.5			2.2			1.7
Net income	$	143.5		$	113.4		$	107.1

Year Ended December 31,	2013			2012			2011
Operating income (loss):
United States	$	267.1		$	216.4		$	192.2
International		(0.1	)		(2.0	)		12.8
Corporate		(28.2	)		(13.2	)		(12.6	)
Total operating income	$	238.8		$	201.2		$	192.4

Year Ended December 31,	2013		2012		2011
Depreciation and amortization:
United States	$	166.8	$	165.6	$	168.2
International		29.0		31.2		43.7
Total depreciation and amortization	$	195.8	$	196.8	$	211.9

(a) Stock-based compensation is classified as a corporate expense.

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United States. Our U.S. segment contributed 87% to total revenues in 2013, 86% to total revenues in 2012 and 82% to total revenues in 2011.

2013 vs. 2012

Year Ended December 31,	2013			2012
Same-site revenues	$	1,112.8		$	1,083.2
Non-comparable revenues		17.3			15.4
Total revenues		1,130.1			1,098.6
Operating and SG&A expenses		(723.7	)		(713.2	)
Adjusted OIBDA		406.4			385.4
Restructuring charges		—			(1.8	)
Net gain (loss) on dispositions		27.5			(1.6	)
Depreciation and amortization		(166.8	)		(165.6	)
Operating income	$	267.1		$	216.4

For 2013, total U.S. revenues increased $31.5 million, or 3%, to $1.13 billion from $1.10 billion in 2012. Revenues from U.S. billboards increased $25.9 million, or 3%, to $796.6 million in 2013 from $770.7 million in 2012, reflecting growth attributable to the conversion of traditional static billboard displays to digital billboard displays, and an increase in average rates. Total revenue growth was led by increases from the New York City and San Francisco markets, which increased 3% and 10%, respectively. Revenues generated from billboard displays that were digital at December 31, 2013 were $72.7 million in 2013, an increase of $12.3 million, or 20%, compared with revenues on the same billboard displays (whether static or digital) in 2012. At December 31, 2013, there were 373 digital billboard displays in the United States, compared to 277 at December 31, 2012. Transit and other revenues in the United States increased $5.6 million, or 2%, to $333.5 million in 2013 from $327.9 million in 2012, reflecting an increase in average rates.

For 2013, U.S. operating and SG&A expenses increased $10.5 million, or 1%, to $723.7 million from $713.2 million in 2012. U.S. billboard property lease costs increased 4%, primarily reflecting higher contingent rent associated with the increase in revenues and higher contractual rent from lease renewals. U.S. transit franchise expenses decreased 2%, primarily reflecting cost reductions upon the renewal of a transit contract in Los Angeles at more favorable terms, partially offset by higher revenue-sharing expense associated with the increase in transit and other revenues. In the United States, billboard property lease expenses represented 29% and 30% of billboard revenues in 2013 and 2012, respectively, and transit franchise expenses represented 64% and 66% of transit revenues in 2013 and 2012, respectively.

For 2013, U.S. Adjusted OIBDA increased $21.0 million, or 5%, to $406.4 million from $385.4 million in 2012 and the Adjusted OIBDA margin increased to 36% in 2013 from 35% in 2012. Net gain on dispositions in 2013 was $27.5 million, which included a gain of $9.8 million from the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey and $17.5 million associated with the disposition of our transit shelter operations in Los Angeles. During 2013, we sold 50% of our transit shelter operations in Los Angeles, and we and the buyer each subsequently contributed our respective 50% interests in these operations to a 50/50 joint venture we own together.

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2012 vs. 2011

Year Ended December 31,	2012			2011
Same-site revenues	$	1,075.1		$	1,032.4
Non-comparable revenues		23.5			19.1
Total revenues		1,098.6			1,051.5
Operating and SG&A expenses		(713.2	)		(686.8	)
Adjusted OIBDA		385.4			364.7
Restructuring charges		(1.8	)		(2.2	)
Net loss on dispositions		(1.6	)		(2.1	)
Depreciation and amortization		(165.6	)		(168.2	)
Operating income	$	216.4		$	192.2

For 2012, total U.S. revenues increased $47.1 million, or 4%, to $1.10 billion from $1.05 billion in 2011, primarily reflecting the conversion of additional traditional static billboard displays to digital billboard displays, which generate more revenues than traditional static billboard displays, and improvement in the economy. Total revenue growth was led by increases in our two largest markets, New York City and Los Angeles, which increased 11% and 4%, respectively. Revenues from U.S. billboards increased $23.9 million, or 3%, to $770.7 million in 2012 from $746.8 million in 2011, reflecting higher pricing and occupancy rates and growth attributable to an increase in the number of digital billboard displays to 277 at December 31, 2012 from 173 at December 31, 2011. Revenues generated from billboard displays that were digital at December 31, 2012 were $57.4 million for 2012, an increase of $14.6 million, or 34%, compared to revenues on the same billboard displays (whether static or digital) for the comparable prior-year period. Transit and other revenues in the United States increased $23.2 million, or 8%, to $327.9 million in 2012 from $304.7 million in 2011, principally driven by new contracts with the New York MTA to operate certain digital displays in New York City and an increase in occupancy.

For 2012, U.S. operating and SG&A expenses increased $26.4 million, or 4%, to $713.2 million from $686.8 million in 2011. U.S. billboard property lease costs increased 3%, primarily reflecting higher contingent rent expenses associated with the increase in billboard revenues. U.S. transit franchise expenses increased 9%, primarily reflecting higher revenue sharing expenses in the United States associated with the increase in the related transit and other revenues. In the United States, billboard property lease expenses represented 30% of billboard revenues in each of 2012 and 2011, and transit franchise expenses represented 66% and 65% of transit revenues in 2012 and 2011, respectively.

For 2012, U.S. Adjusted OIBDA increased $20.7 million, or 6%, to $385.4 million from $364.7 million in 2011 primarily driven by the aforementioned revenue growth. For the U.S., the Adjusted OIBDA margin was 35% in each of 2012 and 2011.

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International. Our international segment contributed 13% to total revenues in 2013, 14% to total revenues in 2012 and 18% to total revenues in 2011.

2013 vs. 2012

Year Ended December 31,	2013			2012
Same-site revenues	$	163.9		$	178.3
Non-comparable revenues		—			7.7
Total revenues		163.9			186.0
Operating and SG&A expenses		(134.8	)		(155.5	)
Adjusted OIBDA		29.1			30.5
Restructuring charges		—			(0.7	)
Net loss on dispositions		(0.2	)		(0.6	)
Depreciation and amortization		(29.0	)		(31.2	)
Operating loss	$	(0.1	)	$	(2.0	)

For 2013, total International revenues decreased $22.1 million, or 12%, to $163.9 million from $186.0 million in 2012. In constant dollars, which reflects revenues for the prior-year period translated based on foreign exchange rates during the current year period, total International revenues decreased 10%. Same-site revenues for our International segment decreased 8%, reflecting a decline in Canada associated with the residual impact from the nonrenewal of transit contracts in prior periods and lower political advertising revenues in Mexico due to the presidential election in 2012.

For 2013, International operating and SG&A expenses decreased $20.7 million, or 13%, to $134.8 million from $155.5 million in 2012, primarily driven by lower expenses from the nonrenewal of several low-margin and unprofitable contracts, a tax imposed on the billboard industry in Toronto, which included a one-time retroactive payment of $7.9 million in 2012, and the effect of foreign exchange rates.

For 2013, International Adjusted OIBDA decreased $1.4 million, or 5%, to $29.1 million from $30.5 million in 2012, driven by the decline in same-site revenues partially offset by the aforementioned impact from the tax imposed on the billboard industry in Toronto.

2012 vs. 2011

Year Ended December 31,	2012			2011
Same-site revenues	$	178.5		$	184.6
Non-comparable revenues		7.5			41.0
Total revenues		186.0			225.6
Operating and SG&A expenses		(155.5	)		(168.4	)
Adjusted OIBDA		30.5			57.2
Restructuring charges		(0.7	)		(0.8	)
Net (loss) gain on dispositions		(0.6	)		0.1
Depreciation and amortization		(31.2	)		(43.7	)
Operating income (loss)	$	(2.0	)	$	12.8

For 2012, total International revenues decreased $39.6 million, or 18%, to $186.0 million from $225.6 million in 2011 principally reflecting the nonrenewal of contracts in Canada, primarily with the Toronto Transit Commission, and the negative impact of foreign exchange rate changes. In constant dollars, total International revenues decreased 15%. Same-site revenues for our International segment decreased 3% reflecting the negative impact of foreign exchange rate changes.

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For 2012, International operating and SG&A expenses decreased $12.9 million, or 8%, to $155.5 million from $168.4 million in 2011, principally reflecting cost decreases from the nonrenewal of transit contracts in Canada and the effect of foreign exchange rate changes, partially offset by a tax imposed on the outdoor billboard industry in Toronto which resulted in a $12.4 million payment in 2012, including a one-time retroactive payment of $7.9 million.

For 2012, International Adjusted OIBDA decreased $26.7 million, or 47%, to $30.5 million from $57.2 million in 2011, principally driven by the nonrenewal of transit contracts and the aforementioned tax imposed on the billboard industry in Toronto. International depreciation and amortization decreased $12.5 million to $31.2 million in 2012 from $43.7 million in 2011, principally resulting from certain leasehold agreements becoming fully amortized.

Corporate. Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding stock-based compensation were $20.7 million for 2013, $7.5 million for 2012 and $7.6 million for 2011. The increase in corporate expenses in 2013 was primarily due to higher professional fees, which included professional fees of $7.3 million associated with matters related to our expected election and qualification to be taxed as a REIT, incremental costs of $5.2 million related to our preparation to operate as a stand-alone public company and higher employee compensation expenses, including benefits.

Quarterly Financial Data

Our revenues and profits experience seasonality due to seasonal advertising patterns and influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers cut back on spending following the holiday shopping season.

The following tables present our quarterly results, by segment, for the years ended December 31, 2013 and 2012.

2013	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Revenues:
United States	$	245.2		$	285.9		$	296.5		$	302.5		$	1,130.1
International		34.0			46.8			41.7			41.4			163.9
Total revenues	$	279.2		$	332.7		$	338.2		$	343.9		$	1,294.0
Adjusted OIBDA:
United States	$	80.1		$	106.5		$	113.6		$	106.2		$	406.4
International		0.6			11.5			7.9			9.1			29.1
Corporate		(5.3	)		(4.9	)		(5.4	)		(5.1	)		(20.7	)
Total Adjusted OIBDA		75.4			113.1			116.1			110.2			414.8
Stock-based compensation Net gain (loss) on dispositions		(1.6 9.8	)  (a)		(1.6 (0.1	)  )		(2.6 0.1	)		(1.7 17.5	)  (b)		(7.5 27.3	)
Depreciation		(26.0	)		(25.9	)		(26.4	)		(26.2	)		(104.5	)
Amortization		(22.9	)		(22.7	)		(22.6	)		(23.1	)		(91.3	)
Total operating income	$	34.7		$	62.8		$	64.6		$	76.7		$	238.8
Operating income (loss):
United States	$	48.2		$	65.2		$	72.0		$	81.7		$	267.1
International		(6.6	)		4.1			0.6			1.8			(0.1	)
Corporate		(6.9	)		(6.5	)		(8.0	)		(6.8	)		(28.2	)
Total operating income	$	34.7		$	62.8		$	64.6		$	76.7		$	238.8
Net income	$	19.9		$	36.4		$	37.2		$	50.0		$	143.5

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(a) During the first quarter of 2013, we exchanged most of our billboards in Salt Lake City for billboards in New Jersey, resulting in a gain of $9.8 million.

(b) During the fourth quarter of 2013, we sold 50% of our transit shelter operations in Los Angeles, and we and the buyer each subsequently contributed our respective 50% interests in these operations to a 50/50 joint venture we own together. This transaction resulted in a gain of $17.5 million.

2012	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Revenues:
United States	$	244.6		$	281.7		$	284.9		$	287.4		$	1,098.6
International		41.3			49.7			46.6			48.4			186.0
Total revenues	$	285.9		$	331.4		$	331.5		$	335.8		$	1,284.6
Adjusted OIBDA:
United States	$	76.7		$	101.9		$	108.1		$	98.7		$	385.4
International		5.9			13.3			11.0			0.3			30.5
Corporate		(1.7	)		(1.6	)		(2.0	)		(2.2	)		(7.5	)
Total Adjusted OIBDA		80.9			113.6			117.1			96.8			408.4
Restructuring charges		—			(0.5	)		(1.9	)		(0.1	)		(2.5	)
Stock-based compensation		(1.3	)		(1.5	)		(1.5	)		(1.4	)		(5.7	)
Net loss on dispositions		(0.8	)		(0.7	)		(0.3	)		(0.4	)		(2.2	)
Depreciation		(26.5	)		(26.8	)		(26.7	)		(25.9	)		(105.9	)
Amortization		(22.1	)		(22.8	)		(23.0	)		(23.0	)		(90.9	)
Total operating income	$	30.2		$	61.3		$	63.7		$	46.0		$	201.2
Operating income (loss):
United States	$	35.1		$	59.3		$	64.5		$	57.5		$	216.4
International		(1.9	)		5.1			2.7			(7.9	)		(2.0	)
Corporate		(3.0	)		(3.1	)		(3.5	)		(3.6	)		(13.2	)
Total operating income	$	30.2		$	61.3		$	63.7		$	46.0		$	201.2
Net income	$	18.7		$	37.2		$	38.7		$	18.8		$	113.4

Financial Position

December 31, 2013 vs. December 31, 2012. Current assets increased by $2.2 million, reflecting a $9.6 million higher cash balance, which was partially offset by a decrease in other prepaid expenses of $6.3 million. The allowance for doubtful accounts as a percentage of receivables decreased to 8.1% at December 31, 2013 from 9.9% at December 31, 2012, reflecting the write-off of certain receivables in litigation. Of the total allowance of $15.7 million at December 31, 2013 and $19.3 million at December 31, 2012, $7.5 million and $10.9 million, respectively, was recorded to fully reserve receivables in litigation, which often take many years to resolve. For those receivables not in litigation, the balance of the allowance was 4.2% of such gross receivables at December 31, 2013 and 4.3% at December 31, 2012.

Net property and equipment, which is mainly comprised of advertising structures, decreased by $52.5 million to $755.4 million at December 31, 2013 from $807.9 million at December 31, 2012, primarily reflecting depreciation expense of $104.5 million and foreign currency translation adjustments, partially offset by capital expenditures of $58.2 million and the acquisition of billboards in New Jersey.

Our intangible assets are primarily comprised of acquired permit and leasehold agreements and franchise agreements which grant us the right to operate out-of-home structures in specified locations and the right to

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provide advertising space on railroad and municipal transit properties. Intangible assets of $364.4 million at December 31, 2013 decreased $55.6 million from $420.0 million at December 31, 2012, primarily reflecting amortization expense, partially offset by the acquisition of billboards in New Jersey.

Current liabilities increased by $6.6 million to $212.2 million at December 31, 2013 from $205.6 million at December 31, 2012, primarily due to an increase in accounts payable and deferred revenues, partially offset by lower accrued compensation reflecting the timing of payments.

Cash Flows

We have revised the previously reported condensed consolidated Statement of Cash Flows for the nine months ended September 30, 2013 and for the years ended December 31, 2013, 2012 and 2011. In prior periods, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $13.8 million for the nine months ended September 30, 2013. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $2.7 million for the year ended December 31, 2013, and decreased Net cash used in investing activities and decreased Net cash provided by operating activities by $5.4 million, and $2.0 million for the years ended December 31, 2012 and 2011, respectively. We do not believe that these misclassifications were material to the previously reported interim or annual financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders’ Equity. The impacted prior periods will be revised as they are presented in future filings.

Prior to the incurrence of $1.6 billion of debt on January 31, 2014, we participated in CBS’s centralized cash management system. Under this system, on a daily basis, any excess cash we generated was automatically transferred to CBS and any additional daily cash flow needs were funded by CBS. As such, CBS benefited from the positive cash flow we generated, and CBS also provided us with sufficient daily liquidity to fund our ongoing cash needs. As a result, we have historically required minimal cash on hand. On January 31, 2014, our participation in CBS’s centralized cash management system ceased. See “—Liquidity and Capital Resources.”

Nine Months Ended September 30, 2014 vs. Nine Months Ended September 30, 2013

The following table sets forth our cash flows in the nine months ended September 30, 2014 and 2013.

	Nine Months Ended September 30,
	2014			2013			% change
(in millions, except percentages)	(unaudited)
Cash provided by operating activities	$	184.5		$	178.7			3	%
Cash used for investing activities		(41.3	)		(41.1	)		—
Cash provided by (used for) financing activities		100.4			(133.1	)		*
Effect of exchange rate changes on cash and cash equivalents		(1.2	)		(0.6	)		100
Net increase (decrease) to cash and cash equivalents	$	242.4		$	3.9			*

* Calculation is not meaningful.

Operating Activities. Cash provided by operating activities increased $5.8 million in the nine months ended September 30, 2014, compared to the same prior-year period, principally driven by interest accrued on the 2014 debt borrowings and the timing of tax payments, partially offset by lower net income.

Prior to the Separation, we were a part of the consolidated federal and certain state and local income tax returns filed by CBS. Our assumed income tax payments reflected in the Condensed Consolidated Statements of

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Cash Flows were prepared as if these amounts were calculated on a separate tax return basis, with us as the taxpayer. After the Separation, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014. Assumed cash payments for income taxes were $31.4 million in the nine months ended September 30, 2014. Assumed cash payments for income taxes of $75.3 million in the nine months ended September 30, 2013, include operating cash taxes of $80.8 million, offset by excess tax benefits from stock-based compensation of $5.5 million, which are presented as cash flows from financing activities.

Investing Activities. Cash used for investing activities increased $0.2 million in the nine months ended September 30, 2014, compared to the same prior-year period. In the nine months ended September 30, 2014, we incurred $43.6 million in capital expenditures and received $2.3 million in proceeds from dispositions. In the nine months ended September 30, 2013, we incurred $41.5 million in capital expenditures and received proceeds from dispositions of $11.1 million, which was partially offset by payments for acquisitions of $10.7 million related to the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey.

The following table presents our capital expenditures in the nine months ended September 30, 2014 and 2013.

	Nine Months Ended September 30,
(in millions, except percentages)	2014		2013		% change
Growth	$	28.2	$	27.3		3	%
Maintenance		15.4		14.2		8
Total capital expenditures	$	43.6	$	41.5		5

Capital expenditures increased $2.1 million, or 5%, in the nine months ended September 30, 2014, compared to the same prior-year period, driven by growth in digital billboard displays and increased investments in information technology.

For the full year of 2014, we expect our capital expenditures to be approximately $65.0 million, which will be used primarily for growth in digital billboard displays, to improve the quality or extend the life of our U.S. billboards, to change our imprints in connection with our new brand “OUTFRONT media” and to renovate certain office facilities.

Financing Activities. Cash provided by financing activities was $100.4 million in the nine months ended September 30, 2014, compared to Cash used for financing activities of $133.1 million in the same prior-year period. In the nine months ended September 30, 2014, we retained $100.0 million related to our IPO in the second quarter of 2014, retained $50.0 million related to the incurrence of $1.6 billion of indebtedness on January 31, 2014, received $39.8 million of net capital contributions from CBS and paid dividends of $88.8 million. In the nine months ended September 30, 2013, we made a net capital distribution to CBS of $138.6 million, which was partially offset by an excess tax benefit from stock-based compensation of $5.5 million.

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Year Ended December 31, 2013 vs. December 31, 2012 and December 31, 2012 vs. December 31, 2011

In 2013, cash and cash equivalents increased by $9.6 million to $29.8 million at December 31, 2013; in 2012, cash and cash equivalents decreased by $17.4 million to $20.2 million at December 31, 2012; and in 2011, cash and cash equivalents increased by $18.6 million to $37.6 million at December 31, 2011. The changes in cash and cash equivalents were as follows:

Year Ended December 31,	2013			2012			2011
Cash provided by operating activities	$	281.1		$	305.9		$	340.1
Cash used for investing activities		(43.7	)		(48.1	)		(50.7	)
Cash used for financing activities		(227.0	)		(277.0	)		(267.3	)
Effect of exchange rate changes on cash and cash equivalents		(0.8	)		1.8			(3.5	)
Net (decrease) increase in cash and cash equivalents	$	9.6		$	(17.4	)	$	18.6

Operating Activities. In 2013, cash provided by operating activities decreased $24.8 million to $281.1 million from $305.9 million in 2012. This decrease was principally driven by lower collections, mainly in international regions resulting from a decrease in revenues and the timing of collections, as well as higher operating cash taxes due to an increase in domestic pre-tax income. In 2012, cash provided by operating activities decreased $34.2 million to $305.9 million from $340.1 million in 2011, as the increase in operating income was more than offset by higher assumed income tax payments.

Assumed cash payments for income taxes of $112.8 million, $96.5 million and $50.9 million in 2013, 2012 and 2011, respectively, include operating cash taxes of $118.6 million, $99.4 million and $53.2 million, respectively, offset by excess tax benefits from stock-based compensation of $5.8 million, $2.9 million and $2.3 million, respectively, which are presented as cash flows from financing activities. For 2013, assumed cash payments for income taxes increased $16.3 million to $112.8 million from $96.5 million in 2012, principally driven by an increase in domestic pre-tax income. For 2012, assumed cash payments for income taxes increased $45.6 million to $96.5 million from $50.9 million in 2011, principally driven by an increase in domestic pre-tax income and a lower tax deduction for capital expenditures due to the expiration of a tax regulation that provided for a 100% upfront deduction for qualified capital expenditures.

Investing Activities. In 2013, cash used for investing activities of $43.7 million consisted of payments for acquisitions of $11.5 million, mainly for billboards and intangible assets in New Jersey, and capital expenditures of $60.9 million, partially offset by proceeds from dispositions of $28.7 million, mainly from the disposition of billboards in Salt Lake City and the sale of 50% of our transit shelter operations in Los Angeles. In 2012, cash used for investing activities of $48.1 million primarily includes capital expenditures of $48.2 million. In 2011, cash used for investing activities of $50.7 million principally reflected capital expenditures of $43.6 million and acquisitions of $7.9 million, primarily for permit and leasehold agreements.

The following table presents our capital expenditures.

Year Ended December 31,	2013		2012		2011
Growth	$	37.2	$	34.2	$	28.2
Maintenance		23.7		14.0		15.4
Total capital expenditures	$	60.9	$	48.2	$	43.6

For 2013, capital expenditures increased $12.7 million to $60.9 million from $48.2 million in 2012, due primarily to additional expenditures to improve the quality or extend the lives of our U.S. billboards and other fixed assets. For 2012, capital expenditures increased $8.0 million to $48.2 million from $43.6 million in 2011, principally driven by growth associated with the conversion of additional traditional static billboards to digital billboards.

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For 2014, we expect our capital expenditures to be approximately $65.0 million. The increase over 2013 will primarily be driven by growth in digital billboard displays.

Financing Activities. Cash used for financing activities of $227.0 million in 2013, $277.0 million in 2012 and $267.3 million in 2011, principally reflected net cash distributions to CBS of $232.6 million, $279.7 million and $269.4 million, respectively.

Liquidity and Capital Resources

	As of
(in millions, except percentages)	September 30, 2014		December 31, 2013		% Change
Assets:
Cash and cash equivalents	$	272.2	$	29.8		*	%
Receivables, less allowance ($14.9 in 2014 and $15.7 in 2013)		175.6		178.8		(2	)
Deferred income tax assets, net		2.0		24.5		(92	)
Prepaid lease and transit franchise costs		75.9		62.7		21
Other prepaid expenses		22.7		15.5		46
Other current assets		12.4		5.9		110
Total current assets	$	560.8	$	317.2		77
Liabilities:
Accounts payable	$	54.3	$	80.0		(32	)
Accrued compensation		28.4		28.2		1
Accrued interest		28.4		0.1		*
Accrued lease costs		18.1		17.7		2
Other accrued expenses		42.6		37.7		13
Deferred revenues		25.7		22.9		12
Other current liabilities		40.4		25.6		58
Total current liabilities	$	237.9	$	212.2		12
Working capital	$	322.9	$	105.0		*

* Calculation is not meaningful.

We generated cash flows from operating activities of $281.1 million in 2013, $305.9 million in 2012, $340.1 million in 2011 and $184.5 million for the nine months ended September 30, 2014. We continually project anticipated cash requirements for our operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. Our short-term cash requirements primarily include payments for operating leases, franchise rights, capital expenditures, interest and dividends. Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows and borrowing capacity under our Revolving Credit Facility. Additionally, our short-term cash requirements will also include the E&P Purge. Funding for the cash portion of the E&P Purge will come from the $100.0 million retained by us from our IPO proceeds and $9.5 million to be transferred to us from CBS to cover the higher final cash amount due.

In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses and assets. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small “tuck-in” transactions to larger acquisitions, which transactions could be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof. On October 1, 2014, we completed the Acquisition. The Acquisition was funded with the net proceeds from the issuance and sale of the

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New Senior Notes and cash on hand. In the second quarter of 2014, we announced an agreement for a “tuck-in” acquisition of advertising structures in the city of Chicago, Illinois, and the surrounding metropolitan area. We completed this transaction and three smaller tuck-in acquisitions during the fourth quarter of 2014, and expect to close an additional smaller tuck-in acquisition during the first quarter of 2015 for a total purchase price of approximately $20.0 million.

Our long-term cash needs include principal payments on outstanding indebtedness. Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowing capacity under our Revolving Credit Facility.

As of September 30, 2014, we had indebtedness of $1.6 billion. On October 1, 2014, in connection with the Acquisition, we incurred additional indebtedness of $600.0 million.

Historically, we participated in CBS’s centralized cash management system. Under this system, on a daily basis, any excess cash we generated was automatically transferred to CBS and any additional daily cash flow needs were funded by CBS. As such, CBS benefited from the positive cash flow we generated, and CBS also provided us with sufficient daily liquidity to fund our ongoing cash needs. As a result, we have historically required minimal cash on hand. As of January 31, 2014, such participation ceased.

On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’ Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be applied to the cash portion of the E&P Purge to our stockholders.

On October 29, 2014, we announced that our board of directors approved a quarterly dividend of $0.37 per share. The dividend was paid on December 15, 2014, to stockholders of record of our common stock on November 18, 2014.

On April 28, 2014, we announced that our board of directors had authorized a quarterly cash dividend of $0.37 per share on our common stock, which was paid on June 30, 2014 to stockholders of record at the close of business on June 9, 2014. On August 6, 2014, we announced that our board of directors had authorized a quarterly cash dividend of $0.37 per share on our common stock, payable on September 30, 2014 to stockholders of record at the close of business on September 9, 2014. On October 29, 2014, we announced that our board of directors had authorized a quarterly cash dividend $0.37 per share on our common stock, which was paid on December 15, 2014 to stockholders of record at the close of business on November 18, 2014. On October 29, 2014, our board of directors approved the E&P Purge, comprised of a special dividend of approximately $547.7 million, or $4.56 per share of common stock outstanding on the record date. The special dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. Stockholders had the right to elect to receive the special dividend in the form of either cash or shares of our common stock, however the aggregate amount of cash to be distributed will be $109.5 million, or 20% of the special dividend, with the balance of the special dividend payable in the form of common stock. Those electing cash will receive $1.34 in cash plus 0.1216 shares of our common stock, per share of common stock held on the record date, which together represents $4.56 per share of common stock. Those electing stock or not making an election will receive 0.1722 shares of our common stock, per share of common stock held on the record date, which represents $4.56 per share of common stock. We will issue approximately 16.5 million new shares of our common stock on December 31, 2014 in connection with the special dividend. The number of shares to be issued was determined based on the volume weighted average price of our common stock for the three trading days commencing on December 16, 2014, or $26.4974 per share. As stated in “—Our Initial Public Offering”, a portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the

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E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

Debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	September 30, 2014			December 31, 2013
Term loan, due 2021	$	798.2		$	—
Senior unsecured notes:
5.250% Senior Notes, due 2022		400.0			—
5.625% Senior Notes, due 2024		400.0			—
Total senior unsecured notes		800.0			—
Total long-term debt	$	1,598.2		$	—
Weighted average cost of debt		4.2	%		—	%

Term Loan

On January 31, 2014, two of our wholly owned subsidiaries, Finance LLC and Finance Corp. borrowed $800.0 million under the Term Loan. The Senior Credit Facilities are governed by the Credit Agreement. The Term Loan is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Term Loan is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Term Loan.

The Term Loan bears interest at a rate per annum equal to 2.25% plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%. The interest rate on the Term Loan was 3.00% per annum as of September 30, 2014. Interest on the term loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The Term Loan was issued at a discount which we are amortizing through interest expense on the Consolidated Statement of Operations over the life of the Term Loan. As of September 30, 2014, $1.8 million remains unamortized.

Senior Unsecured Notes

On January 31, 2014, the Borrowers issued $400.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 and $400.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (together, the “Senior Notes”) in a private placement. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the Senior Notes is payable on May 15 and November 15 of each year.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the 5.250% Senior Unsecured Notes due 2022, and on or after February 15, 2019, the Borrowers may also redeem at any time, or from time to time, some or all of the 5.625% Senior Unsecured Notes due 2024. Prior to such dates, the Borrowers may redeem some or all of the Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of each series of Senior Notes with the proceeds of certain equity offerings.

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Pursuant to a registration rights agreement dated January 31, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by January 31, 2015, related to an offer to exchange the Senior Notes for registered Senior Notes having substantially identical terms, or, in certain cases, to register the Senior Notes for resale. If we and the Borrowers do not register or exchange the Senior Notes pursuant to the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the Senior Notes under certain circumstances.

New Senior Unsecured Notes

On October 1, 2014, the Borrowers issued $150.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 (the “New 2022 Senior Notes”) in a private placement. The New 2022 Senior Notes are of the same class and series as, and otherwise identical to, the 5.250% Senior Unsecured Notes due 2022 that were previously issued by the Borrowers on January 31, 2014. See “—Senior Unsecured Notes” above. Interest on the New 2022 Senior Notes is payable on May 15 and November 15 of each year, beginning on November 15, 2014. The New 2022 Senior Notes were issued at a discount of $0.8 million, which we will amortize through Interest expense on the Consolidated Statement of Operations over the life of the New 2022 Senior Notes.

On October 1, 2014, the Borrowers also issued $450.0 million aggregate principal amount of 5.875% Senior Unsecured Notes due 2025 (the “2025 Senior Notes” and, together with the “New 2022 Senior Notes,” the “New Senior Notes”) in a private placement. The New Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2025 Senior Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2015.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the New 2022 Senior Notes and on or after September 15, 2019, the Borrowers may redeem at any time, or from time to time, some or all of the 2025 Senior Notes. Prior to such dates, the Borrowers may redeem some or all of the New Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of the New 2022 Senior Notes and prior to September 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes with the proceeds of certain equity offerings.

Pursuant to a registration rights agreement dated October 1, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by October 1, 2015, related to an offer to exchange the New Senior Notes for registered New Senior Notes having substantially identical terms, or, in certain cases, to register the New Senior Notes for resale. If we and the Borrowers do not register or exchange the New Senior Notes pursuant to the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the New Senior Notes under certain circumstances.

Revolving Credit Facility

On January 31, 2014, the Borrowers also entered into a $425.0 million Revolving Credit Facility, which matures in 2019. Borrowing rates under the Revolving Credit Facility are based on LIBOR plus a margin based on our Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters. Interest on the Revolving Credit Facility is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The commitment fee based on the amount of unused commitments under the Revolving Credit Facility in the nine months ended September 30, 2014, was $1.4 million. As of September 30, 2014, there were no outstanding borrowings under the Revolving Credit Facility. As of September 30, 2014, we had issued letters of credit totaling approximately $20.5 million against the Revolving Credit Facility. The Revolving Credit Facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to

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certain exceptions. The Revolving Credit Facility is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Revolving Credit Facility.

The Credit Agreement contains certain customary affirmative and negative covenants. As of September 30, 2014, the terms of the Revolving Credit Facility require that as an entity being taxed as a REIT, we will be required to maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 4.0 to 1.0. As of September 30, 2014, our Maximum Consolidated Net Secured Leverage Ratio was 1.6 to 1.0. The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of September 30, 2014, our Consolidated Total Leverage Ratio was 3.9 to 1.0.

Letter of Credit Facility

On January 31, 2014, the Borrowers also entered into a letter of credit facility, pursuant to which we may obtain letters of credit from time to time in an aggregate outstanding face amount of up to $80.0 million. After the first year, the letter of credit facility will automatically extend for successive one-year periods unless either the Borrowers or the issuing bank under it elect not to extend it. The letter of credit facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions, and is secured on an equal and ratable basis by the same collateral that secure the Senior Credit Facilities. The fee under the letter of credit facility in the nine months ended September 30, 2014, was immaterial. On October 1, 2014, we issued letters of credit totaling approximately $10.2 million related to operations of the Acquired Business against the letter of credit facility.

Deferred Financing Costs

We deferred $29.3 million in fees and expenses associated with the Senior Credit Facilities, and letter of credit facility, which are included in Other current assets and Other Assets on the Consolidated Statement of Financial Position. We are amortizing the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of each debt facility.

On October 1, 2014, we deferred $10.8 million of fees and expenses associated with the New Senior Notes. We will amortize the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of each debt facility. As of September 30, 2014, we had accrued $1.6 million of deferred financing costs associated with the New Senior Notes.

Use of Proceeds

On January 31, 2014, we transferred approximately $1.5 billion of the combined proceeds from the Term Loan and the existing notes to a wholly owned subsidiary of CBS, which is an amount equal to the net proceeds from the total indebtedness less $50.0 million, which remained with us for general corporate purposes.

The net proceeds from the issuance and sale of the New Senior Notes, together with cash on hand, were used to fund the Acquisition, which was completed on October 1, 2014.

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Contractual Obligations

As of December 31, 2013, our significant contractual obligations and payments due by period were as follows:

	Payments Due by Period
(in millions)	Total		2014		2015-2016		2017-2018		2019 and thereafter
Guaranteed minimum franchise payments(a)	$	331.3	$	150.8	$	119.9	$	21.9	$	38.7
Operating leases(b)		674.0		89.7		157.2		111.6		315.5
Total	$	1,005.3	$	240.5	$	277.1	$	133.5	$	354.2

(a) We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment. Franchise rights are generally paid monthly, or in some cases upfront at the beginning of the year.

(b) Consists of noncancellable operating leases with terms in excess of one year for billboard sites, office space and equipment. Total future minimum payments of $674.0 million include $636.0 million for our billboard sites.

The above table excludes $4.0 million of reserves for uncertain tax positions and the related accrued interest and penalties, as we cannot reasonably predict the amount of and timing of cash payments related to this obligation.

In 2014, we expect to contribute $2.0 million to our pension plans. Contributions to our pension plans were $3.8 million in 2013, $4.1 million in 2012 and $2.9 million in 2011.

In addition, as a result of the Formation Borrowings, we incurred long-term debt of $1.6 billion. The following table presents principal and interest payments related to this debt due by period. Interest on the Term Loan is variable. For illustrative purposes, we are assuming an interest rate of 3% is assumed for all periods, which reflects the interest rate at September 30, 2014. An increase or decrease of 1/8% in the interest rate will change the annual interest expense by $1.0 million.

	Payments Due by Period
(in millions)	Total		2014		2015-2016		2017-2018		2019 and thereafter
Long-term debt	$	1,600.0	$	—	$	—	$	—	$	1,600.0
Interest payments		563.3		52.6		135.7		135.7		239.3
Total	$	2,163.3	$	52.6	$	135.7	$	135.7	$	1,839.3

Off-Balance Sheet Arrangements

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds approximated $99.3 million as of September 30, 2014, of which none was indemnified by CBS, and $78.3 million as of December 31, 2013, all of which was indemnified by CBS, and were not recorded on the Consolidated Statements of Financial Position.

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Critical Accounting Policies

The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, we evaluate these estimates, which are based on historical experience and on various assumptions that we believe are reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions.

We consider the following accounting policies to be the most critical as they are significant to its financial condition and results of operations, and require significant judgment and estimates on the part of management in their application. For a summary of our significant accounting policies see the notes to the consolidated financial statements.

• Goodwill. We test goodwill for impairment on an annual basis and between annual tests should factors or indicators become apparent that would require an interim test. Goodwill is tested for impairment at the reporting-unit level. Each of our segments consists of two reporting units.

The first step of the goodwill impairment test examines whether the carrying value of a reporting unit exceeds its fair value. We compute the estimated fair value of each reporting unit by adding the present value of the estimated annual cash flows over a discrete projection period to the residual value of the business at the end of the projection period. This technique requires us to use significant estimates and assumptions such as growth rates, operating margins, capital expenditures and discount rates. The estimated growth rates, operating margins and capital expenditures for the projection period are based on our internal forecasts of future performance as well as historical trends. The residual value is estimated based on a perpetual nominal growth rate, which is based on projected long-range inflation and long-term industry projections. The discount rates are determined based on the average of the weighted average cost of capital of comparable entities. A downward revision of these assumptions would decrease the fair values of our reporting units. If the fair value of a reporting unit falls below its carrying value, we would then perform the second step of the goodwill impairment test to determine the amount of any noncash impairment charge. Such a charge could have a material effect on the statement of operations and balance sheet.

Based on our most recent impairment test, one reporting unit, with a goodwill balance of $37.4 million at December 31, 2013, had an estimated fair value that exceeded its carrying value by 16%. The fair value of each of the remaining three reporting units exceeded their respective carrying values by 20% or more.

• Long-lived Assets. We report long-lived assets, including billboard advertising structures, other property, plant and equipment and intangible assets, at historical cost less accumulated depreciation and amortization. We depreciate or amortize these assets over their estimated useful lives, which generally range from five to 40 years. For billboard advertising structures, we estimate the useful lives based on the estimated economic life of the asset. Transit fixed assets are depreciated over the shorter of their estimated useful lives or the related contractual term. Our long-lived identifiable intangible assets primarily consist of acquired permits and leasehold agreements and franchise agreements, which grant us the right to operate out-of-home advertising structures in specified locations and the right to provide advertising displays on railroad and municipal transit properties. Our long-lived identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives, which is the respective life of the agreement and in some cases includes an estimation for renewals, which is based on historical experience.

Long-lived assets subject to depreciation and amortization are also reviewed for impairment when events and circumstances indicate that the long-lived asset might be impaired, by comparing the

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forecasted undiscounted cash flows to be generated by those assets to the carrying values of those assets. The significant assumptions we use to determine the useful lives and fair values of long-lived assets include contractual commitments, regulatory requirements, future expected cash flows and industry growth rates, as well as future salvage values.

• Asset Retirement Obligations. We record an asset retirement obligation for our estimated future legal obligation, upon termination or nonrenewal of a lease, associated with removing structures from the leased property and, when required by the contract, the cost to return the leased property to its original condition. These obligations are recorded at their present value in the period in which the liability is incurred and are capitalized as part of the related assets’ carrying value. Accretion of the liability is recognized in operating expenses and the capitalized cost is depreciated over the expected useful life of the related asset. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The significant assumptions used in estimating the asset retirement obligation include the cost of removing the asset, the cost of remediating the leased property to its original condition where required and the timing and number of lease renewals, all of which are estimated based on historical experience.

• Income Taxes. Income taxes are accounted for under the asset and liability method of accounting. Deferred income tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized.

Our income taxes as presented herein, including the provision for income taxes, deferred tax assets and liabilities, and income tax payments are calculated on a separate tax return basis, even though our U.S. operating results are included in the consolidated federal, and certain state and local income tax returns of CBS. CBS manages its tax position for the benefit of the entire portfolio of its businesses and, as such, the assumptions, methodologies and calculations made for purposes of determining our tax provision, taxes paid and related tax accounts in the consolidated financial statements herein may differ from those made by CBS and, in addition, are not necessarily reflective of the tax strategies that we would have followed as a separate stand-alone company.

We are subject to income taxes in both the United States and numerous foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. When recording the worldwide provision for income taxes during an interim period, an estimated annual effective tax rate is applied to interim operating results. In the event there is a significant or unusual item recognized in the operating results, the tax attributable to that item is separately calculated and recorded in the same interim period.

Legal Matters

On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

Market Risk

We are exposed to market risk related to commodity prices and foreign currency exchange rates.

Commodity Price Risk. We incur various operating costs that are subject to price risk caused by volatility in underlying commodity values. Commodity price risk is present in electricity costs associated with powering our digital billboard displays and lighting our traditional static billboard displays at night.

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We do not currently use derivatives or other financial instruments to mitigate our exposure to commodity price risk. However, we do enter into contracts with commodity providers to limit our exposure to commodity price fluctuations. For the years ended December 31, 2013 and 2012, such contracts accounted for 7.8% and 6.9% of our total utility costs, respectively. As of September 30, 2014, we had an active electricity purchase agreement with fixed contract rates for locations throughout Texas, which expires in July 2018.

Foreign Exchange Risk. Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and balance sheets from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Although certain of our transactions are denominated in the Canadian Dollar, the Mexican Peso and the Brazilian Real, substantially all of our transactions are denominated in the U.S. Dollar, therefore reducing our risk to currency translation exposures.

Accordingly, we do not currently use derivatives or other financial instruments to mitigate foreign currency risk, although we may do so in the future.

Interest Rate Risk. We are subject to interest rate risk to the extent we have variable-rate debt outstanding including under the Senior Credit Facilities. As of September 30, 2014, we had an $800.0 million variable-rate Term Loan due 2021 outstanding, which has an initial interest rate of 3.0% per year. An increase or decrease of 1/8% in our interest rate on the Term Loan will change our annualized interest expense by approximately $1.0 million. We do not currently use derivatives or other financial instruments to mitigate interest rate risk, although we may do so in the future.

Credit Risk. In the opinion of management, credit risk is limited due to the large number of customers and advertising agencies utilized. We perform credit evaluations on our customers and agencies and believe that the allowances for doubtful accounts are adequate. We do not currently use derivatives or other financial instruments to mitigate credit risk.

Related Parties

CBS Corporation. Our financial statements include charges from CBS for services, such as tax, internal audit, cash management, insurance, technology systems and other services. In addition, prior to 2014, CBS provided benefits to our employees, including certain post-employment benefits, medical, dental, life and disability insurance and participation in a 401(k) savings plan. Charges for these services and benefits are reflected in the consolidated financial statements based on the specific identification of costs, assets and liabilities or based on various allocation methods, including factors such as headcount, time and effort spent on matters related to our company, and the number of CBS operating entities benefiting from such services. Charges for these services and benefits have been included in selling, general and administrative expense in the accompanying consolidated statements of operations and totaled $9.5 million and $48.7 million in the nine months ended September 30, 2014 and 2013, respectively, and $60.9 million, $47.7 million and $46.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. Also included in these charges are professional fees associated with our planned election to be taxed as a REIT. Our expenses as a stand-alone company may be different from those reflected in the Consolidated Statements of Operations prior to our IPO. Effective January 1, 2014, our employees began participating in employee benefit plans maintained by us. As a result, there were no benefits provided by CBS in the nine months ended September 30, 2014. In addition, during 2014, certain other services previously provided by CBS have been transitioned to us.

As of September 30, 2014, receivables from CBS were $0.3 million and payables to CBS were $1.0 million, which were included in other current assets and other current liabilities, respectively, on our Consolidated Statement of Financial Position. As of December 31, 2013, there were no receivables or payables from CBS on our Consolidated Statement of Financial Position.

On April 2, 2014, we entered into a transition services agreement with CBS, pursuant to which CBS will temporarily provide us with certain services (including legal, finance, information technology, insurance, tax and

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employment functions), and we will provide certain limited services to CBS. Also on April 2, 2014, we entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which we have the right to use “CBS” in the corporate names of the Company and our subsidiaries and have the right to use the “CBS” mark and logo on our advertising billboards. On July 16, 2014, we amended the transition services agreement to extend the time periods in which CBS will provide the transition services described above to January 16, 2015 or to July 16, 2015, as applicable depending on the services being provided. Also on July 16, 2014, we amended the license agreement to extend the time period in which we have the right to use “CBS” in the corporate names of the Company and our subsidiaries to December 31, 2014, and have the right to use the “CBS” mark and logo on our advertising displays to March 31, 2016. On November 20, 2014, we rebranded, and the Company changed its legal name to “OUTFRONT Media Inc.”

Prior to the incurrence of indebtedness on January 31, 2014, intercompany transactions between CBS and our company were considered to be effectively settled in cash in the financial statements. The net effect of the settlement of these intercompany transactions, in addition to cash transfers to and from CBS, are reflected in net cash contribution from (distribution to) CBS on the Condensed Consolidated Statements of Cash Flows and net contribution from (distribution to) CBS on the Consolidated Statements of Invested Equity/Stockholders’ Equity. The amounts on these financial statement line items differ due to non-cash transactions, such as stock-based compensation expense.

For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $14.5 million, of which $7.7 was before the CBS Exchange Offer, and $12.3 million for the nine months ended September 30, 2014 and 2013, respectively, and $14.9 million, $16.6 million and $20.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.

On July 16, 2014, CBS completed the Separation and as a result of this transaction, CBS and their affiliates ceased to be related parties.

Other Related Parties. Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. On July 16, 2014, CBS completed the Separation and as a result of this transaction, Viacom Inc. ceased to be a related party. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $6.0 million, of which $4.3 million was before the CBS Exchange Offer, and $5.6 million for the nine months ended September 30, 2014 and 2013, respectively, and $9.3 million, $9.4 million and $11.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

We have a 50% ownership interest in two joint ventures that operate transit shelters in Los Angeles and Vancouver. These joint ventures are accounted for as equity investments. These investments totaled $22.6 million as of September 30, 2014, $24.1 million as of December 31, 2013 and $11.3 million as of December 31, 2012, and are included in Other assets on the Consolidated Statements of Financial Position. We provide sales and management services to these joint ventures.

In November 2013, we sold 50% of our transit shelter operations in Los Angeles for $17.5 million. We and the buyer each subsequently contributed our respective 50% interests in these operations to a 50/50 joint venture we own together. In connection with this transaction, we recorded a gain of $17.5 million in 2013.

Adoption of New Accounting Standards

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

During the nine months ended September 30, 2014, we adopted the FASB’s guidance on the presentation of the reserve for uncertain tax positions when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires the reserve for uncertain tax positions to be presented in the financial

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statements as a reduction to the deferred tax asset for a tax loss or other tax carryforward that would be applied in the settlement of the uncertain tax position. This guidance did not have a material effect on our consolidated financial statements.

Obligations Resulting from Joint and Several Liability Arrangements

During the nine months ended September 30, 2014, we adopted FASB guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Under this guidance, we are required to measure our obligations under such arrangements as the sum of the amount we agreed to pay in the arrangement among our co-obligors and any additional amount we expect to pay on behalf of our co-obligors. We are also required to disclose the nature and amount of the obligation. This guidance did not have a material effect on our consolidated financial statements.

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

During 2013, we adopted the FASB guidance that requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income.

Fair Value Measurements

During 2012, we adopted the FASB amended guidance which clarifies the FASB’s intent about the application of existing fair value measurement requirements and changes in certain principles and requirements for measuring fair value and for disclosing information about fair value measurements. The adoption of this guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Service Concession Arrangements

In January 2014, the FASB issued guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. We are currently evaluating the impact of this guidance, which is effective for reporting periods beginning after December 15, 2014, on our consolidated financial statements.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements including additional disclosures, for reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance is effective for interim periods and annual periods beginning after December 31, 2014. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued or available for issuance. This guidance is not expected to be material to our consolidated financial statements.

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Revenue from Contracts with Customers

In May 2014, the FASB issued principles-based guidance addressing revenue recognition issues. The guidance may be applied to all contracts with customers regardless of industry-specific or transaction specific fact patterns. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

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REGULATION

The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the United States and to national, regional and local laws and regulations in foreign countries. These regulations have a significant impact on the outdoor advertising industry and our business. The descriptions that follow are summaries and should be read in conjunction with the texts of the regulations described herein, which are subject to change. The descriptions do not purport to describe all present and proposed regulations affecting our businesses.

In the United States, the federal Highway Beautification Act of 1965 (the “HBA”) establishes a framework for the regulation of outdoor advertising on primary and interstate highways built with federal financial assistance. As a condition to federal highway assistance, the HBA requires states to restrict billboards on such highways to commercial and industrial areas, and imposes certain size, spacing and other requirements associated with the installation and operation of billboards. The HBA requires the development of state standards, promotes the expeditious removal of illegal signs and requires just compensation for takings, on affected roadways.

Municipal and county governments generally also have sign controls as part of their zoning laws and building codes, and many have adopted standards more restrictive than the federal requirements. Some state and local government regulations prohibit construction of new billboards and some allow new construction only to replace existing structures. Other state and local regulations and national, regional and local laws and regulations in foreign countries prohibit the relocation or modification of existing billboards, limit the ability to rebuild, replace, repair, maintain and upgrade “legal nonconforming” structures (billboards which conformed with applicable zoning regulations when built but which no longer conform to current zoning regulations), and impose restrictions on the construction, repair, maintenance, lighting, operation, upgrading, height, size, spacing and location of outdoor structures, and the use of new technologies such as digital signs. In addition, from time to time, third parties or local governments commence proceedings in which they assert that we own or operate structures that are not properly permitted or otherwise in strict compliance with applicable law.

Governmental regulation of advertising displays also limits our installation of additional advertising displays, restrict advertising displays to governmentally controlled sites or permit the installation of advertising displays in a manner that benefits our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations.

Although state and local government authorities from time to time use the power of eminent domain to remove billboards, U.S. law requires payment of compensation if a state or political subdivision compels the removal of a lawful billboard along a primary or interstate highway that was built with federal financial assistance. Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations. Some local governments have attempted to force removal of billboards after a period of years under a concept called amortization. Under this concept the governmental body asserts that just compensation has been earned by continued operation of the billboard over a period of time. Thus far, we have generally been able to obtain satisfactory compensation for our billboards purchased or removed as a result of governmental action, although there is no assurance that this will continue to be the case in the future.

From time to time, legislation has been introduced in both the United States and foreign jurisdictions attempting to impose taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets. Several jurisdictions have already imposed such taxes based on a percentage of our outdoor advertising revenue in that jurisdiction. In addition, some jurisdictions have taxed our personal property and leasehold interests in outdoor advertising locations using various other valuation methodologies. We expect U.S. and foreign jurisdictions to continue to try to impose such taxes as a way of increasing their revenue. In recent years, outdoor advertising also has become the subject of other targeted taxes and fees. These laws may affect prevailing competitive conditions in our markets in a variety of ways. Such laws may reduce our expansion opportunities or

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may increase or reduce competitive pressure from other members of the outdoor advertising industry. No assurance can be given that existing or future laws or regulations, and the enforcement thereof, will not materially and adversely affect the outdoor advertising industry. However, we contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our outdoor advertising business.

A number of foreign, state and local governments have implemented or initiated taxes (including taxes on revenues from outdoor advertising or for the right to use outdoor advertising assets), fees and registration requirements in an effort to decrease or restrict the number of outdoor advertising structures and sites or raise revenues, or both. Restrictions on outdoor advertising of certain products and services are or may be imposed by federal, state and local laws and regulations. For example, tobacco products have been effectively banned from outdoor advertising in all of the jurisdictions in which we currently do business.

As the owner or operator of various real properties and facilities, we must comply with various foreign, federal, state and local environmental, health and safety laws and regulations. We and our properties are subject to such laws and regulations related to the use, storage, disposal, emission and release of hazardous and nonhazardous substances and employee health and safety. Historically, with the exception of safety upgrades, we have not incurred significant expenditures to comply with these laws.

We intend to expand the deployment of digital billboards that display static digital advertising copy from various advertisers that change up to several times per minute. We have encountered some existing regulations in the United States and across some international jurisdictions that restrict or prohibit these types of digital displays. Furthermore, as digital advertising displays are introduced into the market on a large scale, existing regulations that currently do not apply to digital advertising displays by their terms could be revised to impose specific restrictions on digital advertising displays due to alleged concerns over, among other things, aesthetics or driver safety.

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BUSINESS AND PROPERTIES

Overview

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the United States, Canada and Latin America. The majority of our inventory is billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Marketing Areas; and we operate transit advertising displays with exclusive multi-year contracts with municipalities in large cities across the United States. In total, we have displays in all of the 25 largest markets in the United States and over 180 markets in the United States, Canada and Latin America. Our top market, high profile location focused portfolio includes sites such as the Bay Bridge in San Francisco, Sunset Boulevard in Los Angeles, and both Grand Central Station and Times Square in New York. With TAB Out of Home Ratings, we are able to provide advertisers with the actual audience, in terms of size and demographic composition that is exposed to individual signs. The combination of location and audience delivery is a selling proposition unique to the out-of-home industry. The breadth and depth of our portfolio provides our customers with a multitude of options to address a wide range of marketing objectives from national, brand-building campaigns to hyper-local businesses that want to drive customers to their retail location “one mile down the road.”

We believe that out-of-home advertising is an attractive form of advertising as our displays are ALWAYS ON™ and cannot be turned off, skipped or fast-forwarded, and that it provides our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. We also believe that out-of-home is effective as a “stand-alone” media form, and as an integral part of a multi-media campaign, providing enhancements to mobile, social and on-line advertising by amplifying small screen messaging. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, creative design support and post-campaign tracking and analytics. We use a real-time mobile operations reporting system that enables proof of performance to customers. We have a diversified base of customers across various industries. Our largest categories of advertisers during the nine months ended September 30, 2014 were retail, television and healthcare/pharmaceuticals, which represented 9%, 9% and 8% of our total U.S. revenues, respectively, and during the year ended December 31, 2013, were retail, television and entertainment, which represented 10%, 8% and 7% of our total U.S. revenues, respectively. As a result of our diverse base of customers, in the United States, during the nine months ended September 30, 2014 and for the year ended December 31, 2013, no single industry contributed more than 9% and 10%, respectively, of our revenues and no single customer represented greater than 1.4% and 1.7%, respectively, of our revenues.

As of September 30, 2014, we had 459 digital billboard displays in the United States. The majority of our digital billboard displays have been converted from traditional static billboard displays. Increasing the number of digital billboard displays in our most heavily trafficked locations is an important element of our organic growth strategy. Digital billboard displays have the potential to attract additional business from both new and existing customer categories. We believe that digital billboard displays are attractive to our customers because they allow for the development of richer and more visually engaging messages and provide our customers with the flexibility to target audiences by time of day and to quickly launch new advertising campaigns. In addition, digital billboard displays enable us to run multiple advertisements on each display (up to eight per minute). As a result, digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays, and digital billboard displays generate higher profits and cash flows than traditional static billboard displays. As the costs to convert traditional static billboard displays to digital billboard displays have declined, we have accelerated our conversion efforts, adding approximately 113 digital billboard displays during the nine months ended September 30, 2014, approximately 110 digital billboard displays in each of 2013 and 2012 and approximately 70 digital billboard displays in 2011.

We generally (i) own the physical billboard structures on which we display advertising copy for our customers, (ii) hold the legal permits to display advertising thereon and (iii) lease the underlying sites. These lease agreements have terms varying between one month and multiple years, and usually provide renewal

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options. We estimate that approximately 75% of our billboard structures in the United States are “legal nonconforming” billboards, meaning they were legally constructed under laws in effect at the time they were built, but could not be constructed under current laws. These structures are often located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. We have a highly diversified portfolio of advertising sites. As of September 30, 2014, we had approximately 22,800 lease agreements with approximately 18,400 different landlords. A substantial number of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include where the structure is obstructed, where there is a change in traffic flow and/or where the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords.

We manage our business through the following two segments:

United States. As of September 30, 2014, we had the largest number of advertising displays of any out-of-home advertising company operating in the 25 largest markets in the United States. For each of the nine months ended September 30, 2014 and the year ended December 31, 2013, our U.S. segment generated 20% of its revenues in the New York City metropolitan area and 13% and 12%, respectively, of its revenues in the Los Angeles metropolitan area. For the nine months ended September 30, 2014, our U.S. segment generated $842.4 million of revenues and $293.0 million of Adjusted OIBDA. For the year ended December 31, 2013, our U.S. segment generated $1.13 billion of revenues and $406.4 million of Adjusted OIBDA.

International. Our International segment includes our operations in Canada and Latin America, including Mexico, Argentina, Brazil, Chile and Uruguay. For the nine months ended September 30, 2014 our International segment generated $116.4 million of revenues and $16.9 million of Adjusted OIBDA. For the year ended December 31, 2013, our International segment generated $163.9 million of revenues and $29.1 million of Adjusted OIBDA.

Initial Public Offering

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC. On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’ Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be applied to the cash portion of the E&P Purge. The special dividend is payable on December 31, 2014. CBS will fund the $9.5 million difference between the cash portion of the special dividend and the $100.0 million retained by us prior to payment of the E&P Purge.

Our Tax Status

On April 16, 2014, CBS received a private letter ruling from the IRS with respect to certain issues relevant to our ability to qualify as a REIT. On July 16, 2014, we ceased to be a member of the CBS consolidated tax group and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014.

As long as we remain qualified to be taxed as a REIT, we generally will not be subject to U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. If we fail to qualify to be taxed as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and will be precluded from re-electing to be taxed as a REIT for the subsequent four taxable years following the year during which we lose our REIT qualification. Even if we

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qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income or property, and the income of our TRSs will be subject to taxation at regular corporate rates. Our qualification to be taxed as a REIT will depend upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Code, related to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our shares. We believe we are organized in conformity with the requirements for qualification and taxation as a REIT under the Code and that our manner of operation will enable us to meet the requirements for qualification and taxation as a REIT.

In order to comply with certain REIT qualification requirements, on October 29, 2014, our board of directors approved the E&P Purge, comprised of a special dividend of approximately $547.7 million, or $4.56 per share of common stock outstanding on the record date. The special dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. Stockholders had the right to elect to receive the special dividend in the form of either cash or shares of our common stock, however the aggregate amount of cash to be distributed will be $109.5 million, or 20% of the special dividend, with the balance of the special dividend payable in the form of common stock. Those electing cash will receive $1.34 in cash plus 0.1216 shares of our common stock, per share of common stock held on the record date, which together represents $4.56 per share of common stock. Those electing stock or not making an election will receive 0.1722 shares of our common stock, per share of common stock held on the record date, which represents $4.56 per share of common stock. We will issue approximately 16.5 million new shares of our common stock on December 31, 2014 in connection with the special dividend. The number of shares to be issued was determined based on the volume weighted average price of our common stock for the three trading days commencing on December 16, 2014, or $26.4974 per share. A portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

Prior to the Separation, we were a member of CBS’s consolidated tax group and were taxable as a regular domestic C corporation for U.S. federal income tax purposes (i.e., we were subject to taxation at regular corporate rates). Pursuant to the tax matters agreement that we entered into with CBS, we are liable to pay CBS for any taxes imposed on or related to us while we were a member of the CBS consolidated tax group. The tax matters agreement also separately allocates among the parties any tax liability arising as a result of any failure of the Separation to qualify as a tax-free transaction based on actions taken during the two-year period following the Separation. After the Separation, CBS ceased to own at least 80% of our outstanding common stock, and as a result, we were no longer a member of CBS’s consolidated tax group.

History

Our corporate history can be traced back to companies that helped to pioneer the growth of out-of-home advertising in the United States, such as Outdoor Systems, Inc., 3M National, Gannett Outdoor and TDI Worldwide Inc. In 1996, a predecessor of CBS acquired TDI Worldwide Inc., which specialized in transit advertising. Three years later, a predecessor of CBS acquired Outdoor Systems, Inc., which represented the consolidation of the outdoor advertising assets of large national operators such as 3M National, Gannett Outdoor (and its Canadian assets held in the name Mediacom) and Vendor (a Mexican outdoor advertising company) and many local operators in the United States, Canada and Mexico. In 2008, a subsidiary of CBS expanded our business into South America through the acquisition of International Outdoor Advertising Holdings Co., which operated in Argentina, Brazil, Chile and Uruguay. The company that we are today represents the hard-to-replicate combination of the assets of all of these businesses, as well as other acquisitions and internally developed assets.

On April 2, 2014, we completed the IPO. On April 16, 2014, CBS received a private letter ruling from the IRS with respect to certain issues relevant to our ability to qualify as a REIT. On July 16, 2014, CBS completed the CBS Exchange Offer, and in connection with the CBS Exchange Offer, CBS disposed of all of its shares of

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our common stock. On July 16, 2014, in connection with the Separation, we ceased to be a member of the CBS consolidated tax group, and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for our tax year commencing July 17, 2014 and ending December 31, 2014.

On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.”, and its common stock began trading on the New York Stock Exchange under its new ticker symbol “OUT”.

Business Strengths

Large-Scale Out-of-Home Advertising Platform. We believe our large-scale portfolio of advertising structures and sites, which will be increased by the Acquisition, provides a compelling value proposition to our customers because of our national footprint, large market presence and strategically placed assets in high-traffic locations. A number of our displays are located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. The size of our portfolio provides us with economies of scale that allow us to operate, invest and grow our business in an efficient manner. For example, it allows us to cost-effectively roll out new technologies, such as digital billboard displays, and to efficiently service our customers’ campaigns through enhanced audience delivery, measurement and reporting capabilities.

Out-of-Home Advertising Is an Impactful and Cost-Effective Medium. Unlike other types of media, such as television, radio and the Internet, out-of-home advertising is ALWAYS ON™. It cannot be turned off, skipped or fast-forwarded. We believe that this helps our customers to better reach their target audiences. In addition, using out-of-home advertising can be a cost-effective way for advertisers to reach an audience relative to other forms of media; in 2012, outdoor advertising had an average cost per thousand impressions or “CPM” of $5.22 (i.e., on average, advertisers pay $5.22 for every thousand views of their advertisements on out-of-home advertising structures and sites), as compared with $14.98 for television and $35.50 for newspapers, according to a 2013 SNL Kagan report on Economics of Outdoor & Out-of-Home Advertising.

Significant Presence in Large Metropolitan Markets. Our portfolio includes advertising structures and sites in all of the 25 largest markets in the United States, covering approximately 50% of the U.S. population. We believe that our positions in major metropolitan markets, such as New York City, Los Angeles, Chicago, Washington, D.C. and San Francisco, are desirable to customers wishing to reach large audiences. We believe that our strong positions in these markets provide us with an advantage in attracting national advertising campaigns and enable us to take advantage of increased urbanization within the United States. Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. The addition of the Acquired Business will enhance our presence in major metropolitan markets and provide more opportunities to attract national advertising campaigns. For each of the nine months ended September 30, 2014 and the year ended December 31, 2013, we generated approximately 40% of our U.S. revenues from national advertising campaigns. Many of our advertising displays are located in strategic locations with limited supply, including the Bay Bridge in San Francisco, Sunset Boulevard in Los Angeles, and both Grand Central Station and Times Square in New York.

Diverse and Long-Standing Customer Base. Our revenues are derived from a broad, diverse set of national, regional and local customers across a range of industries. During the year ended December 31, 2013, in the United States, we served approximately 19,700 customers and no single customer contributed more than 1.7% of our revenues. Our broad customer base includes companies in the entertainment, retail, healthcare, telecom, restaurant, financial services, travel and leisure and automotive industries. For the nine months ended September 30, 2014, in the United States, no single industry contributed more than 9% of our revenues. For the year ended December 31, 2013, in the United States, no single industry contributed more than 10% of our revenues. Many of our customers have utilized out-of-home advertising for decades and have been our customers for many years.

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Strong Profitability and Significant Cash Flow Generation. Our business has been highly profitable and has generated significant cash flows. In the nine months ended September 30, 2014, our U.S. Adjusted OIBDA margin was 35%. In 2013, our U.S. Adjusted OIBDA margin was 36%. We also benefit from significant operating leverage due to our high proportion of fixed costs, which allows us to generate significant OIBDA and cash flows from incremental revenues. In the nine months ended September 30, 2014, we generated cash flows from operating activities of $184.5 million. In 2013, we generated cash flows from operating activities of $281.1 million. In addition, most of our capital expenditures are directed towards new revenue-generating projects, such as the conversion of traditional static billboard displays to digital billboard displays.

Experienced Management. Members of our management team have served as ambassadors for the promotion of out-of-home advertising as a preferred advertising medium, and we believe that they have been instrumental in the development of industry-wide initiatives to improve audience measurement and targeting capabilities. Our management team includes members of the board and committees of the Outdoor Advertising Association of America and other personnel who are closely involved in advocacy for constituents of the out-of-home advertising industry, including advertisers, consumers and communities.

Growth Strategy

Continued Conversion to Digital Billboard Displays. Increasing the number of digital billboard displays in our most heavily trafficked locations is an important element of our organic growth strategy, as digital billboard displays have the potential to attract additional business from both new and existing customers. Digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays, and digital billboard displays generate higher profits and cash flows than traditional static billboard displays. In addition, digital billboard displays are attractive to our customers because they allow for the development of richer and more visually engaging messages and provide our customers with the flexibility both to target audiences by time of day and to quickly launch new advertising campaigns. As of September 30, 2014, we had 459 digital billboard displays in the United States, representing less than 1% of our total billboard displays in the United States. At the completion of the Acquisition, we added 16 digital assets. As the costs to convert traditional static billboard displays to digital billboard displays have declined, we have accelerated our conversion efforts, adding approximately 113 digital billboard displays during the nine months ended September 30, 2014, approximately 110 digital billboard displays in each of 2013 and 2012 and approximately 70 digital billboard displays in 2011. We intend to spend a significant portion of our capital expenditures in the coming years to continue to increase the number of digital billboard displays in our portfolio.

Drive Enhanced Revenue Management. We focus heavily on inventory management and advertising rate pricing to improve revenue yield over time across our portfolio of advertising structures and sites. By carefully managing our pricing on a market-by-market and display-by-display basis, we aim to improve profitability. We believe that closely monitoring pricing and improving pricing discipline will provide strong potential revenue enhancement.

Increased Use of Social Media and Mobile Technology Engagement. We believe there is potential for growth in the reach and effectiveness of out-of-home advertising through increased use of social media and mobile technology engagement. In the coming years, we intend to pursue these opportunities, including through possible strategic alliances and partnerships with social media and mobile technology companies.

Consider Selected Acquisition Opportunities. As part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses and assets. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small “tuck-in” transactions to larger acquisitions. . See “—The Acquisition”. There can be no assurances that any transactions currently being evaluated will be consummated or, if consummated, that such transactions would prove beneficial to us.

Our national footprint in the United States and significant presence in Canada and the countries in which we operate in Latin America provide us with an attractive platform on which to add additional advertising structures

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and sites. Our scale gives us advantages in driving additional revenues and reducing operating costs from acquired billboards. We believe that there is significant opportunity for additional industry consolidation, and we will evaluate opportunities to acquire additional advertising businesses and structures and sites on a case-by-case basis.

Encourage Adoption of New Audience Measurement Systems. We believe that the accelerated adoption of the out-of-home advertising industry’s audience measurement system, the TAB Out-of- Home Ratings, will enhance the value of out-of-home advertising media by providing our customers with improved audience measurement and the ability to target by gender, age, ethnicity and income. We believe that by providing a consistent and reliable audience measurement metric comparable to those used by other media formats, the TAB Out-of-Home Ratings encourages the incorporation of out-of-home advertising media by independent marketing specialists and advertising agencies that increasingly rely on analytical models to design marketing campaigns.

Properties

Our principal executive offices, which we lease, are located at 405 Lexington Avenue, 17th Floor, New York, NY 10174. We and our subsidiaries also own and lease office and warehouse space throughout the United States, Canada and several other foreign countries. We consider our properties adequate for our present needs.

Each of our United States and International segments primarily leases our outdoor advertising sites, but, in a few cases, we own or hold permanent easements on our outdoor advertising sites. These lease agreements have terms varying between one month and multiple years, and usually provide renewal options. There is no significant concentration of outdoor advertising sites under any one lease or with any one landlord. An important part of our business activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions.

Our Portfolio of Outdoor Advertising Structures and Sites

Investment Diversification

Diversification by Customer

For the nine months ended September 30, 2014, no individual customer represented greater than 1.4% of our revenues in the United States and for the year ended December 31, 2013, no individual customer represented greater than 1.7% of our revenues in the United States. Therefore, we do not consider detailed information by individual customer to be meaningful.

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Diversification by Industry

The following table sets forth information regarding the diversification of revenues earned in the United States among different industries for the year ended December 31, 2013.

Industry	Percentage of Total United States Revenues for the Year Ended December 31, 2013
Retail		10	%
Television		8	%
Entertainment		7	%
Healthcare/Pharmaceuticals		7	%
Restaurants/Fast Food		7	%
Professional Services		7	%
Telephone/Utilities		6	%
Automotive		5	%
Financial Services		5	%
Casinos/Lottery		5	%
Beer/Liquor		5	%
Education		4	%
Movies		4	%
Travel/Leisure		4	%
Computers/Internet		3	%
Food/Non-Alcoholic Beverages		3	%
Real Estate Brokerage		1	%
Other(1)		9	%
Total		100	%

(1) No single industry in “Other” individually represents more than 2% of total revenues.

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Diversification by Geography

Our advertising structures and sites are geographically diversified across 39 states and seven countries, as well as Washington D.C. and Puerto Rico. The following table sets forth information regarding the geographic diversification of our advertising structures and sites, which are listed in order of contributions to total revenue.

	Percentage of Revenues for the Year Ended December 31, 2013												Number of Displays as of December 31, 2013
Location (Metropolitan Area)	Static Billboard Displays			Digital Billboard Displays			Transit and Other Displays			Total Displays			Static Billboard Displays		Digital Billboard Displays		Transit and Other Displays		Total		Percentage of Total Displays
New York, NY		3	%		9	%		52	%		17	%		164		6		168,435		168,605		47	%
Los Angeles, CA		11	%		5	%		13	%		11	%		3,829		6		41,268		45,103		13	%
State of New Jersey		5	%		11	%		<1	%		4	%		4,102		19		—		4,121		1	%
Miami, FL		4	%		3	%		2	%		3	%		1,038		13		12,801		13,852		4	%
Houston, TX		5	%		2	%		<1	%		3	%		1,205		8		—		1,213		<1	%
Detroit, MI		4	%		8	%		1	%		3	%		2,353		22		13,483		15,858		4	%
Washington, D.C.		<1	%		—			10	%		3	%		11		—		19,761		19,772		6	%
San Francisco, CA		3	%		9	%		1	%		3	%		1,442		13		545		2,000		1	%
Atlanta, GA		2	%		7	%		3	%		3	%		2,418		35		16,361		18,814		5	%
Chicago, IL		3	%		2	%		<1	%		3	%		956		7		—		963		<1	%
Dallas, TX		3	%		5	%		1	%		3	%		723		18		294		1,035		<1	%
Tampa, FL		3	%		5	%		<1	%		2	%		1,678		25		—		1,703		<1	%
Phoenix, AZ		2	%		6	%		1	%		2	%		1,831		47		3,120		4,998		1	%
Orlando, FL		2	%		3	%		<1	%		2	%		1,548		15		—		1,563		<1	%
St. Louis, MO		2	%		2	%		<1	%		1	%		1,455		11		—		1,466		<1	%
All Other United States and Puerto Rico		32	%		22	%		5	%		24	%		19,968		128		8,851		28,947		8	%
Total United States		85	%		99	%		91	%		87	%		44,721		373		284,919		330,013		93	%
Canada		7	%		1	%		5	%		7	%		6,036		18		8,327		14,381		4	%
Mexico		5	%		—			1	%		3	%		4,656		1		87		4,744		1	%
South America		3	%		—			3	%		3	%		2,402		—		4,648		7,050		2	%
Total International		15	%		1	%		9	%		13	%		13,094		19		13,062		26,175		7	%
Total		100	%		100	%		100	%		100	%		57,815		392		297,981		356,188		100	%
Total revenues (in millions)	$	852.5		$	73.2		$	368.3		$	1,294.0

Renovation, Improvement and Development

Most of our non-maintenance capital expenditures are directed towards new revenue-generating projects, such as the conversion of traditional static billboard displays to digital. As the costs to convert a traditional static billboard display to a digital billboard display have declined, we have accelerated our conversion efforts, adding approximately 113 digital billboard displays during the nine months ended September 30, 2014, approximately 110 digital billboard displays in each of 2013 and 2012 and approximately 70 digital billboard displays in 2011. As of December 31, 2013, our average initial investment required for a digital billboard display is approximately $250,000. Digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays. Digital billboard displays also incur, on average, approximately two to three times more operating costs, including higher variable costs associated with the increase in revenue, than traditional static billboard displays. As a result, digital billboard displays generate higher profits and cash flows than traditional static billboard displays. As of September 30, 2014, we had 459 digital billboard displays in the United States, representing less than 1% of our total billboard displays in the United States. We intend to spend a significant portion of our capital expenditures in the coming years to continue increasing the number of digital billboard displays in our portfolio.

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We routinely invest capital in the maintenance and repair of our billboard and transit structures. This includes safety initiatives and replaced displays, as well as new billboard components such as panels, sections, catwalks, lighting and ladders. Our maintenance capital expenditures for the years ended December 31, 2013, 2012 and 2011 were $23.7 million, $14.0 million and $15.4 million, respectively.

Contract Expirations

We derive revenues primarily from providing advertising space to customers on our advertising structures and sites. Our contracts with customers generally cover periods ranging from four weeks to one year and are generally billed every four weeks. Since contract terms are short-term in nature, revenues by year of contract expiration are not considered meaningful.

Our Recent Acquisition Activity

We have historically pursued opportunities to acquire billboards, including the related permits and leasehold agreements. We completed $11.5 million of such acquisitions during the year ended December 31, 2013. On October 1, 2014, we completed the Acquisition. See “The Acquisition.” For additional information regarding our acquisition activity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

The following table sets forth information regarding the geographic diversification of the portfolio of outdoor advertising assets that constitute the Acquired Business and information regarding our advertising structures and sites combined with those of the Acquired Business.

The Company and the Acquired Business Combined

Number of Displays as of December 31, 2013
Location (Metropolitan Area)	Static Billboard Displays (Acquired Business)		Static Billboard Displays (Combined)		Digital Billboard Displays (Acquired Business)		Digital Billboard Displays (Combined)		Transit and Other Displays (Acquired Business)		Transit and Other Displays (Combined)		Total (Acquired Business)		Total (Combined)		Percentage of Total Displays (Acquired Business)			Percentage of Total Displays (Combined)
New York, NY		266		430		12		18		4,613		173,048		4,891		173,496		54	%		47	%
Los Angeles, CA		611		4,440		3		9		331		41,599		945		46,048		10	%		13	%
State of New Jersey		—		4,102		—		19		—		—		—		4,121		—			1	%
Miami, FL		22		1,060		—		13		851		13,652		873		14,725		10	%		4	%
Houston, TX		—		1,205		—		8		—		—		—		1,213		—			<1	%
Detroit, MI		—		2,353		—		22		—		13,483		—		15,858		—			4	%
Washington, D.C.		15		26		—		—		58		19,819		73		19,845		<1	%		5	%
San Francisco, CA		46		1,488		—		13		219		764		265		2,265		3	%		1	%
Atlanta, GA		—		2,418		—		35		—		16,361		—		18,814		—			5	%
Chicago, IL		44		1,000		—		7		643		643		687		1,650		8	%		<1	%
Dallas, TX		7		730		—		18		—		294		7		1,042		<1	%		<1	%
Tampa, FL		—		1,678		—		25		—		—		—		1,703		—			<1	%
Phoenix, AZ		—		1,831		—		47		—		3,120		—		4,998		—			1	%
Orlando, FL		—		1,548		—		15		—		—		—		1,563		—			<1	%
St. Louis, MO		—		1,455		—		11		—		—		—		1,466		—			<1	%
All Other United States and Puerto Rico		61		20,029		—		128		1,337		10,188		1,398		30,345		15	%		8	%
Total United States		1,072		45,793		15		388		8,052		292,971		9,139		339,152		100	%		93	%
Canada		—		6,036		—		18		—		8,327		—		14,381		—			4	%
Mexico		—		4,656		—		1		—		87		—		4,744		—			1	%
South America		—		2,402		—		—		—		4,648		—		7,050		—			2	%
Total International		—		13,094		—		19		—		13,062		—		26,175		—			7	%
Total		1,072		58,887		15		407		8,052		306,033		9,139		365,327		100	%		100	%

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Insurance

Prior to the Separation, the advertising structures and sites in our portfolio were covered under CBS’s blanket policy for commercial general liability, fire, extended coverage, earthquake, business interruption and rental loss insurance. We were also covered by other CBS policies, including errors and omissions, terrorism, director’s and officer’s liability, fiduciary liability, employment practices liability, professional liability and workers’ compensation insurance. As of the date hereof, we are covered by our own policies under a stand-alone insurance program with policy specifications and insured limits based on our assessment of our business and the risks we face as a stand-alone company, which may differ from the policy specifications and insured limits under CBS’s plans. In the opinion of our management, our properties are adequately covered by insurance.

Competition

The outdoor advertising industry is fragmented, consisting of several large companies operating on a national basis, such as our company, Clear Channel Outdoor Holdings, Inc., JCDecaux S.A. and Lamar Advertising Company, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local markets. We compete with these companies for both customers and structure and display locations.

We also compete with other media, including broadcast and cable television, radio, print media, the Internet and direct mail marketers, within their respective markets. In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis. Advertisers compare relative costs of available media, including CPMs, particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, the outdoor advertising industry relies on its relative cost efficiency and its ability to reach specific markets, geographic areas and/or demographics.

Employees

As of September 30, 2014, we had approximately 2,395 employees, of which 311 were local account executives in our U.S. segment, 45 were national account executives in our U.S. segment and 94 were account executives in our International segment. As of September 30, 2014, approximately 2,356 of our employees were full-time employees and approximately 39 were part-time employees. Some of these employees are represented by labor unions and are subject to collective bargaining agreements.

Legal Proceedings

On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

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MANAGEMENT

Executive Officers

The following table sets forth information as of December 15, 2014 regarding the individuals who serve as our executive officers.

Name	Age	Position
Jeremy J. Male	57	Chairman and Chief Executive Officer
Donald R. Shassian	59	Executive Vice President and Chief Financial Officer
Raymond Nowak	62	Executive Vice President, Chief Administrative Officer and U.S. Chief Financial Officer
Clive Punter	48	Executive Vice President and Chief Revenue Officer
Richard H. Sauer	57	Executive Vice President, General Counsel and Secretary
Jodi Senese	55	Executive Vice President and Chief Marketing Officer
Andrew Sriubas	46	Executive Vice President, Strategic Planning & Development
Nancy Tostanoski	50	Senior Vice President, Human Resources

None of our executive officers is related to each other or any director of the Company by blood, marriage or adoption.

Jeremy J. Male has served as our Chief Executive Officer since September 2013, and as Chairman of our board of directors since October 2014. Prior to that, he served as the Chief Executive Officer, UK, Northern Europe and Australia for JCDecaux SA since 2000, with operational responsibilities for 11 countries. He also served as a Member of the Executive Board at JCDecaux SA from October 2000 to September 2013. Prior to that, he served as Chief Executive Officer, Europe, of TDI Worldwide Inc. (later acquired by the Company).

Donald R. Shassian has served as our Executive Vice President and Chief Financial Officer since November 2013. Prior to that, he served as the Executive Vice President and Chief Financial Officer of Frontier Communications Corporation from 2006 to 2013. Before that, he served as an M&A consultant for communications companies pursuing the acquisition and divestiture of local exchange businesses. Previously, he served as Executive Vice President/Chief Financial Officer and later Chief Operating Officer of RSL Communications, Ltd. and Senior Vice President and Chief Financial Officer of Southern New England Telecommunications Corporation and was a partner with Arthur Andersen. He currently serves on the board of directors and is chairman of the audit committee of UIL Holdings Corporation.

Raymond Nowak has served as our Executive Vice President, Chief Administrative Officer and U.S. Chief Financial Officer since November 2013. Prior to that, he served as our Executive Vice President, Chief Financial Officer and Chief Administrative Officer since 2002. Previously, he was the Senior Vice President and Controller of the Warner Music Group from 1993 to 2002. Prior to that, from 1979 to 1993, Mr. Nowak served in various financial posts and reporting positions at Paramount Communications, a former subsidiary of CBS (when it was known as Viacom Inc.), where he last served as both Executive Vice President, Chief Financial Officer of Madison Square Garden and Vice President of Accounting, Systems and Benefits at Corporate.

Clive Punter has served as our Executive Vice President and Chief Revenue Officer since October 2014. Prior to that, he was a founding partner of GeniusQ, a senior executive consulting company, from 2012 to 2014. Prior to that, he served as a managing director at Linkedin from 2010 to 2012, where he led the global marketing solutions business. Mr. Punter previously served in various roles at CBS Outdoor International (n/k/a Exterion Media) from 1995 to 2010, including as International CEO from 2007 to 2010.

Richard H. Sauer has served as our Executive Vice President and General Counsel since December 2006. Beginning in March 2014, he also began serving as our Secretary. Prior to that, he was a partner at the law firm Duane Morris LLP and, before that, a partner at the law firm Jones Day.

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Jodi Senese has served as our Executive Vice President and Chief Marketing Officer since April 2013. Prior to that, she served as our Executive Vice President, Marketing overseeing all aspects of marketing, research and creative services as well as the development of new business strategies for the Company since 2001. Previously, she served as Executive Vice President, Marketing at TDI Worldwide Inc. (later acquired by the Company) since 1991. Before that, she served as Vice President, Marketing at Gannett Outdoor (later acquired by the Company) from 1987 to 1991. Ms. Senese began her career as Director of Sales Promotion at New York Subways Advertising Company (later acquired by the Company) in 1981. She served as Chairwoman of the Outdoor Advertising Association of America Marketing Committee from 2009 through 2013.

Andrew Sriubas has served as our Executive Vice President, Strategic Planning & Development since July 2014. Prior to that, he served as Chief of Strategy & Corporate Development at Sonifi Solutions, Inc. from 2013 to 2014, where he was responsible for corporate partnerships, product development, content acquisitions and digital deployment systems. Before joining Sonifi, from 1989 to 2013, Mr. Sriubas held senior roles at Citicorp Securities, Inc., Donaldson, Lufkin & Jenrette/Credit Suisse First Boston, UBS Investment Bank, JP Morgan Chase and Moorgate Partners, advising and raising capital for technology, media and telecommunications companies.

Nancy Tostanoski has served as our Senior Vice President, Human Resources since May 2014. Prior to that, she served as Vice President, Global Compensation and Benefits at PVH Corp. (formerly known as The Warnaco Group, Inc.) from 2010 to 2013, where she was responsible for global compensation, benefits and performance management for the publicly-held branded apparel company. Prior to that, Ms. Tostanoski served as Vice President, Global Compensation, Benefits and Shared Services at Reader’s Digest Association, Inc. from 2007 to 2010, where she was responsible for global compensation, benefits and U.S. shared services for the privately-held publishing and media company.

Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our charter provides that the number of directors on our board of directors is fixed exclusively by the board of directors pursuant to our bylaws, but may not be fewer than the minimum required by Maryland law, which is currently one. Our bylaws provide that our board of directors will consist of not less than one and not more than 15 directors.

Our board of directors currently consists of six directors. The following table sets forth information as of December 15, 2014 regarding individuals who serve as members of our board of directors.

Name	Age	Position
Nicolas Brien	52	Director
Manuel A. Diaz	60	Director
Jeremy J. Male	57	Chairman and Chief Executive Officer
Peter Mathes	61	Director
Susan M. Tolson	52	Director
Joseph H. Wender	70	Director

None of our directors is related to each other or any executive officer of the Company by blood, marriage or adoption.

Nicolas Brien has served on our board of directors since October 2014. He served as Chairman and Chief Executive Officer of McCann Worldgroup from April 2010 through November 2012. Prior to that, he served as Chief Executive Officer of IPG Mediabrands from 2008 to 2010. Mr. Brien also served as Chief Executive Officer of Universal McCann from 2005 to 2008. With 30 years of experience in the advertising, media and marketing industry, Mr. Brien brings to our board a unique cross-disciplinary perspective, extensive operational experience and expertise working with world-class brands.

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Manuel A. Diaz has served on our board of directors since August 2014. He is a senior partner at the law firm Lydecker Diaz, LLP and serves on a number of private company and not-for-profit boards. Prior to that, Mr. Diaz served as the Mayor of the City of Miami from 2001 to 2009. With over 30 years of combined public service and legal experience, Mr. Diaz brings to our board a unique perspective on our governmental relationships and the impact we have on the local markets we serve.

Jeremy J. Male has served on our board of directors since March 2014, and has served as Chairman since October 2014. He has served as our Chief Executive Officer since September 2013. Prior to that, he served as the Chief Executive Officer, UK, Northern Europe and Australia for JCDecaux SA since 2000. He also served as a Member of the Executive Board at JCDecaux SA from October 2000 to September 2013. As a director, with his long and successful career in senior management positions at a number of highly regarded global outdoor companies and his service both as Chairman of the Outdoor Media Centre in the UK and President of FEPE International, an association of outdoor advertising companies worldwide, Mr. Male brings to us unparalleled global expertise in the outdoor advertising industry and is well positioned to lead our company, through his executive and director roles, as an independent public company.

Peter Mathes has served on our board of directors since March 2014. Mr. Mathes served as the Chairman and Chief Executive Officer of AsianMedia Group LLC from 2004 to September 2011. Prior to that, he served in various managerial roles, beginning in 1982 at Chris Craft/United Television Group, where he served as Executive Vice President from 1998 to 2001. In January 2012, AsianMedia Group LLC filed for reorganization under bankruptcy laws as a result of a significant decline in U.S. television spot advertising demand beginning in 2008, and, after selling its television stations, filed to liquidate its remaining assets. The case closed in July 2013. With over 30 years of combined experience in developing, acquiring and overseeing television stations and managing local and national advertising sales, Mr. Mathes brings to our board expertise in local and national advertising strategy and development.

Susan M. Tolson has served on our board of directors since August 2014. She served as an analyst and portfolio manager at Capital Research Company for over twenty years. Prior to that, Ms. Tolson spent two years with Aetna Investment Management Company. Ms. Tolson currently serves on the board of directors of Lagardere Groupe, Worldline E-Payment Services and Take-Two Interactive Software, Inc., as well as on the audit committees of Worldline E-Payment Services and Take-Two Interactive Software, Inc. and the nominating and compensation committee of Worldline E-Payment Services. Ms. Tolson’s extensive experience in the media industry, in investment management and in public company board service provide our board with a skilled advisor on strategic developments in our industry, as well as corporate finance and corporate governance matters.

Joseph H. Wender has served on our board of directors since March 2014. He has also been a Senior Consultant to Goldman, Sachs & Co. since January 2008. He began with Goldman, Sachs & Co. in 1971 and became General Partner of the firm in 1982, at which time he headed the Financial Institutions Group for over a decade. Mr. Wender also currently serves as a director of Isis Pharmaceuticals and Grandpoint Capital, a bank holding company, and is an Independent Trustee of the Schwab Family of Funds. With over 35 years of investment banking experience and his service on other boards, Mr. Wender brings to our board a broad and deep understanding of public company financial reporting, corporate finance and strategic transactions.

Election and Classification of Directors

In accordance with the terms of our charter, our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, and is divided as follows:

• the Class I directors are Messrs. Diaz and Mathes and Ms. Tolson, and their term will expire at the annual meeting of stockholders expected to be held in 2015;

• the Class II director is Mr. Brien, and his term will expire at the annual meeting of stockholders expected to be held in 2016; and

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• the Class III directors are Messrs. Male and Wender, and their term will expire at the annual meeting of stockholders expected to be held in 2017.

At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies, in accordance with our bylaws. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Director Independence

Our board of directors has determined that five of our current directors, Messrs. Brien, Diaz, Mathes and Wender and Ms. Tolson, are “independent directors” under the NYSE corporate governance standards.

Committees of the Board of Directors

In connection with the IPO, our board of directors appointed an audit committee. In connection with the Separation, our board of directors appointed a compensation committee and a nominating and governance committee. A more detailed description of the purpose, composition and duties of each committee is contained in each committee’s respective charter, which are available on our website at www.outfrontmedia.com.

Audit Committee

The audit committee assists our board of directors in fulfilling its responsibility to oversee, among other matters, the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence, and the performance of our internal audit function and independent auditors.

The members of our audit committee are Messrs. Diaz, Mathes and Wender (chair). Our board of directors has determined that all of them are financially literate under the NYSE corporate governance standards and that Mr. Wender qualifies as an “audit committee financial experts” as defined under the applicable SEC rules. Our board has also determined that Messrs. Diaz, Mathes and Wender meet the independence requirements applicable to audit committee members under the NYSE corporate governance standards relating to newly public companies and the applicable SEC rules.

Compensation Committee

The compensation committee is responsible for, among other things, reviewing and approving corporate goals and objectives relevant to chief executive officer compensation, evaluating the chief executive officer’s performance in light of those goals and objectives, determining and approving compensation for the chief executive officer and other executive officers and evaluating and making recommendations to the board of directors regarding equity-based and incentive compensation plans. The members of our compensation committee are Messrs. Brien and Mathes (chair) and Ms. Tolson. Our board has also determined that Messrs. Brien and Mathes and Ms. Tolson meet the independence requirements applicable to compensation committee members under the NYSE corporate governance standards relating to newly public companies and the applicable SEC rules.

Nominating and Governance Committee

The nominating and governance committee is responsible for, among other things, identifying and recommending to the board of directors individuals qualified to become board members, developing and

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recommending to the board of directors corporate governance guidelines and overseeing the evaluation of the board of directors and management. The members of our nominating and governance committee are Ms. Tolson (chair) and Messrs. Brien, Diaz and Mathes. Our board has also determined that Ms. Tolson and Messrs. Brien, Diaz and Mathes meet the independence requirements applicable to nominating and governance committee members under the NYSE corporate governance standards relating to newly public companies and the applicable SEC rules.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2013, we did not have a compensation committee or any other board committee performing an equivalent function. Decisions regarding the compensation of our executive officers were made by CBS.

Compensation of Directors

Our board of directors has approved a compensation program for our directors who are not employees of our company (the “Outside Directors”), as described below.

Cash Compensation

Each Outside Director is entitled to receive the following cash compensation as determined by the board:

• a $60,000 annual board retainer, payable in equal installments quarterly in advance;

• a $10,000 annual committee chair retainer for the chair of each committee, payable in equal installments quarterly in advance; and

• a per meeting attendance fee of $1,000 to committee members for each meeting of each committee (or any other ad hoc committee appointed by the board of directors).

Equity Compensation

Each Outside Director is entitled to receive the following awards under our long-term incentive plan, the CBS Outdoor Americas Inc. Omnibus Stock Incentive Plan (the “Omnibus SIP”):

• an automatic annual grant of RSUs with a value of $60,000 based on the closing price of shares of our stock on the NYSE on the date of grant, which RSUs will vest one year from the date of grant, with dividend equivalents accruing on such RSUs in the amounts equal to the regular cash dividends paid on our common stock and such accrued dividend equivalents shall convert to shares of our common stock on the date of vesting; provided that the first annual grant was awarded to Messrs. Mathes and Wender, directors servicing on the Company’s board of directors on the date of the IPO, with the number of shares for the initial grant determined based on the IPO price; and

• a prorated RSU grant if he or she joins our board of directors following the date of the annual RSU grant, but during the calendar year of the grant.

Expenses

Members of our board of directors are reimbursed for expenses incurred in attending board, committee and stockholder meetings (including travel and lodging).

Stock Ownership Guidelines

We have adopted corporate governance guidelines which provide that non-employee directors are expected to own shares of our common stock having a market value of at least three times their annual cash retainer,

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within three years of becoming a director, in accordance with the guidelines. This stock ownership expectation helps to align the interests of our directors with those of our stockholders.

Indemnification and Limitation of Directors’ and Officers’ Liability

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and which is material to the cause of action. Our charter contains a provision that eliminates the liability of our directors and officers to the maximum extent permitted by Maryland law.

The MGCL requires us (unless our charter provides otherwise, which it does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits us to indemnify any present or former director or officer, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him or her in connection with any proceeding to which he or she may be made or threatened to be made a party by reason of his or her service in those or other capacities unless it is established that:

• the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;

• the director or officer actually received an improper personal benefit in money, property or services; or

• in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

Under the MGCL, we may not indemnify a director or officer in a suit by us or in our right in which the director or officer was adjudged liable to us or in a suit in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that a personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses.

In addition, the MGCL permits us to advance reasonable expenses to a director or officer upon our receipt of:

• a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by us; and

• a written undertaking by or on behalf of the director or officer to repay the amount paid or reimbursed by us if it is ultimately determined that the director or officer did not meet the standard of conduct.

Our charter authorizes us, and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of the final disposition of a proceeding to:

• any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in that capacity; and

• any individual who, while our director or officer and at our request, serves or has served as a director, officer, trustee or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.

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Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of us in any of the capacities described above and to any employee of us or a predecessor of us.

The indemnification and payment or reimbursement of expenses provided by the indemnification provisions of our charter and bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any statute, bylaw, resolution, insurance, agreement, vote of stockholders or disinterested directors or otherwise.

In addition, we have entered into separate indemnification agreements with each of its directors. Each indemnification agreement provides, among other things, indemnification as provided in the agreement and otherwise to the fullest extent permitted by law and our charter and bylaws against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The indemnification agreements provide for the advancement or payment of expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such advancement.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Prior to the completion of the IPO, we were an indirect wholly owned subsidiary of CBS. As a result, the compensation of our employees, including our named executive officers (as defined below), was determined by CBS senior management and/or the CBS Compensation Committee (as defined below). The following Compensation Discussion and Analysis discusses the compensation philosophy of CBS and the compensation committee of CBS’s board of directors (the “CBS Compensation Committee”) applicable to the compensation arrangements for fiscal year 2013 for our executive officers whose compensation is individually disclosed in the tables that appear on subsequent pages (the “named executive officers”).

Following the Separation, the compensation committee of our board of directors began making our named executive officer compensation decisions. While our executive compensation programs following completion of the Separation may differ from CBS’s programs, our programs are based on a philosophy that is substantially similar to CBS’s as described below and that promotes the core objectives of paying competitive performance-based compensation, which allows directors and executive officers to make decisions based on business needs and ultimately aligns executive and stockholder interests.

Overview of Compensation Objectives

CBS’s compensation programs are designed to motivate and reward business success and to increase stockholder value. CBS’s compensation programs are based on the following core objectives:

• Stockholder Value Focused: Align executives’ interests with stockholders’ interests, with particular emphasis on creating incentives that reward executives for consistently increasing the value of CBS.

• Market-based: Take into account the profile of compensation and benefits programs found in peer companies in order to attract and retain the talent needed to drive sustainable competitive advantage and deliver value to stockholders.

• Performance-based: Ensure plans provide reward levels that reflect variances between actual and desired performance results.

• Flexible: Enable management and the board of directors to make decisions based on the needs of the business and to recognize different levels of individual contribution and value creation.

Evaluating Executive Compensation

In reviewing our named executive officers’ executive compensation in 2013, CBS considered competitive market data for executive talent, including reliable market data for base salary, target annual incentive opportunities (as such data is available), actual annual incentive earned, annualized expected value of long-term incentives, and the resulting total actual and target compensation. None of these reviews targeted total compensation amounts to a specific benchmark. With respect to the execution of new or amended employment agreements for the applicable named executive officers, CBS reviewed competitive market data for industry peer companies (i.e., Clear Channel and Lamar Advertising) and for public companies with similar revenues.

Elements of Executive Compensation

CBS’s compensation arrangements with our named executive officers consisted of the following elements:

• Base Salary

• Performance-Based Compensation Programs

• Annual Bonus Awards

• Long-Term Incentives

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• Retirement and Deferred Compensation Plans

• Other Compensation (Perquisites and Other Personal Benefits)

CBS considered these elements in determining an executive’s compensation package in order to reward for both the long- and short-term performance of the executive and CBS. CBS did not use rigid guidelines in determining the mix of compensation elements (i.e., long-term versus currently paid out compensation and cash versus non-cash compensation) for executives. However, CBS did consider the level of base salary of executives as it relates to the allocation of guaranteed versus performance-based compensation.

Base Salary

CBS provided our named executive officers with a base salary that was sufficiently competitive to attract and retain talented individuals and provides a secure base of guaranteed cash to compensate them for services rendered during the fiscal year. In reviewing base salary during 2013 for Messrs. Kelly, Nowak and Sauer, including in connection with amended employment agreements, as applicable, CBS considered appropriate compensation data for their positions in our industry, individual performance, the base salary level for the executive in relation to his total compensation package, the level of the annual merit increase budget across CBS as a whole, any existing contractual obligations, and the level of base salary as it relates to the allocation of guaranteed versus variable, at-risk compensation. As a result, the salaries of Messrs. Kelly, Nowak and Sauer for 2013 remained at the same level as the prior year.

In determining an appropriate base salary for Messrs. Male and Shassian under their new employment agreements with us, CBS considered appropriate compensation for their positions in our industry, their base salary at their prior place of employment, their base salary level in relation to their total compensation package and the level of their base salary as it related to the allocation of guaranteed versus variable, at-risk compensation.

Effective February 17, 2014, we amended our employment arrangement with Mr. Sauer in order to secure his continued services as Executive Vice President, General Counsel. His new employment agreement provides for an increase in his base salary, as well as an adjustment to other compensation terms, and includes restrictive covenants.

Performance-Based Compensation Programs

CBS’s performance-based compensation programs provide for the opportunity to reward executives for contributing to annual financial and operational performance (through annual bonus programs) and for realizing stock price appreciation (through long-term equity incentives).

Annual Bonus Awards

Early in 2013, CBS provided to Messrs. Kelly, Nowak and Sauer an opportunity for annual bonus awards under CBS’s short-term incentive program. The purpose of CBS’s short-term incentive program is to benefit and advance the interests of CBS by granting annual bonus awards to executives as “pay for performance”—a reward for their individual contributions to CBS’s annual financial and operational success. For 2013, Mr. Male’s employment agreement provided for a payment in respect of compensation he forfeited when he left his former employer. Mr. Shassian did not participate in CBS’s short-term incentive program with respect to calendar year 2013.

At the beginning of each fiscal year, the CBS Compensation Committee approves funding levels that can be earned for that year for CBS’s short-term incentive program. These funding levels are based on financial performance goals set by the CBS Compensation Committee that are derived from budget determinations for the relevant year that take into account expected financial performance of CBS’s industry peers for that year, as well as on expected performance of CBS management against key strategic objectives.

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In January 2014, the CBS Compensation Committee evaluated CBS’s actual performance relative to the funding levels in order to determine the aggregate amount available for payouts under CBS’s short-term incentive program. CBS’s determinations regarding the amount of the annual bonus awards to be paid to the applicable named executive officers took into account all of the factors it deemed appropriate, with no predetermined emphasis on any individual item, and utilized discretion to award an appropriate bonus. In determining the bonus amounts for 2013 to the applicable named executive officers, CBS considered individual performance factors, historical bonus payouts and the financial performance of the business, including, with respect to Mr. Kelly, his leadership in driving revenue growth, managing operating expenses, and expanding our digital billboard presence in the United States; with respect to Mr. Nowak, his successful management of the financial operations of our business and his role in the execution of the IPO and our REIT conversion; and, with respect to Mr. Sauer, his role in managing the legal affairs of the business, including in connection with the IPO and our REIT conversion. With respect to Messrs. Male and Shassian, CBS also considered provisions of their employment agreements, which, for Mr. Male, provided for a payment in respect of compensation he forfeited when he left his former employer, and for Mr. Shassian, provided that he would not be eligible to participate in CBS’s short-term incentive program with respect to calendar year 2013. CBS also considered the respective target bonus amounts for the applicable named executive officers, which amounts are based on competitive practice. The differences in the target bonus amounts set forth in the named executive officer employment arrangements reflect the level of relative impact of each of their positions on our performance. The determination of the amounts for 2013 to Mr. Kelly were made by the CBS Compensation Committee, in connection with the Committee’s review of compensation for certain CBS senior executives identified at the beginning of the fiscal year (“CBS senior executives”), and to the remaining applicable named executive officers were made by CBS senior management.

As part of CBS’s short-term incentive program, certain CBS executive officers participate in CBS’s Senior Executive Short-Term Incentive Plan. CBS’s Senior Executive Short-Term Incentive Plan is designed to provide for deductibility of amounts paid pursuant to the plan under Section 162(m) of the Code. Prior to the completion of the IPO, we adopted a short-term incentive plan for a similar purpose, the CBS Outdoor Americas Inc. Executive Bonus Plan, which is more fully described below.

Long-Term Incentive Programs

CBS maintains a Long-Term Management Incentive Program (the “LTMIP”), which is designed as a “pay for performance” vehicle to encourage executives to make decisions which will create and sustain long-term value for stockholders. It is also a vehicle used to retain talent and build executive ownership in the stock of CBS. Eligibility to participate in the LTMIP is generally limited to executives who have management responsibility.

The type and mix of equity-based vehicles used to deliver value varies primarily by an executive’s level in the organization and CBS’s business needs. The CBS Compensation Committee considers the following objectives in determining the appropriate type and mix of equity-based vehicles:

Increased alignment with stockholder interests (Stock Options): Provide the opportunity to acquire an equity interest in CBS and share in the appreciation of the value of the stock.

Increased accountability for executive (Performance-Based Stock Awards): Motivate executives to focus on CBS performance through the achievement of predetermined financial goals over a designated period. Performance goals for performance-based stock awards are set based on financial and operational goals for the relevant fiscal year.

Retention of talent in both up and down markets (Time-Based Stock Awards): Provide real value in awards that are earned over a specified vesting period.

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In determining the target value to be delivered through these equity vehicles, CBS reviews competitive market data, CBS’s retention needs, potential stockholder dilution, the expense to be incurred by CBS and prior equity grant practices. In determining the value, mix and type of awards, CBS takes into consideration the objectives to allocating award types noted above and the competitive assessment of total compensation as discussed in “—Evaluating Executive Compensation” above. For 2013, Messrs. Kelly, Nowak and Sauer each received an annual LTMIP award, based on their respective current target values, which reflect the relative impact of the executive’s position on CBS performance. The value of Mr. Kelly’s award was delivered 40% in stock options, 30% in PRSUs, and 30% in time-based RSUs (“TRSUs”). The value of Mr. Nowak’s award was delivered 30% in stock options, 30% in PRSUs, and 40% in TRSUs. The value of Mr. Sauer’s award was delivered 100% in TRSUs. In connection with the execution of Mr. Male’s employment agreement, he was awarded a LTMIP equity grant package delivered 40% in stock options, 30% in PRSUs and 30% in TRSUs. He also received, in connection with the execution of his new employment agreement, a separate award of vested RSUs settled in CBS Class B Common Stock subject to holding period restrictions. In connection with the execution of Mr. Shassian’s employment agreement, he was awarded an equity grant package delivered 100% in TRSUs.

Performance Goals for PRSUs

The performance goals for PRSUs are set based on financial and operational goals for the relevant fiscal year, which take into account expected performance of CBS’s industry peers for that year as determined by media industry analysts. At the beginning of each year, the CBS Compensation Committee reviews performance goals and considers which metrics offer the best measure of CBS performance. In setting the performance goals for 2013, the CBS Compensation Committee took into account the performance goals from the previous year and sought to establish performance goals that were meaningful and challenging and designed to motivate performance, without encouraging executives to engage in risky business activities in order to achieve unattainable goals.

The vesting of the PRSUs awarded to the named executive officers in 2013 is subject to the CBS Compensation Committee’s determination of the level of achievement against the predetermined performance goal. The number of shares earned upon vesting of the PRSUs is determined in accordance with the following schedule:

• if CBS achieves less than 80% of the predetermined performance goal, the award will be forfeited;

• if CBS achieves 80% of the predetermined performance goal, 80% of the target shares will be earned;

• if CBS achieves 100% of the predetermined performance goal, 100% of the target shares will be earned; and

• if CBS achieves 120% or greater of the pre-determined performance goal, 120% of the target shares will be earned.

For achievement at intermediate points between 80% and 100% and between 100% and 120%, the number of shares to be delivered will be linearly interpolated. Dividend equivalents accrue on the target number of shares and equal the value of regular cash dividends paid on the shares of the CBS Class B Common Stock. Dividend equivalents are paid in cash, less applicable withholdings, when the PRSUs vest, but only up to the amount payable with respect to the target number of shares. If the PRSUs do not vest, then the dividend equivalents accrued on those PRSUs are forfeited.

For 2013, the performance goal for the PRSUs granted to Messrs. Male and Kelly was CBS’s achievement during 2013 of an 80% or greater level of the weighted average performance of (i) the percentage of an OIBDA Metric Target (as defined below) of $3.610 billion actually achieved (75% weighting) and (ii) the percentage of an FCF Metric Target (as defined below) of $1.684 billion actually achieved (25% weighting). The performance

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goal for Mr. Nowak’s PRSU grant was CBS’s achievement during 2013 of an FCF Metric Target of $1.684 billion. In setting the 2013 performance goals, the CBS Compensation Committee selected two metrics: (i) OIBDA (i.e., operating income before depreciation and amortization) (the “OIBDA metric”) and (ii) free cash flow (i.e., operating income before depreciation and amortization, less cash interest, taxes paid, working capital requirements and capital expenditures) (the “FCF metric”). The “OIBDA Metric Target” is calculated by starting with CBS’s budget for 2013 for the OIBDA metric and then taking into account items approved by the Committee that may otherwise distort the calculation of the performance goal, and the “FCF Metric Target” is calculated by starting with CBS’s budget for 2013 for the FCF metric and then taking into account the same items. The OIBDA metric was selected because it is an important indicator of CBS’s operational strength and performance of its businesses, as it provides a link between profitability and operating cash flow. The FCF metric was selected because it gives a clear view of CBS’s ability to generate cash (and thus profits), which allows it to pursue opportunities that enhance stockholder value.

In February 2014, the CBS Compensation Committee reviewed and discussed CBS’s performance versus the 2013 performance goals. The Committee then certified that the 2013 performance goals had been exceeded. Actual performance with respect to the OIBDA metric was $3.715 billion and with respect to the FCF metric was $1.774 billion. Thus 120% and 105.3% of the target number of shares underlying the PRSUs granted in 2013 to Messrs. Male and Kelly and to Mr. Nowak, respectively, will vest in accordance with their respective schedules.

Prior to the completion of the IPO, we adopted a long-term incentive plan, the Omnibus SIP, which is more fully described below.

Grant Date of Awards—The grant date for equity awards is the date on which the CBS Compensation Committee approves awards under the LTMIP or, if so determined by the Committee, a future grant date, or a date specified in an employment agreement. The CBS Compensation Committee may approve an award that will have a future grant date, with the exercise price of any stock option not to be less than the closing price of a share of the CBS Class B Common Stock on the NYSE on the date of grant. CBS does not set grant dates intentionally to precede the release of material non-public information. Communications regarding individual grant awards, including the terms and conditions, are provided to recipients as soon as administratively feasible. The grant date with respect to the annual management grants made in 2013 to Messrs. Kelly, Nowak and Sauer is the same date as the date on which the CBS Compensation Committee approved the awards, the grant date with respect to the equity grants awarded to Mr. Male in connection with the execution of his employment agreement is the same date on which the agreement was executed, and the grant date with respect to the equity grant awarded to Mr. Shassian in connection with the execution of his employment agreement is the first trading day of the month following the month in which the award was approved.

Fund-the-Future Program—The objective of CBS’s Fund-the-Future Program is to provide additional income to eligible CBS employees, excluding those actively participating in certain CBS pension plans and employees otherwise subject to a collectively bargained agreement which does not provide for their participation in the Fund-the-Future Program. For 2013, the CBS Compensation Committee determined to award a number of RSUs to all participants in the Fund-the-Future Program based on the employee’s annual base pay (capped at $550,000) or benefit base on the date of grant multiplied by 2.5%, and then divided by the closing price of one share of CBS Class B Common Stock on date of grant. During 2013, Messrs. Kelly and Sauer received Fund-the-Future Program grants. We adopted a similar Fund-the-Future Program in connection with the IPO.

Stock Ownership Guidelines

During 2013, Mr. Kelly, as a member of the CBS senior executive group, was subject to stock ownership guidelines providing that he was expected to acquire and establish holdings in CBS stock equal in value to two times his cash base. The remaining named executive officers were not subject to stock ownership guidelines for 2013. At this time, we do not intend to adopt stock ownership guidelines for our executives.

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Retirement and Deferred Compensation Plans; Other Compensation

CBS provides eligible employees with the opportunity to build financial resources for retirement. During 2013, certain of our named executive officers participated, along with other eligible CBS employees, in CBS’s broad-based tax-qualified defined contribution plans and nonqualified deferred compensation plans. In addition, Mr. Nowak participated, along with other eligible CBS employees, in a CBS tax-qualified and a nonqualified defined benefit plan, which is closed to new participants. Mr. Nowak continues to have accumulated benefits under these plans, but no longer accrues benefits. Information regarding participation in these retirement and deferred compensation plans is set forth in the Pension Benefits in 2013 and Nonqualified Deferred Compensation in 2013 tables and the narratives following these tables. During 2013, CBS provided the participating named executive officers with CBS-matching contributions in the CBS 401(k) Plan and CBS Excess 401(k) Plan and CBS-paid life insurance. During 2013, our board of directors adopted a broad-based tax-qualified defined contribution plan (the “Outfront Media 401(k) Plan”) and a nonqualified deferred compensation plan (the “Outdoor Excess 401(k) Plan”), which became effective January 1, 2014, at which time the account balances as of December 31, 2013 of the participating named executive officers under (i) the CBS 401(k) Plan were transferred to the Outfront Media 401(k) Plan, and (ii) the CBS Excess 401(k) Plan and the CBS Bonus Deferral Plan were transferred to the Outfront Media 401(k) Plan. In 2013, we provided to Mr. Male a tax reimbursement on imputed income associated with relocation assistance provided to him in connection with the start of his employment with us, pursuant to the terms of his employment agreement.

Post-Termination Arrangements

Post termination payments and benefits with respect to our named executive officers are set forth in each of their respective employment arrangements. The objective of these payments and benefits is to recruit and retain talent in a competitive market and, as applicable, compensate executives for restrictive covenants and other obligations following a termination without cause or a resignation for good reason.

Compensation Deductibility Policy

Similar to the CBS Senior Executive STIP and CBS’s LTMIP, each of the CBS Outdoor Americas Inc. Executive Bonus Plan and Omnibus SIP is designed to permit awards that comply with the Section 162(m) exception for performance-based compensation. Section 162(m) of the Code generally limits to $1 million the federal tax deductibility of some forms of compensation paid in one year to the chief executive officer and the three most highly compensated executive officers (other than the chief financial officer) employed by CBS at the end of the year (i.e., “covered employees”). However, we reserve the right to pay compensation that does not meet the Section 162(m) deductibility requirements, and it is possible that Section 162(m) of the Code may disallow compensation deductions for some compensation paid under these plans.

Employment Contracts

All of the named executive officers are employed under employment contracts, as we consider it to be in our best interest and as the best means to secure the employment of each of these executives. These agreements provide for an annual salary for each named executive officer and a target bonus opportunity. Each named executive officer’s target bonus opportunity is subject to review and increase. Each named executive officer’s employment agreement also contains provisions providing for an opportunity for annual equity award grants.

Incentive Plan Information

Prior to the completion of the IPO, we adopted the Omnibus SIP and the CBS Outdoor Americas Inc. Executive Bonus Plan. The purpose of these incentive plans is to attract and reward key individuals upon whose judgment and contributions we depend for success.

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The principal features of our incentive plans are summarized below. This summary is qualified in its entirety by reference to the complete texts of the Omnibus SIP and the CBS Outdoor Americas Inc. Executive Bonus Plan.

Omnibus SIP

Eligibility

All of our employees and non-employee directors and employees of our subsidiaries are eligible to receive awards under the Omnibus SIP. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under the Omnibus SIP.

Administration

Our board of directors or a committee appointed by our board of directors (collectively, the “Committee”) administers the Omnibus SIP. The Committee selects the participants who receive awards under the Omnibus SIP, and determines the type of awards to be granted, the number of shares of our common stock subject to awards or the cash amount payable in connection with an award and the terms and conditions of these awards in accordance with the terms of the Omnibus SIP. In addition, the Committee may determine a participant’s rights to awards upon a termination of service. The Committee has full authority to interpret the Omnibus SIP and to establish rules for its administration. Subject to certain limitations, the Committee may delegate its authority under the Omnibus SIP to one or more members of the Committee and/or one or more of our officers.

With respect to awards to our directors, any awards or formula for granting awards under the Omnibus SIP are approved by our board of directors or such other committee to which our board may delegate such authority.

Types of Awards

The Omnibus SIP provides for awards of options to purchase shares of our common stock, stock appreciation rights, restricted and unrestricted stock, RSUs, dividend equivalents, performance awards (including performance share units) and other equity-related awards and cash payments, which are described in more detail below. The Omnibus SIP also provides for awards granted in substitution for awards previously granted by a company that we acquire (“substitute awards”).

Awards under the Omnibus SIP may be structured to be “qualified performance-based compensation” pursuant to Section 162(m) of the Code; however, we reserve the right to pay compensation that does not meet the Section 162(m) deductibility requirements, and it is possible that Section 162(m) of the Code may disallow compensation deductions for some compensation paid under the Omnibus SIP. Compensation paid and stock options, stock appreciation rights and restricted shares granted after the first regularly scheduled stockholders’ meeting that occurs more than 12 months after our IPO will meet the requirements of “qualified performance-based compensation” under Section 162(m) of the Code only if paid or granted, as applicable, after stockholder approval of the Omnibus SIP.

The Omnibus SIP provides for the treatment of awards held by our employees that were originally granted under various CBS stock plans (“adjusted awards”), which we have assumed and converted into awards in respect of our common stock. See “—Treatment of Outstanding CBS Equity Awards Held by Our Employees” below.

Share and Other Limits

Subject to adjustment (as described below), the number of shares of our common stock that may be delivered under the Omnibus SIP is 8.0 million shares. No director may be granted awards in his or her capacity

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as a member of our board of directors in any calendar year covering, in the aggregate, in excess of 50,000 shares of our common stock, subject to adjustment. Shares of common stock subject to awards under the Omnibus SIP will be made available from authorized but unissued shares.

Shares subject to awards under the Omnibus SIP will again be available for future awards upon the occurrence of specified events that result in fewer than the total number of shares subject to the award being delivered to the participants. Shares of our common stock that will be added back to the plan limit and will again be available for awards are those shares (1) subject to an award that expires or is cancelled, forfeited or terminated without having been exercised or paid, as applicable, or (2) subject to an award that is settled in cash. Upon exercise of a stock option or stock-settled stock appreciation right, the number of shares subject to the award (or portion thereof) being exercised shall be counted against the plan limit, regardless of the actual number of shares delivered to settle the stock option or stock-settled stock appreciation right upon exercise. Any shares exchanged by a participant or withheld from a participant as full or partial payment of the exercise price or the tax withholding upon exercise or settlement of an award will not be returned to the number of shares available for delivery under the Omnibus SIP. Shares underlying substitute awards will not be counted against the plan limit. Shares underlying adjusted awards will be counted against the plan limit.

In addition to the above limits on shares, the Omnibus SIP also contains the following limits with respect to Section 162(m) of the Code:

For awards granted in the form of stock options and stock appreciation rights, the maximum aggregate number of shares of our common stock that may be granted to any participant during any calendar year (regardless of whether stock appreciation rights are settled in cash, in shares of our common stock or in other securities) is 5,000,000 (subject to adjustment).

For awards (other than those awards described above) intended to satisfy the exception for “qualified performance-based compensation” under Section 162(m) of the Code, the maximum amount that may be granted to any participant during any calendar year is $25 million for awards denominated in cash and 4,000,000 shares for awards denominated in common stock (subject to adjustment).

Shares of common stock delivered upon settlement or exercise of substitute awards and adjusted awards will not count against either of the above limits with respect to Section 162(m) of the Code.

Adjustments

In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of our direct or indirect ownership of a subsidiary or affiliate, or similar event affecting us or any of our subsidiaries (a “Corporate Transaction”), the Committee may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of shares of our common stock or other securities reserved for issuance and delivery under the Omnibus SIP, (ii) the various maximum share limits described above, (iii) the number and kind of shares of our common stock or other securities subject to outstanding awards, and (iv) the exercise price of outstanding awards.

In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting our capital structure, or a disaffiliation, separation or spin-off, in each case without consideration, or other extraordinary dividend of cash or other property to our stockholders, the Committee shall make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of shares of our common stock or other securities reserved for issuance and delivery under the Omnibus SIP, (ii) the various maximum share limits described above, (iii) the number and kind of shares of our common stock or other securities subject to outstanding awards, and (iv) the exercise price of outstanding awards.

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In the case of a Corporate Transaction, such adjustments may include, without limitation, (i) the cancellation of outstanding awards in exchange for payments of cash, property or a combination thereof having an equivalent value, (ii) the substitution of cash or other property for the shares of our common stock subject to outstanding awards, and (iii) in connection with any disaffiliation, arranging for the assumption of awards, or replacement of awards with new awards based on other property or other securities by the affected subsidiary, affiliate, or division or by the entity that controls such subsidiary, affiliate, or division following such disaffiliation.

Any adjustments made to awards that are considered “deferred compensation” within the meaning of Section 409A of the Code will be made in compliance with the requirements of Section 409A of the Code, and any adjustments made to awards that are not considered “deferred compensation” within the meaning of Section 409A of the Code will be made in such a manner as to ensure that after such adjustments, either the awards, as adjusted, remain exempt from the application of Section 409A of the Code or will not result in the imposition of any penalty taxes under Section 409A of the Code in respect of such awards.

Term of the Omnibus SIP

The Omnibus SIP will expire at midnight on the day prior to the tenth anniversary of its effective date.

Awards Generally

Stock Options. Stock options will be either non-qualified stock options or “incentive stock options” within the meaning of Section 422 of the Code, as determined by the Committee.

The Omnibus SIP will not permit the Committee to “reprice” (as defined in the Omnibus SIP) any stock option without stockholder approval. No stock option may be granted with a per share exercise price of less than 100% of the fair market value of a share of common stock on the date of grant. No stock option can be exercised after the tenth anniversary of the date of grant. The exercise price of a stock option will be paid in full on or before the settlement date for the shares of our common stock issued upon the exercise of the stock options in cash or, at the discretion of the Committee, in shares of our common stock (or other securities designated by the Committee) or in a combination of cash and shares of our common stock (or such other securities) or with any other form of valid consideration that is acceptable to the Committee. The Committee may also allow a participant to pay all or a portion of the exercise price using a net share-settlement procedure, through the withholding of shares of our common stock or through a cashless exercise procedure.

Stock Appreciation Rights. The Committee may grant stock appreciation rights under the Omnibus SIP alone or in tandem with stock options. No stock appreciation right that is granted alone may be granted with a per share exercise price of less than 100% of the fair market value of a share of common stock on the date of grant. Stock appreciation rights will be subject to the terms and conditions established by the Committee as set forth in the applicable award agreement. The Committee may not “reprice” (as defined in the Omnibus SIP) any stock appreciation right without stockholder approval.

Restricted Shares, Unrestricted Shares and RSUs. The Committee may grant restricted or unrestricted shares and RSUs under the Outfront Omnibus SIP. A restricted share is a share granted to the participant, which is subject to restrictions as determined by the Committee. An RSU is a contractual right to receive, at the discretion of the Committee, a share of common stock (or other securities designated by the Committee), a cash payment equal to the fair market value of a share of common stock or a combination of cash and shares of our common stock (or such other securities), subject to terms and conditions as determined by the Committee.

Restricted shares and RSUs will be subject to a vesting schedule or other restrictions, as the Committee shall determine. For restricted share awards, the participant will have all rights as a holder of shares of our common stock, except that the participant will not be entitled to be registered on our books and records until the shares of our common stock represented thereby have vested, and the restricted shares cannot be sold, transferred,

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assigned, pledged or otherwise encumbered or disposed of until such shares have vested or unless otherwise determined by the Committee.

Performance Awards. The Committee may grant performance awards, which are defined as awards for which the granting, vesting, exercisability, payment and/or settlement is conditioned in whole or in part on the achievement of one or more performance goals during a performance period selected by the Committee. The terms and conditions of performance awards will be determined by the Committee, and, depending on the type of award, shall be payable in cash, in shares of our common stock (or other securities designated by the Committee) or in a combination of cash and shares of our common stock (or such other securities), as determined by the Committee.

Any performance awards that are intended to comply with the exception for “qualified performance-based compensation” under Section 162(m) of the Code will be subject to performance goals based on one or more, or any combination, of the following performance metrics, as selected by the Committee in its discretion: operating income before depreciation and amortization, operating income, free cash flow, net earnings, net earnings from continuing operations, earnings per share, earnings before income taxes, depreciation and amortization, revenue, net revenue, funds from operations, adjusted funds from operations, total stockholder return, stock price, return on equity, return in excess of cost of capital, profit in excess of cost of capital, return on assets, return on invested capital, net operating profit after tax, operating margin and profit margin. For performance awards that are not intended to meet such exception under Section 162(m) of the Code, the Committee may establish performance goals based on other performance metrics, which may be subjective, as it deems appropriate. The performance goals may be based on objectives related to individual performance, company performance, or the performance of a subsidiary, division, department, region, function or business unit. The performance goals may be determined on an absolute or cumulative basis or on a percentage of improvement over time. In addition, a performance goal may be measured in terms of company performance (or of the performance of a subsidiary, division, department, region, function or business unit) or measured relative to selected reference companies or a market index.

With respect to awards that are intended to comply with the exception for “qualified performance-based compensation” under Section 162(m) of the Code, the Committee shall specify whether the calculation of the performance goals applicable to such performance award shall be adjusted or modified in order to reflect any recapitalization, reorganization, stock split or dividend, merger, acquisition, divestiture, consolidation, spin-off, split-off, split-up, combination, liquidation, dissolution, sale of assets or other similar corporate transaction or event occurring during the relevant performance period, to exclude the effect of “extraordinary items” under GAAP, including, without limitation, changes in accounting standards, and/or to reflect any other item or event determined by the Committee in its discretion.

The Committee retains the right to reduce any award such that the amount of the award is less than the maximum amount that could be paid based on the degree to which the performance goals related to such award were attained. However, the Committee may not increase the amount of any award that is intended to be deductible under Section 162(m) of the Code above the maximum amount that could be paid based on the attainment of performance goals.

Dividend Equivalents and Other Awards. The Committee may, in its sole discretion, allow any recipient of an award, other than stock options and stock appreciation rights, under the Omnibus SIP to receive, currently or on a deferred basis, interest, dividends or dividend equivalent payments, with respect to the number of shares of our common stock covered by an award. The Committee may also provide for the amount of such interest, dividend or dividend equivalent to be reinvested and/or subject to the same terms and conditions (including vesting and forfeiture provisions) as the related award.

The Committee will have the authority to grant other equity-related awards or cash payments, which payments may be based on one or more criteria determined by the Committee, under the Omnibus SIP that are consistent with the purpose of the Omnibus SIP and our interests.

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Deferral of Awards

At the discretion of the Committee, a participant may elect to defer the payment or settlement of awards upon such terms and conditions as the Committee may prescribe.

Amendment and Termination of the Omnibus SIP

Our board of directors may at any time alter, amend, suspend or terminate the Omnibus SIP, in whole or in part, except that no alteration or amendment will be effective without stockholder approval if such approval is required by law or under the rules of the principal stock exchange on which our common stock is listed, and no alteration, amendment, suspension or termination may materially adversely affect the terms of any then-outstanding awards without the consent of the affected participant.

Notwithstanding the above paragraph, the Committee will have broad authority to amend the Omnibus SIP or outstanding awards under the Omnibus SIP without the approval of participants if the Committee deems the amendment necessary or appropriate to comply with, or take into account changes in, applicable laws, rules or regulations or to avoid adverse tax consequences to any person under Section 409A of the Code, even if such amendment would otherwise be detrimental to such person.

CBS Outdoor Americas Inc. Executive Bonus Plan

Eligibility

For each performance period, the Committee will select the executives who are eligible for participation in the CBS Outdoor Americas Inc. Executive Bonus Plan. The performance period is our fiscal year unless otherwise established by the Committee. Generally, all of our executive officers and other of our key executives who are designated by the Committee are eligible to participate in the CBS Outdoor Americas Inc. Executive Bonus Plan. The Committee will select eligible participants no later than 90 days after the beginning of the performance period (or, if the performance period is shorter than 12 months, before 25% of the performance period has elapsed).

Administration

The CBS Outdoor Americas Inc. Executive Bonus Plan will be administered by the Committee. To the extent consistent with Section 162(m) of the Code, the Committee may delegate its responsibilities for administering this Plan to one or more of our officers or directors or to one or more officers or directors of its affiliates as it deems necessary or appropriate for the proper administration of the plan. The Committee will select the participants, determine the time when awards will be granted, set the performance goals and other terms and conditions of awards, certify the degree to which the performance goals for earning awards have been met, and determine whether an award should be reduced or eliminated.

Compensation payable under the CBS Outdoor Americas Inc. Executive Bonus Plan is expected to be deductible under Section 162(m) of the Code; however, we reserve the right to pay compensation that does not meet the Section 162(m) deductibility requirements, and it is possible that Section 162(m) of the Code may disallow compensation deductions for some compensation paid under the CBS Outdoor Americas Inc. Executive Bonus Plan. Compensation paid after the first regularly scheduled stockholders’ meeting that occurs more than 12 months after our IPO will be eligible to satisfy the requirements of “qualified performance-based compensation” under Section 162(m) of the Code only if paid after stockholder approval of the CBS Outdoor Americas Inc. Executive Bonus Plan.

Performance Goals

The Committee will set performance goals based on one or more, or any combination, of the following performance metrics: operating income before depreciation and amortization, operating income, free cash flow,

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net earnings, net earnings from continuing operations, earnings per share, earnings before income taxes, depreciation and amortization, revenue, net revenue, funds from operations, adjusted funds from operations, total stockholder return, stock price, return on equity, return in excess of cost of capital, profit in excess of cost of capital, return on assets, return on invested capital, net operating profit after tax, operating margin and profit margin. Performance goals may be described in terms of objectives that are related to the individual participant or objectives that are company-wide or related to a subsidiary, affiliate, division, department, region, function or business unit and may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of company performance (or performance of the applicable subsidiary, affiliate, division, department, region, function or business unit) or measured in terms of performance relative to selected peer companies or a market index.

With respect to awards that are intended to comply with the exception for “qualified performance-based compensation” under Section 162(m) of the Code, the Committee shall specify whether the calculation of the performance goals applicable to such award shall be adjusted or modified in order to reflect any recapitalization, reorganization, stock split or dividend, merger, acquisition, divestiture, consolidation, spin-off, split-off, split-up, combination, liquidation, dissolution, sale of assets or other similar corporate transaction or event occurring during the relevant performance period, to exclude the effect of “extraordinary items” under GAAP, including, without limitation, changes in accounting standards, and/or to reflect any other item or event determined by the Committee in its discretion.

Determination of Awards

Following the conclusion of the performance period, the Committee will review actual performance and certify the degree to which the performance goals applicable to the awards have been met. Notwithstanding attainment of performance goals, the Committee will have the discretion to reduce, but not increase, some or all of an award that would otherwise be paid.

Payment of Awards

Awards will be paid in cash or cash equivalents, however, the Committee has the discretion to pay all or a portion of the awards in equity-based awards under the Omnibus SIP (or a successor plan thereto). Awards will be payable as soon as practicable following the conclusion of the performance period and the Committee’s certification with respect to the performance goals. The Committee may permit or require the deferral of award amounts and may also subject the payout of awards to vesting conditions.

Maximum Award

No participant may be paid awards in respect of any fiscal year having a maximum aggregate value in excess of the lesser of $25 million or eight times his or her base salary in effect at the beginning of the performance period.

Amendment and Termination

The Committee may amend or terminate the CBS Outdoor Americas Inc. Executive Bonus Plan so long as such action does not adversely affect any rights or obligations with respect to awards already made under the CBS Outdoor Americas Inc. Executive Bonus Plan. Stockholder approval is required for any amendment that (i) increases the maximum amount per year which can be paid to any one participant under the CBS Outdoor Americas Inc. Executive Bonus Plan, (ii) changes the performance metrics on which the performance goals may be based, or (iii) modifies the class of persons eligible for participation in the CBS Outdoor Americas Inc. Executive Bonus Plan. The CBS Outdoor Americas Inc. Executive Bonus Plan will continue to be in effect until terminated by the Committee.

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Treatment of Outstanding CBS Equity Awards Held by Our Employees

In connection with the IPO, approximately 256,172 RSUs for CBS Class B Common Stock held by our employees at that time, which were originally granted under the CBS Corporation 2009 Long-Term Incentive Plan, were converted into RSUs for shares of our common stock with substantially equivalent terms, except that the number of shares of our common stock subject to each converted RSU award was adjusted in order to preserve the fair value of the award at the time of conversion. In connection with the Separation, approximately 240,000 stock options in respect of CBS Class B Common Stock held by our employees, which were originally granted under various CBS stock plans, were converted into stock options in respect of our common stock with substantially equivalent terms, except that the number of shares of our common stock subject to each converted stock option award and the exercise price of each converted stock option award were adjusted in order to preserve the intrinsic value of the award at the time of conversion. In connection with the execution of his new employment agreement, Mr. Male received an award of vested RSUs subject to holding period restrictions, which are not subject to any conversion provisions and will be settled in shares of CBS stock.

Omnibus SIP Equity Awards in 2014 Following the IPO

Long-Term Incentive Awards

On March 31, 2014, as part of our long-term management incentive program, each of the named executive officers was granted long-term incentive awards under the Omnibus SIP, with 60% of the grant awarded in the form of PRSUs and 40% awarded in the form of TRSUs. The named executive officers received grants with respect to the following number of shares of our common stock:

Named Executive Officer	Target PRSUs		TRSUs
Jeremy J. Male		42,857		28,571
Wally Kelly		21,428		14,285
Donald R. Shassian		28,928		19,285
Raymond Nowak		12,321		8,214
Richard H. Sauer		5,892		3,928

The number of shares actually payable upon vesting of the PRSUs will be based on our performance relative to a performance goal relating to the 2014 calendar year, 75% of which is based on budgeted OIBDA and 25% of which is based on budgeted free cash flow. The certification of the attainment of the goal will be determined by a committee of outside directors of our board of directors. The number of shares earned upon vesting of the PRSUs is determined in accordance with the following schedule:

• if we achieve less than 80% of the performance goal, the award will be forfeited;

• if we achieve 80% of the performance goal, 60% of the target shares will be earned;

• if we achieve 100% of the performance goal, 100% of the target shares will be earned; and

• if we achieve 110% or greater of the performance goal, 120% of the target shares will be earned.

For achievement at intermediate points between 80% and 100% and between 100% and 110%, the number of shares earned will be linearly interpolated. The TRSUs and any earned PRSUs will vest in equal installments on each of the first four anniversaries of March 28, 2014, subject to the named executive officers’ continued employment through the applicable vesting date and the terms of their employment agreements. If we pay regular cash dividends with respect to our common stock, the holders of TRSUs and PRSUs will be eligible for dividend equivalent payments in shares of our common stock when the related TRSUs or PRSUs vest and are settled.

Fund-the-Future Grants

RSUs were also granted pursuant to the Fund-the-Future Program, which was adopted by us under the Omnibus SIP, to our eligible employees, including certain of our named executive officers. These RSUs vest in

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equal installments on each of the first three anniversaries of their date of grant, subject to the named executive officers’ continued employment through the applicable vesting date and the terms of their employment agreements. If a named executive officer’s employment terminates due to death or disability, his RSUs will immediately vest. If we pay regular cash dividends on our common stock, the holders of the RSUs will be eligible for cash dividend equivalent payments at the time that the related RSUs vest and are settled. Pursuant to the Fund-the-Future program, the following named executive officers received RSUs with respect to the following number of shares of our common stock: Mr. Male: 491 shares; Mr. Kelly: 491 shares; Mr. Shassian: 491 shares; and Mr. Sauer: 402 shares.

One-Time Initial Public Offering Grants

In connection with the IPO, our eligible employees, including our named executive officers, received RSUs pursuant to one-time grants. The terms and conditions of these one-time grants (including vesting) are substantially the same as the Fund-the-Future grants described above. The named executive officers received RSUs with respect to the following number of shares of our common stock: Mr. Male: 491 shares; Mr. Kelly: 491 shares; Mr. Shassian: 491 shares; Mr. Nowak: 491 shares; and Mr. Sauer: 402 shares.

Matching Share Grants

In accordance with the terms of their employment agreements, Messrs. Male and Shassian, received, for each share of our common stock they purchased in connection with the IPO, matching grants of 0.625 RSUs and 0.5 RSUs, respectively, denominated in shares of our common stock under the Omnibus SIP. In respect of the 100,000 shares purchased by Mr. Male and 71,420 shares purchased by Mr. Shassian, we granted to them 62,500 and 35,710 RSUs, respectively. The terms of the matching RSUs are substantially the same as the terms of the TRSU grants made in connection with the long-term incentive awards described above.

Summary Compensation Table for Fiscal Year 2013

The following table sets forth information concerning total compensation paid by CBS to our named executive officers for fiscal year 2013.

Name and Principal Position(a)(1)	Year(b)		Salary ($)(c)(2)		Bonus ($)(d)(2)(3)		Stock Awards ($)(e)(4)		Option Awards ($)(f)(5)		Change in Pension Value and NQDC Earnings ($)(g)(6)		All Other Compensation ($)(h)(7)		Total ($)(i)
Jeremy J. Male		2013		389,423		1,279,000		2,199,910		799,997		—		4,077		4,672,407
Chief Executive Officer
Wally Kelly		2013		803,077		600,000		613,695		399,997		—		9,988		2,426,757
President and Chief Operating Officer
Donald R. Shassian		2013		67,500		—		499,974		—		—		168		567,642
Executive Vice President, Chief Financial Officer
Raymond Nowak		2013		577,211		287,500		402,458		172,498		—		21,789		1,461,456
Executive Vice President, Chief Administrative Officer and U.S. Chief Financial Officer
Richard H. Sauer		2013		397,375		197,926		109,868		—		—		9,538		714,707
Executive Vice President, General Counsel

(1) Mr. Male joined us in September 2013. Prior to that time, Mr. Kelly served as President and Chief Executive Officer. Mr. Shassian joined us in November 2013. Prior to that time, Mr. Nowak served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer.

(2) Salary and Bonus includes amounts deferred under qualified and nonqualified arrangements.

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(3) Bonus payments reflect cash payments made in early 2014 for fiscal year 2013 performance. See “—Employment Agreements—Jeremy J. Male” for a description of Mr. Male’s payment. Mr. Shassian was not eligible for a bonus with respect to fiscal year 2013 performance.

(4) These amounts reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 of grants of CBS RSUs. For the PRSUs granted by CBS in 2013 to Messrs. Male, Kelly and Nowak (representing $599,970, $299,964 and $172,494, respectively, of the aggregate grant date values included in column (e)), the maximum grant date value, determined in accordance with FASB ASC Topic 718, would be $720,010, $359,983 and $207,019, respectively.

(5) These amounts reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 of CBS stock option grants.

(6) None of the CBS nonqualified deferred compensation plans in which the named executive officers participated in 2013 provided for above-market interest or preferential earnings. For Mr. Nowak, the change in actuarial present value of the accumulated pension benefit at December 31, 2013 was ($27,889).

(7) The following table and footnotes describe each component of the “All Other Compensation” column for 2013:

Named Executive Officer	Company Contribution to 401(k) Plan ($)		Company Contribution to 401(k) Excess Plan ($)		Company- Paid Life Insurance ($)		Tax Reimbursement ($)(a)		Total ($)
Jeremy J. Male		1,111		—		464		2,502		4,077
Wally Kelly		8,750		—		1,238		—		9,988
Donald R. Shassian		—		—		168		—		168
Raymond Nowak		4,083		16,816		890		—		21,789
Richard H. Sauer		8,925		—		613		—		9,538

(a) For Mr. Male, the amount shown reflects tax reimbursement on imputed income associated with his relocation.

Employment Agreements

All of the named executive officers have employment arrangements that set forth the terms and conditions of their employment with us. The material terms of each of these agreements necessary to an understanding of the information provided in the Summary Compensation Table for Fiscal Year 2013 and the Grants of Plan-Based Awards During 2013 table are provided below. For the vesting terms of long-term compensation awards granted to the named executive officers from CBS during 2013, see “—Grants of Plan-Based Awards During 2013—Description of Plan-Based Awards.” See “—Potential Payments upon Termination” for a description of the payments and benefits that would be provided to the named executive officers in connection with a termination of their employment.

Jeremy J. Male

Effective September 18, 2013, we entered into an employment agreement with Mr. Male, which provides for his employment as our Chief Executive Officer through September 17, 2016. The agreement provides for an annual base salary of $1.35 million, which is subject to review and increase at the discretion of the CBS Compensation Committee or our board of directors (or a committee established for such purpose), as applicable (the “Committee”), and an annual target bonus equal to 85% of his annual salary as in effect on November 1st of the calendar year to which the annual bonus relates (with a maximum bonus opportunity equal to 200% of his annual salary). Mr. Male’s target and maximum bonus opportunities are subject to review and increase at the discretion of the Committee. For calendar year 2013, Mr. Male’s agreement provides for a payment of no less than $1.279 million in respect of forfeited compensation with his former employer. Mr. Male is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.

Under the terms of the new agreement, Mr. Male received on September 18, 2013 an award of stock options to purchase a number of shares of CBS Class B Common Stock with a grant date value of $800,000, an award of PRSUs with a grant date value of $600,000, an award of TRSUs with a grant date value of $600,000, and an

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award of vested RSUs having a grant date value of $1 million. Mr. Male is eligible to receive annual grants of long-term incentive compensation, as determined by the Committee, based on a target value of $2 million, commencing in 2014. Subject to his continuing employment and the conditions of the underwriters, in connection with the IPO, Mr. Male was afforded the opportunity to purchase shares of our common stock at the public offering price having an aggregate value of up to $4 million. For each share of our common stock purchased, Mr. Male received 0.625 RSUs payable in shares of our common stock under the Omnibus SIP. For a description of the terms of these RSUs received, see “—Omnibus SIP Equity Awards in 2014 Following the IPO—Matching Share Grants,” above.

The agreement also contains restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.

Wally Kelly

During 2013 through September 17, 2013, Mr. Kelly served as our President and Chief Executive Officer pursuant to an employment agreement dated October 25, 2006, as amended. The agreement provided for an annual base salary of $800,000 and a target annual bonus equal to 75% of his salary. Mr. Kelly was also eligible to receive annual grants of long-term compensation, as determined by the Committee, based on a target value of $1 million. Effective August 21, 2013, we entered into a new agreement with Mr. Kelly, which superseded his prior employment agreement with Outfront Media and provided for his employment as our President and Chief Operating Officer through September 30, 2015. On July 23, 2014, Wally Kelly stepped down from his position as the President and Chief Operating Officer of the Company, effective at that time. Mr. Kelly remained with the Company for an advisory period until the end of 2014.

The agreement entered into with Mr. Kelly in 2013 provided for an annual base salary of $800,000, which may be reviewed and increased, an annual target bonus equal to 75% of his salary as in effect on November 1 of such year, and annual eligibility for grants of long-term compensation, as determined by the Committee, based on a target value of $1 million. Mr. Kelly was also entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.

The agreement entered into with Mr. Kelly in 2013 also contained restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.

Donald R. Shassian

Effective November 25, 2013, we entered into an employment agreement with Mr. Shassian, which provides for his employment as our Executive Vice President and Chief Financial Officer through December 31, 2016. The agreement provides for an annual base salary of $650,000, which may be reviewed and increased, and an annual target bonus equal to 75% of his annual salary as in effect on November 1 of the calendar year to which the annual bonus relates. Mr. Shassian is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives.

Under the terms of the new agreement, Mr. Shassian received on December 2, 2013 an award of TRSUs with a grant date value of $500,000. Mr. Shassian is eligible to receive annual grants of long-term incentive compensation based on a target value of $1.35 million, commencing in 2014.

Subject to his continuing employment and the conditions of the underwriters, in connection with the initial public offering Mr. Shassian was afforded the opportunity to purchase shares of our common stock at the public

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offering price having an aggregate value of up to $2 million. For each two shares of our common stock purchased, Mr. Shassian received one RSU payable in shares of our common stock under the Omnibus SIP. For a description of the terms of these RSUs received, see “—Omnibus SIP Equity Awards in 2014 Following the IPO—Matching Share Grants,” above.

The agreement also contains restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.

Raymond Nowak

Pursuant to an employment agreement with one of our subsidiaries, dated August 1, 2008, as amended, Mr. Nowak served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer. The agreement provided for an annual base salary of $575,000 and a target annual bonus equal to 50% of his salary. Mr. Nowak was also eligible to receive annual grants of long-term compensation, as determined by the Committee, based on a target value of $575,000. Effective November 25, 2013, we entered into a new agreement with Mr. Nowak, which superseded his prior employment agreement and provides for his employment as our Executive Vice President, Chief Administrative Officer and U.S. Chief Financial Officer through July 31, 2016 (subject to our option to extend for an additional year through July 31, 2017). The 2013 agreement continues to provide for an annual base salary of $575,000, which may be reviewed and increased, an annual target bonus equal to 50% of his salary as in effect on November 1 of such year, and annual eligibility for grants of long-term compensation, as determined by the Committee, based on a target value of $575,000. Mr. Nowak is also entitled to participate in arrangements for benefits, business expenses and perquisites generally available to other senior executives. On December 2, 2014, we announced that Mr. Nowak will step down from his position as Executive Vice President, Chief Administrative Officer and U.S. Chief Financial Officer of the Company, effective December 31, 2014. Mr. Nowak will remain with the Company for an advisory period until the later of February 27, 2015 or the date the 2015 long-term incentive awards are granted (the “Separation Date”).

Mr. Nowak’s 2013 agreement also contains restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.

Richard H. Sauer

Effective November 30, 2006, CBS’s Outdoor Americas business entered into an employment letter with Mr. Sauer, which provides for his employment as our Executive Vice President, General Counsel. His base salary for 2013 was $395,852, and his annual target bonus was 50% of his base salary. Mr. Sauer is also eligible to receive annual grants of long-term compensation. Mr. Sauer is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to other senior executives.

We entered into a new employment agreement with Mr. Sauer effective February 17, 2014, which supersedes his 2006 employment letter. Pursuant to the 2014 agreement, Mr. Sauer will continue to provide services as our Executive Vice President, General Counsel for a one-year term (through February 28, 2015), with an option by us to extend for a two-year renewal. The terms of the new agreement provide for an annual base salary of $450,000 for the first year of the term (and $475,000 for each of the second and third years of the term, if we exercise our option), a target annual bonus equal to 50% of his salary, and eligibility for grants of long-term compensation, as determined by the Committee, based on a target value of $275,000 for 2014 (and $350,000 during each of 2015 and 2016, if we exercises our option). Mr. Sauer is also entitled to participate in arrangements for benefits, business expenses and perquisites generally available to other senior executives.

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Mr. Sauer’s 2014 agreement also contains restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.

Grants of Plan-Based Awards During 2013

The following table sets forth information concerning grants of equity awards with respect to the CBS Class B Common Stock under the CBS incentive programs to our named executive officers in fiscal year 2013.

	Grant Date		Committee Action Date(1)		Estimated Possible Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)(2)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Name					Threshold (#)		Target (#)		Maximum (#)
Jeremy J. Male		9/18/13		8/21/13		—		—		—		—		48,019		56.81		799,997
		9/18/13		8/21/13		8,449		10,561		12,674		—		—		—		599,970
		9/18/13		8/21/13		—		—		—		10,561		—		—		599,970
		9/18/13		8/21/13		—		—		—		17,602		—		—		999,970
Wally Kelly		2/12/13		2/12/13		—		—		—		—		34,217		43.21		399,997
		2/12/13		2/12/13		5,554		6,942		8,331		—		—		—		299,964
		2/12/13		2/12/13		—		—		—		6,942		—		—		299,964
		4/1/13		2/12/13		—		—		—		301		—		—		13,768
Donald R. Shassian		12/2/13		11/22/13		—		—		—		8,516		—		—		499,974
Raymond Nowak		2/12/13		2/12/13		—		—		—		—		14,756		43.21		172,498
		2/12/13		2/12/13		3,194		3,992		4,791		—		—		—		172,494
		2/12/13		2/12/13		—		—		—		5,322		—		—		229,964
Richard H. Sauer		2/12/13		2/12/13		—		—		—		2,314		—		—		99,988
		4/1/13		2/12/13		—		—		—		216		—		—		9,880

(1) The “Committee Action Date” refers to the date on which the CBS Compensation Committee, including through Committee delegates, approved the grant. See “—Compensation Discussion and Analysis—Long-Term Incentive Programs.”

(2) The exercise price of the options is the closing price of CBS Class B Common Stock on the date of grant.

(3) Amounts reflect the fair value on the date of grant, calculated in accordance with FASB ASC Topic 718, of the awards reported in the table.

Description of Plan-Based Awards

Equity awards reported in the “Grants of Plan-Based Awards During 2013” table were granted to the applicable named executive officers under CBS’s long-term incentive programs.

RSUs—The number of RSUs awarded is determined by dividing the value to be delivered by the closing price of a share of CBS Class B Common Stock on the NYSE on the date of grant. Except with respect to an award of CBS RSUs that Mr. Male received in connection with the execution of his new employment agreement, which were vested at grant but subject to settlement over a two-year period, vesting for RSUs occurs in equal annual installments over four years. Some RSU awards are subject to performance conditions, as described under “—Compensation Discussion and Analysis—Performance Goals for PRSUs.”

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Stock Options—The number of stock options awarded is determined by using a Black-Scholes valuation methodology in accordance with FASB ASC Topic 718, employing the same methodologies and assumptions that are applied for purposes of CBS’s financial accounting statements (as reviewed by the CBS Compensation Committee’s independent consultant). Stock options have an exercise price not less than the closing price of a share of CBS Class B Common Stock on the NYSE on the grant date and expire on the eighth anniversary of the date of grant. Vesting for stock options occurs in equal annual installments over four years.

Fund-the-Future Program—The number of RSUs awarded under the Fund-the-Future Program during 2013 equaled the quotient derived by dividing (i) 2.5% of an individual’s eligible compensation (benefits base rate of pay in effect on the grant date, limited to a maximum of $550,000) by (ii) the closing price of a share of CBS Class B Common Stock on the NYSE on the grant date, rounded up or down to the nearest whole number. The RSUs vest ratably over three years from the grant date.

For other terms of these awards relating to performance goals and grant dates, see “—Compensation Discussion and Analysis—Performance Goals for PRSUs” and “—Compensation Discussion and Analysis—Grant Date of Awards.”

Outstanding Equity Awards at Fiscal Year-End 2013

The following table sets forth for the named executive officers information concerning the outstanding equity awards at December 31, 2013, which included unexercised and vested stock options, unexercised and unvested stock options, unvested RSUs and vested RSUs, in the case of Mr. Male, all of which were granted under the CBS long-term incentive programs. The market values in this table were calculated using the closing price of a share of CBS Class B Common Stock on December 31, 2013, which was $63.74.

			Option Awards								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)(1)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(2)(3)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Jeremy J. Male		9/18/2013		—		48,019		56.81		9/18/2021		—		—		—		—
		9/18/2013		—		—		—		—		40,837		2,602,950		—		—
Wally Kelly		3/1/2010		—		15,121		13.43		3/1/2018		—		—		—		—
		3/1/2011		—		19,763		23.19		3/1/2019		—		—		—		—
		2/23/2012		—		33,975		29.44		2/23/2020		—		—		—		—
		2/12/2013		—		34,217		43.21		2/12/2021		—		—		—		—
		2/23/2010		—		—		—		—		14,595		930,285		—		—
		2/23/2011		—		—		—		—		17,463		1,113,092		—		—
		4/1/2011		—		—		—		—		185		11,792		—		—
		2/23/2012		—		—		—		—		16,815		1,071,788		—		—
		4/2/2012		—		—		—		—		272		17,337		—		—
		2/12/2013		—		—		—		—		15,273		973,501		—		—
		4/1/2013		—		—		—		—		301		19,186		—		—

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			Option Awards								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)(1)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(2)(3)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Donald R. Shassian		12/2/2013		—		—		—		—		8,516		542,810		—		—
Raymond Nowak		2/24/2009		22,977		—		5.20		2/24/2017		—		—		—		—
		3/1/2010		8,014		8,014		13.43		3/1/2018		—		—		—		—
		3/1/2011		5,682		11,364		23.19		3/1/2019		—		—		—		—
		2/23/2012		4,883		14,652		29.44		2/23/2020		—		—		—		—
		2/12/2013		—		14,756		43.21		2/12/2021		—		—		—		—
		2/23/2010		—		—		—		—		7,735		493,029		—		—
		2/23/2011		—		—		—		—		10,042		640,077		—		—
		2/23/2012		—		—		—		—		10,611		676,345		—		—
		2/12/2013		—		—		—		—		9,526		607,187		—		—
Richard H. Sauer		2/23/2010		—		—		—		—		1,920		122,381		—		—
		2/23/2011		—		—		—		—		2,298		146,475		—		—
		4/1/2011		—		—		—		—		133		8,477		—		—
		2/23/2012		—		—		—		—		2,547		162,346		—		—
		4/2/2012		—		—		—		—		196		12,493		—		—
		2/12/2013		—		—		—		—		2,314		147,494		—		—
		4/1/2013		—		—		—		—		216		13,768		—		—

(1) Each option grant identified in the above table vests ratably on each of the first four anniversaries of the date of grant.

(2) Each grant of RSUs identified in the above table vests ratably on each of the first four anniversaries of the date of grant, except for (i) the Fund-the-Future Program grants, each of which vests ratably on each of the first three anniversaries of the date of grant, and (ii) an award of CBS RSUs that Mr. Male received in connection with the execution of his new employment agreement, which were vested at grant but subject to settlement over a two-year period.

(3) For RSUs granted to Messrs. Male, Kelly, and Nowak on September 18, 2013, February 12, 2013 and February 12, 2013, respectively, amounts in these columns, with respect to the portion of each award that is subject to performance conditions, reflect actual achievement of the applicable performance conditions for 2013.

Option Exercises and Stock Vested During 2013

The following table sets forth information concerning each exercise of stock options and the vesting of stock awards during 2013 for the named executive officers.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(2)
Jeremy J. Male		0		0		0		0
Wally Kelly		130,693		4,682,307		56,496		2,451,729
Donald R. Shassian		0		0		0		0
Raymond Nowak		0		0		34,126		1,480,045
Richard H. Sauer		0		0		9,189		399,602

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(1) Represents RSUs that vested during 2013. An award of CBS RSUs that Mr. Male received in 2013 in connection with the execution of his new employment agreement, which were vested at grant but subject to settlement over a two-year period, is not included in the above table.

(2) Represents the number of shares underlying RSUs that vested during 2013, multiplied by the closing price of CBS Class B Common Stock on the NYSE on the applicable vesting date.

Pension Benefits in 2013

The following table sets forth information concerning each qualified and nonqualified defined benefit pension plan that provides payments in connection with retirement with respect to the applicable named executive officers. Only Mr. Nowak participated in these plans.

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)(1)		Payments During Last Fiscal Year ($)
Jeremy J. Male	—		—		—		—
Wally Kelly	—		—		—		—
Donald R. Shassian	—		—		—		—
Raymond Nowak(2)	Qualified— CBS Retirement Plan
	Component of CCPP		26.1		1,015,475		—
	Nonqualified— CBS Retirement
	Excess Pension Plan		26.1		2,262,350		—
Richard H. Sauer	—		—		—		—

(1) The present value of the named executive officer’s accumulated benefit at December 31, 2013 in these plans was calculated assuming commencement of benefits at age 65 using a discount rate of 4.95% and mortality rates in accordance with the RP-2000 sex distinct table with a 14-year projection using the Scale AA sex distinct table.

(2) Mr. Nowak is eligible for early retirement, since he is at least 55 years of age and has provided at least 10 years of eligibility service, but has not yet reached 65, the normal retirement age. See the description of the CBS Retirement Plan Component of CCPP (“CRP Component”) below for information about the effect of early retirement.

Description of Pension Benefits

CBS Retirement Plan Component of the CBS Combined Pension Plan (CRP Component)

Mr. Nowak participated in the CRP Component, a tax-qualified defined benefit plan, which is a component of the CBS Combined Pension Plan that has been closed to new participants since July 2010. For existing participants, participation in the CRP Component began on the later of the date an eligible employee attained age 21 or completed one year of eligibility service. Employees are fully vested in their accrued benefit upon completion of five full years of vesting service. CBS pays the entire cost of the benefits provided by the CRP Component. Eligible compensation for purposes of qualified plans is limited by federal law; for 2013, the annual limit was $255,000.

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For each year of credited service up to a maximum of 30 years, the benefit formula for calculating an age 65 accrued benefit under the CRP Component is 1.25% of the participant’s final average compensation up to the Social Security covered compensation amount, plus 1.75% of the participant’s final average compensation above the Social Security covered compensation amount. Final average compensation includes eligible salary, commissions, overtime and short-term incentive awards. If an employee who participates in the CRP Component reaches age 55 with 10 years of eligibility service, he or she is considered eligible for an early retirement benefit. The reductions for retiring early are 6% per year for each year that the benefit begins between ages 65 and 60, plus 4% per year for each year that the benefit begins between ages 60 and 55. The normal forms of payment for a married or single participant are a 50% joint and survivor annuity or single life annuity, respectively. All optional forms of payment under the CRP Component are actuarially equivalent to the normal forms of payment.

CBS Retirement Excess Pension Plan

Mr. Nowak also participated in the CBS Retirement Excess Pension Plan, an unfunded nonqualified defined benefit plan maintained by CBS, to provide benefits to employees who are participants in the CRP Component and whose annual base salary and commissions have exceeded the federal annual limit. The benefits under the CBS Retirement Excess Pension Plan are calculated by determining the excess, if any, of (i) the benefits that would be payable under the CRP Component if it were not subject to the federal annual limit, over (ii) the benefits actually payable under the CRP Component. Early retirement reduction factors are identical to those of the CRP Component. The maximum amount of total annual compensation that may be taken into account under the CRP Component and the CBS Retirement Excess Pension Plan together is $750,000. Employees are fully vested in their accrued CBS Retirement Excess Pension Plan benefit upon completion of five full years of vesting service. The normal forms of payment for a married or single participant are a 50% joint and survivor annuity or single life annuity, respectively. All optional forms of payment under the CBS Retirement Excess Pension Plan are actuarially equivalent to the normal form of payment.

Nonqualified Deferred Compensation in 2013

The following table sets forth information concerning nonqualified deferred compensation.

Name	Plan Name	Executive Contributions in Last FY ($)(1)		Company Contributions in Last FY ($)(2)		Aggregate Earnings in Last FY ($)(3)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)
Jeremy J. Male	Deferred salary plans		—		—		—		—		—
	Deferred bonus plans		—		—		—		—		—
Wally Kelly	Deferred salary plans		—		—		147,088		—		1,060,501
	Deferred bonus plans		—		—		—		—		—
Donald R. Shassian	Deferred salary plans		—		—		—		—		—
	Deferred bonus plans		—		—		—		—		—
Raymond Nowak	Deferred salary plans		72,067		16,816		438,742		—		1,524,700
	Deferred bonus plans		43,125		—		72,307		—		271,042
Richard H. Sauer	Deferred salary plans		—		—		—		—		—
	Deferred bonus plans		—		—		—		—		—

(1) Executive contributions pursuant to deferred salary and bonus plans are included in the “Salary” and “Bonus” columns, respectively, in the Summary Compensation Table for Fiscal Year 2013.

(2) Amounts reported are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2013.

(3) Amounts reflect earnings or losses on all amounts deferred in 2013 and prior years in nonqualified plans, net of deductions for fees. No portion of these amounts is included in the Summary Compensation Table for Fiscal Year 2013, as none of these plans or arrangements provide for above market or preferential earnings.

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Description of Nonqualified Deferred Compensation

Set forth below is information with respect to each plan under which deferrals of compensation are reflected in the table above.

CBS Excess 401(k) Plan

The CBS Excess 401(k) Plan is an unfunded nonqualified deferred compensation plan intended to provide benefits to employees who are eligible to participate in the CBS 401(k) Plan and whose annual base salary exceeds the federal annual limit. A participant can defer between 1% and 15% of his or her eligible compensation through payroll deductions on a pre-tax basis. Eligible compensation generally includes base pay or salary, including pre-tax contributions to the CBS 401(k) Plan and CBS’s group health and welfare plans, flexible spending accounts and contributions to the commuter reimbursement account plan, plus overtime, commissions, hazard pay and shift differential pay. For 2013, CBS matched CBS Excess 401(k) Plan contributions based on the rate of matching contributions under the CBS 401(k) Plan (70% of the first 5% of eligible compensation deferred on a pre-tax basis). CBS contributions are fully vested after five years of service. Matching contributions made by CBS to the CBS 401(k) Plan and the CBS Excess 401(k) Plan together are not made with respect to compensation in excess of $750,000.

Deferred amounts are reflected in phantom notional accounts and are credited with earnings and/or losses as if the deferred amounts were actually invested in accordance with the participant’s investment elections under the CBS 401(k) Plan. CBS’s matching contributions are also reflected in phantom notional accounts, which are credited with earnings and/or losses as if the matching contributions were actually invested in the CBS 401(k) Plan’s CBS Class B Company Stock Fund. The CBS 401(k) Plan offers 20 investment options in which CBS Excess 401(k) Plan balances may be notionally invested, and participants may change or reallocate investment directions on any business day on which the NYSE is open. The vested portion of a participant’s CBS Excess 401(k) Plan account is distributed in cash after termination of employment in accordance with the participant’s distribution election, either in a lump sum payment or in installment payments.

CBS Bonus Deferral Plan

CBS maintains bonus deferral plans, including the CBS Bonus Deferral Plan, an unfunded nonqualified deferred compensation plan intended to provide benefits to employees who are eligible to participate in the CBS 401(k) Plan and whose annual base salary exceeds the federal annual limit. Participants can defer between 1% and 15% of their short-term incentive plan bonus to the CBS Bonus Deferral Plan on a pre-tax basis. Deferred amounts are reflected in phantom notional accounts and are credited with earnings and/or losses as if the deferred amounts were actually invested in accordance with the participant’s investment elections under the CBS 401(k) Plan. Amounts deferred under the CBS Bonus Deferral Plan are distributed in cash after termination of employment in accordance with the participant’s distribution election, either in a lump sum payment or installment payments.

Outdoor Excess 401(k) Plan

During 2013, our board of directors adopted the Outdoor Excess 401(k) Plan. Effective January 1, 2014, the account balances of the participating named executive officers under the CBS Excess 401(k) Plan and the CBS Bonus Deferral Plan as of December 31, 2013 were transferred to our Outdoor Excess 401(k) Plan.

Company Deferred Compensation Arrangement

Following the “separation” (as defined in Mr. Nowak’s employment agreement), $25,000 will be notionally credited to a deferred compensation account for Mr. Nowak each month that he remains employed under his employment agreement, subject to a minimum credit of $300,000 in the aggregate. The balance in the deferred

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compensation account is not credited with earnings and/or losses, and the arrangement is not funded. Distribution will be made upon Mr. Nowak’s termination of employment in accordance with his employment agreement.

Potential Payments upon Termination

During 2013, the named executive officers had employment arrangements providing for separation payments upon certain types of termination of employment. The tables below set forth estimated potential payments that would be made to the applicable named executive officer if his employment had terminated as of December 31, 2013. In determining the benefits payable upon certain terminations of employment, we assumed in all cases that the executive has complied and continues to comply with, as applicable, all of the restrictive and other covenants included in his employment agreement and has not become employed by a new employer in those cases where the employment agreement requires mitigation by the executive.

The following tables reflect incremental payments and benefits that would have been owed by CBS to the executive beyond what the named executive officer had earned and which were no longer subject to vesting conditions, as of December 31, 2013, and do not reflect benefits that are provided pursuant to plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried employees, such as amounts accrued under the CBS 401(k) Plan and CBS Excess 401(k) Plans, accumulated and vested benefits under CBS pension plans, disability benefits and accrued vacation pay. Payments made to a named executive officer would be made subject to any applicable requirements of Section 409A of the Code. Receipt of the payments and benefits shown below upon a termination without Cause or for Good Reason would have been conditioned on the named executive officer’s execution of a release in favor of CBS.

	Continuation of Salary and Other Cash Compensation ($)(1)		Annual Bonus Continuation ($)(2)		Incremental Pension Benefit ($)		Continuation of Medical, Dental and Life Insurance ($)(3)		Vesting of Equity Awards ($)(4)(5)
Jeremy J. Male
•  Termination for Cause		0		0		0		0		0
•  Voluntary termination without Good Reason		0		0		0		0		0
•  Without Cause or Good Reason termination		1,350,000		1,147,500		0		24,749		453,390
•  Death or Disability		0		0		0		0		1,813,771
Wally Kelly
•  Termination for Cause		0		0		0		0		0
•  Voluntary termination without Good Reason		0		0		0		0		0
•  Without Cause or Good Reason termination		1,200,000		900,000		0		39,458		5,976,684
•  Death or Disability		0		0		0		0		7,566,926
Donald R. Shassian
•  Termination for Cause		0		0		0		0		0
•  Voluntary termination		0		0		0		0		0
•  Without Cause termination		650,000		0		0		16,499		135,702
•  Death or Disability		0		0		0		0		542,810
Raymond Nowak
•  Termination for Cause		0		0		0		0		0
•  Voluntary termination		0		0		0		0		0
•  Without Cause termination		575,000		0		0		18,977		0
•  Death or Disability		0		0		0		0		4,086,137
Richard H. Sauer
•  Termination for Cause		0		0		0		0		0
•  Voluntary termination		0		0		0		0		0
•  Without Cause termination		395,852		0		0		0		0
•  Death or Disability		0		0		0		0		613,434

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(1) Amounts reflect, for each of Messrs. Male, Shassian, Nowak and Sauer, the continuation of his base salary for a period of 12 months, in this instance, January 1, 2014 through December 31, 2014; for Mr. Kelly, the continuation of his base salary for a period of 18 months, in this instance, January 1, 2014 through June 30, 2015.

(2) For terminations without “Cause” (or, as applicable, for “Good Reason”), amounts reflect the payment of 12 months’ worth of Mr. Male’s target bonus and 18 months’ worth of Mr. Kelly’s target bonus. With respect to a December 31, 2013 termination date, bonuses, if any, for Messrs. Male, Kelly, Nowak and Sauer for the period January 1, 2013 through December 31, 2013 (as determined by the CBS Compensation Committee, which would have been earned by the applicable named executive officers as set forth in the Summary Compensation Table) are not included as “Annual Bonus Continuation.” Target bonus amounts for the named executive officers were as follows for 2013: Mr. Male, $1,147,500; Mr. Kelly, $600,000; Mr. Shassian, $487,500; Mr. Nowak, $287,500; and Mr. Sauer, $197,926.

(3) For Messrs. Male and Shassian, the amounts shown reflect our cost of providing continued health insurance benefits as provided in their employment agreements. For Messrs. Kelly and Nowak, the amounts shown reflect our cost of providing continued health insurance benefits and life insurance coverage as provided in their employment agreements.

(4) The calculation of the value associated with the acceleration or continuation (as the case may be) of the vesting of equity grants, (i) in the case of stock awards, was based on the closing price of shares of CBS Class B Common Stock on December 31, 2013, which was $63.74, with the inclusion of the PRSUs awarded during 2013 reflecting actual achievement of the applicable performance conditions; and (ii) in the case of options, was based on the difference between such closing price and the exercise price of the option. See the Outstanding Equity Awards at Fiscal Year-End 2013 table and accompanying footnotes for more information about the equity awards included in the above calculation. Following a termination of employment, without Cause, provided Mr. Nowak remains ready, willing and able to render exclusive services to us through July 31, 2017, he shall continue to vest toward any outstanding equity awards.

(5) In September 2011, the CBS Compensation Committee provided for accelerated vesting of equity awards then outstanding upon an employee’s termination of employment due to death or permanent disability, and CBS included a similar provision in the terms and conditions of equity awards granted thereafter. Accordingly, the amounts shown for Messrs. Kelly, Nowak, Shassian and Sauer with respect to a termination of employment due to “Death” or “Disability” reflect the accelerated vesting of outstanding equity awards in accordance with the provisions of this program. Amounts included with respect to Mr. Male reflect the accelerated vesting of outstanding equity awards in accordance with the provisions of his employment agreement.

None of the named executive officers’ employment arrangements provide for post-termination payments and benefits solely in the event of a change-in-control or “gross-ups” in the event any payment or benefit owed to him under his respective arrangement is subject to the excise tax imposed by Section 4999 of the Code.

Mr. Nowak is entitled to receive a minimum payment of deferred compensation upon his termination of employment, as set forth in the “Nonqualified Deferred Compensation in 2013—Description of Nonqualified Deferred Compensation—Outfront Media Deferred Compensation Arrangement.”

Termination for Cause or Voluntary Termination Without Good Reason

Each named executive officer’s employment arrangement includes a definition of “Cause” (as discussed below) for which the executive’s employment may be terminated. The named executive officers will receive no incremental payments and benefits under their respective employment arrangements in the event of a termination by us for “Cause” or a named executive officer’s voluntary termination without “Good Reason” (also discussed below).

Termination Without “Cause” by Us or for “Good Reason” by the Named Executive Officer

Each named executive officer will receive termination payments and benefits if we terminate his employment without “Cause,” and each of Messrs. Male and Kelly will also receive termination payments and benefits if he

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resigns for “Good Reason” pursuant to his employment agreement. If a termination without “Cause” or for “Good Reason” had occurred as of December 31, 2013, then, in addition to compensation the applicable named executive officer would have earned as of the termination date and benefits generally available to all salaried employees (such as amounts accrued under the CBS 401(k) plans, accumulated and vested benefits under CBS’s nonqualified deferred compensation and pension plans, disability benefits and accrued vacation pay):

• Mr. Male would have received (i) a cash severance amount equal to the sum of 12 months of his annual salary and his target bonus, (ii) company-paid medical and dental benefits for up to 12 months, (iii) accelerated vesting of all unvested stock options, RSUs and other equity awards that would have vested during the 12-month period following his termination of employment and (iv) payment of expenses associated with his repatriation back to the United Kingdom.

• Mr. Kelly would have received (i) a cash severance amount equal to 18 months of his annual salary; (ii) a cash severance amount equal to 18 months of his target bonus; (iii) company-paid medical and dental benefits for up to 18 months; (iv) company-paid life insurance until the end of the employment term; and (v) accelerated vesting of all unvested stock options, RSUs and other equity awards that would have vested during the 18-month period following his termination of employment.

• Mr. Shassian would have received (i) a cash severance amount equal to 12 months of his annual salary; (ii) company-paid medical and dental benefits for up to 18 months; and (iii) accelerated vesting of certain RSU awards that would have vested during the 12-month period following his termination of employment.

• Mr. Nowak would have received (i) a cash severance amount equal to 12 months of his annual salary; (ii) company-paid medical and dental benefits for up to 12 months; and (iii) company-paid life insurance until the end of the employment term. Following a termination of employment without Cause, provided Mr. Nowak remains ready, willing and able to render exclusive services to us through July 31, 2017, he would also continue to vest toward any outstanding equity awards.

• Mr. Sauer would have received a cash severance amount equal to 12 months of his annual salary.

The employment arrangements for Messrs. Male, Kelly, Shassian, Nowak and Sauer require that salary continuation and, in the case of Messrs. Male and Kelly, bonus continuation be paid over the applicable severance period. If the employment of any named executive officer was terminated without “Cause,” or if Mr. Male or Mr. Kelly terminated his employment for “Good Reason,” each of them would be required to execute and deliver a general release and would be subject to certain restrictive covenants relating to non-competition, solicitation of our employees, protection of our confidential information and our ownership of work product and cooperation in litigation. Messrs. Kelly, Nowak and Sauer would be subject to mitigation obligations under the terms of their employment arrangements.

If a public offering of our common stock had not been completed by the second anniversary of the effective date of Mr. Male’s employment term (i.e., September 18, 2015) or, if sooner, CBS had materially ceased its efforts to complete the initial public offering, Mr. Male could have voluntarily resigned his employment with notice during the 30-day period following such second anniversary and received (i) a cash severance amount equal to the sum of his 18 months of his annual salary and 1.5 times his target bonus, (ii) company-paid medical and dental benefits for up to 18 months, (iii) accelerated vesting of all unvested stock options, RSUs and other equity awards, and (iv) payment of expenses associated with his and his family’s repatriation back to the United Kingdom.

Definition of Termination for “Cause”: we would be entitled to terminate the employment of each of Messrs. Kelly, Nowak and Sauer for “Cause” upon the following events: dishonesty, embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; willful unauthorized disclosure of confidential information; failure to obey a material lawful directive that is appropriate to his position from an executive in his reporting line; failure to comply with our written policies, including the Business Conduct Statement; material breach of his employment arrangement; failure (except in the event of

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disability) or refusal to substantially perform the material obligations under his employment arrangement; willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring him to public disrepute, scandal or ridicule or reflect unfavorably upon any of our businesses or those who conduct business with us, CBS or its affiliated entities. In the case of Mr. Kelly, his voluntary resignation without “Good Reason” during the term other than due to his death or disability would also be considered “Cause.” In the case of Mr. Nowak, his voluntary resignation during the term other than due to his death or disability would also be considered “Cause.”

We would be entitled to terminate the employment of Mr. Male for “Cause” upon the following events: embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; willful unauthorized disclosure of confidential information; failure to obey a material lawful directive that is appropriate to his position from an executive having authority to give such directive; failure to comply with our written policies, including the Business Conduct Statement; material breach of his employment agreement; resignation without Good Reason other than due to his death or disability or in certain other circumstances; willful failure or refusal after being given written notice (except in the event of disability) to substantially perform his material duties and responsibilities under the employment agreement; willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; conduct which is considered an offense involving moral turpitude under federal, state or local laws; or willful misconduct which brings him to public disrepute or scandal that does or is likely to do significant harm to our businesses or those who conduct business with us, CBS and our affiliated companies.

We would be entitled to terminate the employment of Mr. Shassian for “Cause” upon the following events: fraud, misappropriation or embezzlement; conviction of a felony or a misdemeanor involving fraud, perjury or moral turpitude; his repeated willful failure to perform services under the agreement; his material breach of certain provisions in his agreement; or his terminating his employment during the term other than due to his death or disability.

Definition of “Good Reason” Termination: A “Good Reason” termination for Mr. Male would be triggered by the following: (i) a reduction in his annual salary, bonus or long-term incentive compensation opportunity; (ii) a material reduction in his positions, titles, authorities, duties or responsibilities or, upon consummation of an initial public offering of our common stock, the failure to give him the authorities, duties or responsibilities customarily given to a CEO of a public company; (iii) the assignment of duties or responsibilities that are materially inconsistent with his current authorities, duties and responsibilities or which materially impair his ability to function as our Chief Executive Officer (provided that assignment of authorities, duties or responsibilities relating to operations of a public company or which are consistent with those of a public company CEO would not trigger “Good Reason”); (iv) material breach by us of any of our obligations under the agreement; (v) the requirement that he relocate outside the New York metropolitan area; or (vi) if prior to an initial public offering of our common stock, the sale or other disposition by CBS of substantially all of our stock or assets.

A “Good Reason” termination for Mr. Kelly would be triggered by the following: (i) the requirement that he report to an executive at a lower level than the level of the executive to whom he currently reports; (ii) the material breach by us of any of our obligations under the agreement, including a material reduction in the scope of his responsibilities, title, or base compensation; or (iii) the relocation of his position outside of the metropolitan area he is currently employed in. Messrs. Shassian, Nowak and Sauer do not have a “Good Reason” provision in their employment arrangements.

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On July 23, 2014, Wally Kelly entered into a letter agreement with the Company (the “Kelly Letter Agreement”), pursuant to which Mr. Kelly stepped down from his position as the President and Chief Operating Officer of the Company, effective at that time. Mr. Kelly remained with the Company for an advisory period until the end of 2014. Under the terms of the Letter Agreement, Mr. Kelly was paid the severance payments and benefits provided in Mr. Kelly’s employment agreement described above, subject to the general release of claims and other terms provided therein.

On November 25, 2014, Raymond Nowak entered into a letter agreement (the “Nowak Letter Agreement”) with the Company, pursuant to which Mr. Nowak will step down from his position as Executive Vice President, Chief Administrative Officer and U.S. Chief Financial Officer of the Company, effective December 31, 2014. Mr. Nowak will remain with the Company for an advisory period until the Separation Date. Under the terms of the Letter Agreement, Mr. Nowak will be paid the severance payments and benefits provided in Mr. Nowak’s employment agreement described above, subject to the general release of claims and other terms provided therein, except that the date to which any unvested restricted stock units, stock options or other equity awards granted to Mr. Nowak will continue to vest has been extended from July 31, 2017 to April 2, 2018. Mr. Nowak’s salary will remain at its current level until the Separation Date, and Mr. Nowak will be eligible for his performance year 2014 bonus as well as a pro-rata portion of his 2015 bonus. Mr. Nowak will also receive a 2015 equity grant at target value.

Termination Due to Disability

If Messrs. Kelly, Shassian and Nowak were to be terminated during the employment term as a result of disability, they would receive salary earned through the date of termination, a prorated bonus for the calendar year in which the disability occurs, a prorated target bonus for the period during which they receive short-term disability benefits under our short-term disability program, and accelerated vesting of their outstanding equity awards. If Mr. Male were to be terminated during the employment term as a result of disability, he would receive the above payments and benefits, plus payment of expenses associated with his and his family’s repatriation back to the United Kingdom. If Mr. Sauer were to be terminated during the employment term as a result of disability, he would receive salary earned through the date of termination and accelerated vesting of certain of his outstanding RSU awards.

Termination Due to Death

If Messrs. Male, Kelly, Shassian and Nowak were to die during the employment term, their beneficiaries or estates would receive salary earned through the date of death, a prorated bonus for the calendar year in which death occurs (which the executive would have earned) and accelerated vesting of their outstanding equity awards. No additional payments or benefits would be due under their respective contracts. If Mr. Sauer were to die during the employment term, his beneficiaries or estate would receive salary earned through the date of death, and accelerated vesting of his outstanding RSU awards.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Agreements Between CBS and the Company Related to the IPO, the CBS Exchange Offer or the Separation

Agreement and Plan of Reorganization

On January 15, 2014, we entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) with CBS and a wholly owned subsidiary of CBS, pursuant to which, among other things, we paid a substantial portion of the proceeds of the Formation Borrowings and the IPO to such wholly owned subsidiary of CBS (together with shares of our common stock) in consideration for the contribution of the entities comprising CBS’s Outdoor Americas operating segment to us pursuant to the reorganization transactions. Pursuant to the Reorganization Agreement, CBS will pay to us prior to the special dividend to the stockholders the approximately $9.5 million difference between the actual cash portion of the E&P Purge and the $100.0 million retained by us in the IPO.

Master Separation Agreement

In connection with our IPO, we entered into a master separation agreement with CBS, providing for, among other things, our responsibility for liabilities related to our business and the responsibility of CBS for liabilities unrelated to our business as well as indemnification obligations and ongoing commitments of each of the Company and CBS.

The master separation agreement also contains provisions allocating between us and CBS liabilities related to the employment of current and former employees of the Outdoor Americas business and the compensation and benefit plans and programs in which such employees participate. In general, we will assume or retain liabilities related to the employment, compensation and benefits of current and former employees of the Outdoor Americas business; however, CBS will retain liabilities related to current and former employees of the Outdoor Americas business under certain defined benefit pension plans sponsored by CBS.

Transition Services Agreement

Prior to our IPO, CBS performed or supported many important corporate functions for us. Our financial statements reflect charges for these services on an allocation basis. In connection with our IPO, we entered into a transition services agreement with CBS, pursuant to which CBS is providing us with certain services, and we are providing CBS with certain limited services, in each case, on an interim basis for a limited period until the other party no longer requires such services to be performed by the other party. The services provided to us by CBS include legal, finance, information technology, insurance, tax and employment functions. In connection with the Separation, we amended the transition services agreement to extend the time periods in which CBS will provide the transaction services described above to January 16, 2015 or to July 16, 2015, as applicable depending on the services being provided. The agreed-upon charges for such services are generally on a cost-plus-margin basis and each party has agreed to reimburse the other for its out-of-pocket costs in connection therewith. The liability of each party under the transition services agreement for the services it provides is generally limited. We anticipate that we will generally be in a position to complete the transition from all services provided by CBS on or before 12 months following the completion of the Separation.

Tax Matters Agreement

In connection with our IPO, we entered into a tax matters agreement with CBS, which governs the respective rights, responsibilities and obligations of CBS and us with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes for the periods during which we were a member of the CBS consolidated tax group. The tax matters agreement also separately allocates among the parties any tax liability arising as a result of any

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failure of the split-off to qualify as a tax-free transaction. We could be liable to CBS for consolidated group losses used by us even if we do not owe any amount to a governmental authority.

License Agreement

In connection with the IPO, we entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which we have the right to use “CBS” in the corporate names of the Company and the right to use the “CBS” mark and the “CBS” logo on our advertising billboards for a limited of time following the Separation. In connection with the Separation, we amended the license agreement to extend the time period in which we have the right to use “CBS” in the corporate names of the Company to December 31, 2014, and have the right to use the “CBS” mark and logo on our advertising displays to March 31, 2016. On November 20, 2014, we rebranded, and the Company changed its legal name to “OUTFRONT Media Inc.”

Registration Rights Agreement

In connection with our IPO, we entered into a registration rights agreement with CBS that provided CBS and its affiliated entities with certain registration rights for shares of our common stock owned by them, as follows:

Demand Registration Rights. CBS and its affiliated entities were entitled to certain demand registration rights. At any time after the completion of our IPO, and subject to the “lock-up” period described under “Shares Eligible For Future Sale” such holders may have, on not more than five occasions, requested that we register all or a portion of their shares, subject to customary limitations.

Piggyback Registration Rights. In the event that we proposed to register any of our equity securities or securities convertible into or exchangeable for our equity securities under the Securities Act, either for our own account or for the account of other security holders, CBS and its affiliated entities were entitled to certain “piggyback” registration rights allowing them to include our shares that they own in such registration, subject to customary limitations. As a result, whenever we proposed to file a registration statement under the Securities Act, other than with respect to a registration statement on Form S-4 or S-8 or certain other exceptions, CBS and its affiliated entities were entitled to notice of the registration and had the right, subject to certain limitations, to include their shares in the registration.

In connection with the CBS Exchange Offer, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS and were no longer a subsidiary of CBS.

Other Related-Person Transactions

CBS. Prior to our IPO, we were an indirect wholly owned subsidiary of CBS. As such, CBS provided us with certain services, such as insurance and support for technology systems. Effective January 1, 2014, our employees began participating in employee benefit plans maintained by us, although certain of our employees may continue to be entitled to benefits under certain CBS defined benefit pension plans. For more information on the allocation of the charges for services and benefits provided to us by CBS, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Parties.” In connection with our IPO, we entered into the agreements above to govern our relationship with CBS during the period between the completion of the IPO and the effective date of the Separation and to complete the Separation of our business from CBS.

For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $14.5 million, of which $7.7 was before the CBS Exchange Offer, and $12.3 million for the nine months ended September 30, 2014 and 2013, respectively, and $14.9 million, $16.6 million and $20.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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On July 16, 2014, CBS completed the Separation and as a result of this transaction, CBS and their affiliates ceased to be related parties.

Other Related Persons. Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. On July 16, 2014, CBS completed the Separation and as a result of this transaction, Viacom Inc. ceased to be a related party. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $6.0 million, of which $4.3 million was before the CBS Exchange Offer, and $5.6 million for the nine months ended September 30, 2014 and 2013, respectively, and $9.3 million, $9.4 million and $11.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Clive Punter, our Executive Vice President and Chief Revenue Officer, was a founding partner of GeniusQ, which provided consulting services to the Company from 2012 to 2014. Pursuant to a consulting agreement, GeniusQ provided consulting and advisory services to the Company from May 2014 to October 2014, resulting in payments by the Company to GeniusQ, for the benefit of Mr. Punter, of approximately $289,000.

Nicholas Brien, a member of our board of directors, served as an executive in roles at certain agencies owned by Interpublic Group of Companies, Inc., including Chairman and Chief Executive Officer of McCann Worldgroup from 2010 through 2012; Chief Executive Officer of IPG Mediabrands from 2008 through 2010; and Chief Executive Officer of Universal McCann from 2005 through 2008. Agencies affiliated with Interpublic Group of Companies, Inc. paid the Company approximately $39.1 million for advertising services on behalf of its clients from 2011 to 2014.

Review, Approval or Ratification of Transactions with Related Persons

In connection with the Separation, we amended our written policy regarding the review and approval, ratification or other action to be taken with respect to transactions with related persons. Pursuant to this policy, the nominating and governance committee of the board will review and approve, ratify or take other actions it deems appropriate with respect to a related person transaction that, under the rules of the SEC, is required to be disclosed in our proxy statement or Annual Report on Form 10-K. In its review, the nominating and governance committee will be provided with the details of a proposed related person transaction, including the terms of the related person transaction, the business purpose of the related person transaction, and the benefits to the Company and to the relevant related persons that are derived from the related person transaction. In determining whether to approve, ratify or take any other action it deems appropriate with respect to the related person transaction, the nominating and governance committee will consider, among other factors, the following factors to the extent relevant to the related person transaction: (a) whether the terms of the related person transaction are fair to the Company and on the same basis would apply if the transaction did not involve a related person; (b) whether there are business reasons for the Company to enter into the related person transaction; (c) whether the related person transaction would impair the independence of an outside director; and (d) whether the related person transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account several factors. Any member of the nominating and governance committee who is a related person with respect to a transaction under review will abstain from voting on any action to be taken with respect to the related person transaction but may, if so requested by the chair of the nominating and governance committee, participate in some or all of the discussions with respect to the related person transaction. Under the policy, our legal staff is primarily responsible for determining whether a related person has a direct or indirect material interest in a transaction with us that is required to be disclosed. The determination will be made after a review of the information obtained from the related person and information available from our records. The agreements and/or transactions set forth in this section “Agreements between CBS and the Company and Other Related Party Transactions” that pertain to CBS were entered into prior to the completion of our IPO and were not subject to our related person transaction policy.

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THE ACQUISITION

On October 1, 2014, we completed the Acquisition for $690.0 million in cash, plus working capital adjustments. The Acquisition was funded with cash on hand and the net proceeds from the issuance and sale of $450.0 million aggregate principal amount of 2025 original notes and $150.0 million aggregate principal amount of 2022 original notes. The Acquired Business constitutes the largest U.S. private portfolio of outdoor advertising assets. These assets are located throughout the United States in top Nielson Designated Market Areas, such as New York, Los Angeles, Chicago, Philadelphia and Dallas, and include “top of the pyramid” and iconic locations. We believe that the Acquired Business will further leverage our operating expense infrastructure. In addition, the geographic distribution and quality of the assets acquired will enhance our advertising platform and further complement our national advertiser strategies. For the nine months ended September 30, 2014 and the year ended December 31, 2013, the Acquired Business generated revenue of $152.1 million and $206.3 million, respectively.

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DISTRIBUTION POLICY

On April 28, 2014, we announced that our board of directors had authorized a quarterly cash dividend of $0.37 per share on our common stock, which was paid on June 30, 2014 to stockholders of record at the close of business on June 9, 2014. On August 6, 2014, we announced that our board of directors had authorized a quarterly cash dividend of $0.37 per share on our common stock, payable on September 30, 2014 to stockholders of record at the close of business on September 9, 2014. On October 29, 2014, we announced that our board of directors had authorized a quarterly cash dividend $0.37 per share on our common stock, which was paid on December 15, 2014 to stockholders of record at the close of business on November 18, 2014. On October 29, 2014, we our board of directors approved a special dividend of approximately $547.7 million to our stockholders in connection with our conversion to a REIT, which is payable on December 31, 2014, to stockholders of record on November 20, 2014. See “—Our Tax Status.” These dividend amounts are based on our historical results of operations and cash flows, and our pro forma results of operations. We believe this financial information provides a reasonable basis to evaluate our ability to pay future dividends.

U.S. federal income tax law generally requires that, to maintain our status as a REIT, we must distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our taxable income. We intend to pay regular quarterly distributions to holders of our common stock in an amount not less than 100% of our REIT taxable income (determined before the deduction for dividends paid).

Distributions that we make will be authorized and determined by our board of directors in its sole discretion out of assets legally available therefor. While we anticipate maintaining relatively stable distribution(s) during each year, the amount, timing and frequency of distributions will be at the sole discretion of the board of directors, and distributions will be declared based upon various factors, including but not limited to: the amount of the E&P Purge, future taxable income, limitations contained in debt instruments, debt service requirements, operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on our ability to use cash generated in the TRSs to fund distributions and applicable law. We may need to increase our borrowings in order to fund our intended distributions. We expect that, at least initially, our distributions may exceed our net income under GAAP, due, in part, to noncash expenses included in net income (loss).

We anticipate that our distributions generally will be taxable as ordinary income to our stockholders, although we may designate a portion of the distributions as qualified dividend income or capital gain dividends or a portion of the distributions may constitute a return of capital or be taxable as capital gain. We will furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income dividends, return of capital, qualified dividends, income or capital gain dividends or nondividend distributions. Our debt agreements permit us to make cash distributions in order to maintain our status as a REIT, subject to certain conditions.

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DESCRIPTION OF THE EXCHANGE NOTES

General

Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, (i) the term “Capital LLC” refers to Outfront Media Capital LLC and not to any of its subsidiaries, (ii) the term “Finance Corp.” refers to Outfront Media Capital Corporation and not to any of its subsidiaries, (iii) the term “Issuers” refers collectively to Capital LLC and Finance Corp. and (iv) the term “Parent” refers to OUTFRONT Media Inc. and not to any of its subsidiaries.

The Issuers will issue the 5.250% senior notes due 2022 (the “2022 Exchange Notes”), 5.625% senior notes due 2024 (the “2024 Exchange Notes”) and 5.875% senior notes due 2025 (the “2025 Exchange Notes” and, together with the 2022 Exchange Notes and the 2024 Exchange Notes, the “Exchange Notes”) offered by this prospectus under the indenture dated as of January 31, 2014 (the “2022 & 2024 Indenture”) or the indenture dated as of October 1, 2014 (the “2025 Indenture” and, together with the 2022 & 2024 Indenture, the “Indentures”), as applicable, each among itself, the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Issuers are issuing the 2022 Exchange Notes in exchange for the 5.250% senior notes due 2022 that were issued under the 2022 & 2024 Indenture by the Issuers on January 31, 2014 and October 1, 2014 (the “2022 Original Notes”). The Issuers are issuing the 2024 Exchange Notes in exchange for the 5.625% senior notes due 2024 that were issued under the 2022 & 2024 Indenture by the Issuers on January 31, 2014 (the “2024 Original Notes”). The Issuers are issuing the 2025 Exchange Notes in exchange for the 5.875% senior notes due 2025 that were issued under the 2025 Indenture by the Issuers on October 1, 2014 (the “2025 Original Notes” and, together with the 2022 Original Notes and the 2024 Original Notes, the “Original Notes”). The 2022 Exchange Notes, 2024 Exchanges Notes and 2025 Exchange Notes offered hereby will be of the same class and series as, and otherwise identical to, the 2022 Original Notes, the 2024 Original Notes and the 2025 Original Notes, respectively. The 2022 Exchange Notes and the 2022 Original Notes will vote as a single class under the 2022 & 2024 Indenture. The 2024 Exchange Notes and the 2024 Original Notes will vote as a single class under the 2022 & 2024 Indenture. The 2025 Exchange Notes and the 2025 Original Notes will vote as a single class under the 2025 Indenture. All definitions in this paragraph apply solely to this description, unless context dictates otherwise.

For purposes of the summaries of the covenants and other provisions of the Indentures set forth below, including the defined terms used therein, unless otherwise indicated or the context otherwise requires, (i) references to “Notes” refer to, with respect to the 2022 & 2024 Indenture, the 2022 Notes or the 2024 Notes, as applicable, and, with respect to the 2025 Indenture, the 2025 Notes, as applicable, and where the context so requires, the 2022 Notes, the 2024 and the 2025 Notes, collectively, (ii) references to the “Indenture” refer to the 2022 & 2024 Indenture or the 2025 Indenture, as applicable, and references to the “Indentures” refer to the 2022 & 2024 Indenture and the 2025 Indenture, collectively. References in this description to the “Offering Memorandum” refer to the offering memorandum dated January 16, 2014, relating to the sale of the 2022 Original Notes and the 2024 Original Notes. Matters described as being disclosed in the Offering Memorandum are disclosed on a substantially consistent basis in this prospectus. Matters described as being disclosed under the caption “The Separation” in the Offering Memorandum are disclosed on a substantially consistent basis in this prospectus under the caption “Business and Properties—Tax Status”.

The 2022 Exchange Notes, the 2024 Exchanges Notes and the 2025 Exchange Notes will be separate series of Notes. As a result, among other things, holders of each series will have separate and independent rights to give notice of a Default or to direct the Trustee to exercise remedies in the event of a Default or otherwise. The terms of the Exchange Notes will include those stated in the applicable Indenture and those made part of the applicable Indenture by reference to the Trust Indenture Act.

The following description is only a summary of the material provisions of the Indentures and does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indentures, including

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the definitions therein of certain terms used below. We urge you to read the Indentures because those agreements, not this description, define your rights as Holders of the Exchange Notes. You may request copies of the Indentures at our address set forth under the heading “Where You Can Find More Information.”

Finance Corp.

Finance Corp. is a Wholly Owned Subsidiary of Capital LLC that was incorporated in Delaware on December 2, 2013 and serves as a co-obligor on certain of our outstanding indebtedness. Capital LLC believes that certain prospective purchasers of the Notes may be restricted in their ability to purchase debt securities of limited liability companies, such as Capital LLC, unless those debt securities are jointly issued by a corporation. The Indentures restrict Finance Corp.’s ability to have any material operations, assets or subsidiaries of its own. As a result, investors should not expect Finance Corp. to participate in servicing the interest and principal obligations on the Exchange Notes. See “—Certain Covenants—Restrictions on Activities of Finance Corp.”

Brief Description of the Notes

The Notes:

• are unsecured senior obligations of each of the Issuers;

• are pari passu in right of payment with all existing and future Indebtedness (including the Senior Credit Facilities) and all other obligations (other than Subordinated Indebtedness) of each of the Issuers;

• are effectively subordinated to all secured Indebtedness of each of the Issuers (including the Senior Credit Facilities) to the extent of the value of the assets securing such Indebtedness;

• are senior in right of payment to any Subordinated Indebtedness of each of the Issuers;

• are structurally subordinated to all existing and future Indebtedness and other liabilities of each of the Issuers’ non-Guarantor Subsidiaries; and

• are initially guaranteed on a senior unsecured basis by the Parent and each of the Restricted Subsidiaries that guarantees the Senior Credit Facilities.

Guarantees

The Guarantors will jointly and severally unconditionally Guarantee, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indentures and the Notes, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture.

The Parent and each of the Restricted Subsidiaries that guarantee the Senior Credit Facilities will initially Guarantee the Notes. Each of the Guarantees of the Notes will be a general unsecured obligation of each Guarantor, will be pari passu in right of payment with all existing and future Indebtedness and all other obligations (other than Subordinated Indebtedness) of each such entity, will be effectively subordinated to all secured Indebtedness of each such entity (to the extent of the value of the assets securing such Indebtedness) and will be senior in right of payment to all existing and future Subordinated Indebtedness of each such entity. The Guarantees will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of such Guarantor (other than the Issuers in the case of Parent) that do not guarantee the Notes.

Not all of the Parent’s Subsidiaries will guarantee the Notes. Each of the entities comprising the Acquired Business (other than joint ventures) will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, the non-Guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute or contribute, as the case may be, any of

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their assets to an Issuer or a Guarantor. As a result, all of the existing and future liabilities of non-Guarantor Subsidiaries, including any claims of trade creditors, are structurally senior to the Notes. The non-Guarantor Subsidiaries accounted for approximately $116.4 million, or 12%, of the Parent’s total revenue and approximately $16.9 million, or 6%, of the Parent’s Adjusted OIBDA (as defined in “Summary—Summary Financial Data”), in each case, for the nine months ended September 30, 2014 and approximately $163.9 million, or 13%, of the Parent’s total revenue and approximately $29.1 million, or 7%, of the Parent’s Adjusted OIBDA, in each case, for the year ended December 31, 2013. In addition, the non-Guarantor Subsidiaries accounted for approximately $352.2 million and approximately $383.6 million, or 10% and 11%, of the Parent’s total assets as of September 30, 2014 and December 31, 2013, respectively. On a pro forma basis, after giving effect to the Acquisition Borrowings and the Acquisition, the non-Guarantor Subsidiaries accounted for approximately $116.4 million, or 10%, of the Parent’s total revenue and approximately $16.9 million, or 5%, of the Parent’s Adjusted OIBDA, in each case, for the nine months ended September 30, 2014, and approximately $163.9 million, or 11%, of the Parent’s total revenue and approximately $29.1 million, or 7%, of the Parent’s Adjusted OIBDA, in each case, for the year ended December 31, 2013. In addition, on a pro forma basis, after giving effect to the Acquisition Borrowings and the Acquisition, the non-Guarantor Subsidiaries accounted for approximately $383.6 million, or 9%, of Parent’s total assets as of September 30, 2014.

The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance under applicable law and therefore, are limited to the amount that such Subsidiary Guarantor could guarantee without such Guarantee constituting a fraudulent conveyance; this limitation, however, may not be effective to prevent such Guarantee from constituting a fraudulent conveyance.

Any Subsidiary Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indentures to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.

If a Guarantee were rendered voidable, it could be subordinated by a court to all other obligations (including guarantees and other contingent liabilities) of the applicable Guarantor, and, depending on the amount of such obligations, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to the Exchange Notes—Federal and state fraudulent transfer laws may permit a court to void the notes and/or the guarantees and, if that occurs, you may not receive any payments on the notes.”

The Indentures provide by their terms that a Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon:

(1) (a) any direct or indirect sale, exchange or transfer (by merger, consolidation or otherwise) of (i) the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Subsidiary Guarantor which sale, exchange or transfer is made in a manner not in violation of the applicable provisions of the Indenture;

(b) the release or discharge of the guarantee by such Subsidiary Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(c) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(d) the Issuers exercising their legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Issuers’ obligations under the Indenture being discharged in a manner not in violation of the terms of the Indenture; and

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(2) the Issuers delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Upon request of the Parent, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder.

The Parent’s Guarantee shall be automatically and unconditionally released only at such time as all of the Issuers’ obligations under the applicable Indenture have been discharged in a manner not in violation of the terms of such Indenture and the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in such Indenture relating to such transaction have been complied with.

Ranking

The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Guarantee will rank pari passu in right of payment with all Indebtedness and all other obligations (other than Subordinated Indebtedness) of the Issuers or the relevant Guarantor, as the case may be, including the obligations of the Issuers and such Guarantor under the Senior Credit Facilities.

The Notes will be effectively subordinated to all Secured Indebtedness of each Issuer and each Guarantor, including Secured Indebtedness under the Senior Credit Facilities, to the extent of the value of the assets securing such Indebtedness, and will be structurally subordinated to all Indebtedness and other liabilities of the non-Guarantor Subsidiaries. As of September 30, 2014, on a pro forma as adjusted basis after giving effect to the Acquisition and the Acquisition Borrowings, including the use of proceeds therefrom, the Parent would have had $2.2 billion of Indebtedness on a consolidated basis (including the Notes but excluding $99.3 million in letters of credit and surety bonds), of which $798.2 million would have been Secured Indebtedness.

Although the Indentures governing the Notes contain limitations on the amount of additional Indebtedness that the Issuers and the Guarantors may incur, the amount of such Indebtedness could be substantial, and such additional Indebtedness may be Secured Indebtedness. See “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Paying Agent and Registrar for the Notes

The Issuers will maintain one or more paying agents for the Notes in the Borough of Manhattan, City of New York. The initial paying agent for the Notes will be the Trustee.

The Issuers will also maintain a registrar with offices in the Borough of Manhattan, City of New York. The initial registrar will be the Trustee. The registrar will maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfer of Notes on behalf of the Issuers.

The Issuers may change the paying agents or the registrars without prior notice to the Holders. The Parent or any of its Subsidiaries, including the Issuers, may act as a paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any Note selected for redemption. Also, the Issuers are not required to issue, transfer or exchange any Note for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.

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Principal, Maturity and Interest

The Issuers issued the Original Notes on January 31, 2014 and October 1, 2014 in the aggregate principal amount of $1,400,000,000 and, pursuant to this prospectus, the Issuers are offering to exchange all of the Original Notes for the Exchange Notes. The 2022 Notes will mature on February 15, 2022, the 2024 Notes will mature on February 15, 2014 and the 2025 Notes will mature on March 15, 2025. Subject to compliance with the covenant described below under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuers may issue additional 2022 Notes (the “Additional 2022 Notes”), additional 2024 Notes (the “Additional 2024 Notes”) and/or additional 2025 Notes (the “Additional 2025 Notes” and, together with the Additional 2022 Notes and the Additional 2024 Notes, the “Additional Notes”) from time to time. The Original Notes that are not exchanged for the Exchange Notes and all Additional Notes, if any, will be treated as a single class for all purposes under the 2022 & 2024 Indenture or 2025 Indenture, as applicable, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the 2022 & 2024 Indenture and the 2025 Indenture, as applicable, and this “Description of the Exchange Notes” include any Additional Notes that are actually issued; provided that Additional Notes will not be issued with the same CUSIP, if any, as existing Notes unless such Additional Notes are fungible with existing Notes for U.S. federal income tax purposes. The Issuers will issue the Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

2022 Notes

Interest will accrue on the 2022 Notes at a rate per annum equal to 5.250%. Interest on the 2022 Notes will be deemed to have accrued from May 15, 2014 or from the most recent date to which interest has been paid or provided for subsequent to May 15, 2014. Interest will be payable semiannually in arrears using a 360-day year comprised of twelve 30-day months in cash to Holders of record at the close of business on the May 1 or November 1 immediately preceding the interest payment date, on May 15 and November 15 of each year, commencing November 15, 2014. At maturity, the Issuers will pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for.

2024 Notes

Interest will accrue on the 2024 Notes at a rate per annum equal to 5.625%. Interest on the 2024 Notes will be deemed to have accrued from May 15, 2014 or from the most recent date to which interest has been paid or provided for subsequent to May 15, 2014. Interest will be payable semiannually in arrears using a 360-day year comprised of twelve 30-day months in cash to Holders of record at the close of business on the May 1 or November 1 immediately preceding the interest payment date, on May 15 and November 15 of each year, commencing November 15, 2014. At maturity, the Issuers will pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for.

2025 Notes

Interest will accrue on the 2025 Notes at a rate per annum equal to 5.875% from the Issue Date, or from the most recent date to which interest has been paid or provided for. Interest will be payable semiannually in arrears using a 360-day year comprised of twelve 30-day months in cash to Holders of record at the close of business on the March 1 or September 1 immediately preceding the interest payment date, on March 15 and September 15 of each year, commencing March 15, 2015. At maturity, the Issuers will pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for.

Mandatory Redemption; Offers to Purchase; Other Purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuers may be required to offer to purchase Notes as

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described under the caption “—Repurchase at the Option of Holders.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Optional Redemption

Optional Redemption of the 2022 Notes

Except as set forth below, the Issuers will not be entitled to redeem the 2022 Notes at their option prior to February 15, 2017.

At any time prior to February 15, 2017 the Issuers may redeem all or a part of the 2022 Notes upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder, at a redemption price equal to 100% of the principal amount of 2022 Notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”), and, without duplication, accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after February 15, 2017, the Issuers may redeem the 2022 Notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice” at the redemption prices (expressed as percentages of principal amount of the 2022 Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below:

Year	Notes percentage
2017		103.938	%
2018		102.625	%
2019		101.313	%
2020 and thereafter		100.000	%

In addition, until February 15, 2017, the Issuers may, at their option, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice,” on one or more occasions, redeem up to 35% of the aggregate principal amount of 2022 Notes issued by them at a redemption price equal to 105.250% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes originally issued under the 2022 & 2024 Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 60 days of the date of closing of each such Equity Offering.

Optional Redemption of the 2024 Notes

Except as set forth below, the Issuers will not be entitled to redeem the 2024 Notes at their option prior to February 15, 2019.

At any time prior to February 15, 2019 the Issuers may redeem all or a part of the 2024 Notes upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder, at a redemption price equal to 100% of the principal amount of 2024 Notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”), and, without duplication, accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

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On and after February 15, 2019, the Issuers may redeem the 2024 Notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice” at the redemption prices (expressed as percentages of principal amount of the 2024 Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below:

Year	Notes percentage
2019		102.813	%
2020		101.875	%
2021		100.938	%
2022 and thereafter		100.000	%

In addition, until February 15, 2017, the Issuers may, at their option, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice,” on one or more occasions, redeem up to 35% of the aggregate principal amount of 2024 Notes issued by them at a redemption price equal to 105.625% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes originally issued under the 2022 & 2024 Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 60 days of the date of closing of each such Equity Offering.

Optional Redemption of the 2025 Notes

Except as set forth below, the Issuers will not be entitled to redeem the 2025 Notes at their option prior to September 15, 2019.

At any time prior to September 15, 2019, the Issuers may redeem all or a part of the 2025 Notes upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder, at a redemption price equal to 100% of the principal amount of 2025 Notes redeemed plus the Applicable Premium as of the Redemption Date, and, without duplication, accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after September 15, 2019, the Issuers may redeem the 2025 Notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice” at the redemption prices (expressed as percentages of principal amount of the 2025 Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on September 15 of each of the years indicated below:

Year	Notes percentage
2019		102.938	%
2020		101.958	%
2021		100.979	%
2022 and thereafter		100.000	%

In addition, until September 15, 2017, the Issuers may, at their option, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice,” on one or more occasions, redeem up to 35% of the aggregate principal amount of 2025 Notes issued by them at a redemption price equal to 105.875% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that at least

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65% of the aggregate principal amount of Notes originally issued under the 2025 Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 60 days of the date of closing of each such Equity Offering.

Other Purchases

The Issuers and their affiliates may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Notice; Selection

Notice of any redemption upon any Equity Offering may be given prior to such Equity Offering, and any such redemption or notice may, at the Issuers’ discretion, be subject to completion of the related Equity Offering.

The Trustee shall select the Notes to be purchased in the manner described under “Repurchase at the Option of Holders—Selection and Notice.”

Repurchase at the Option of Holders

Change of Control

The Notes will provide that if a Change of Control Repurchase Event occurs after the Issue Date, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes of any series as described under “Optional Redemption,” the Issuers will make an offer to purchase all of the Notes of such series pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record of such series on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Repurchase Event, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes of any series as described under “Optional Redemption,” the Issuers will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes of such series to the address of such Holder appearing in the security register with a copy to the Trustee or otherwise in accordance with the procedures of The Depository Trust Company, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will, subject to clause (8) below, be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note of such series not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes of such series accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders of such series will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on

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the 30th day following the date of the Change of Control Repurchase Event notice, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes of such series tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes of such series and its election to have such Notes purchased;

(6) that if the Holders tender less than all of the Notes of such series, the Holders of the remaining Notes of such series will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;

(7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall occur, or that such redemption may not occur and such notice may be rescinded in the event that the Issuers shall determine that such condition will not be satisfied by the Change of Control Payment Date or by the Change of Control Payment as so delayed; and

(8) the other instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in such Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

The Senior Credit Facilities provide, and future credit agreements, indentures or other agreements relating to Indebtedness to which the Parent or an Issuer becomes a party may provide, that certain change of control events with respect to the Parent or an Issuer (including a Change of Control under the Indenture) would constitute a default thereunder. If we experience a change of control that triggers a default under our Senior Credit Facilities, we could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable.

Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control Repurchase Event may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

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The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the initial purchasers of the 2022 Notes and the Issuers with respect to the 2022 Notes, the initial purchasers of the 2024 Notes and the Issuers with respect to the 2024 Notes and the initial purchasers of the 2025 Notes and the Issuers with respect to the 2025 Notes. The Issuers have no present intention to engage in a transaction involving a Change of Control after the Issue Date, although it is possible that they could decide to do so in the future. Subject to the limitations discussed below, the Issuers could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuers’ capital structure or credit ratings. Restrictions on the Issuers’ ability to incur additional Indebtedness are contained in the covenants described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants—Liens.” Such restrictions in each Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes of the applicable series then outstanding. Except for the limitations contained in such covenants, however, the Indentures do not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

The Issuers will not be required to make a Change of Control Offer for a series of Notes following a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all of the Notes of such series validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding unless transferred to the Issuers.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Parent to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Parent. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuers to make an offer to repurchase the Notes as described above.

The provisions under either Indenture relative to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control Repurchase Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes of the applicable series.

Asset Sales

The Indentures provide that the Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) the Parent or any such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Parent) of the assets sold or otherwise disposed of; and

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(2) except in the case of a Permitted Asset Swap or the disposition of any property the disposition of which is necessary for Parent to qualify, or to maintain its qualification, as, a real estate investment trust for U.S. federal income tax purposes, in each case, in Parent’s good faith determination, at least 75% of the consideration therefor received by the Parent or any such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on the Parent’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Parent’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Parent) of the Parent or such Restricted Subsidiary (other than Contingent Obligations and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Parent and all such Restricted Subsidiaries have been released,

(b) any notes or other obligations or securities received by the Parent or such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by the Parent or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined in good faith by the Parent), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) (with respect to the 2025 Indenture, received after the Measurement Date) that is at that time outstanding (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (a) the amount of the cash received (less the cost of disposition, if any) and (b) the initial amount of such Designated Non-Cash Consideration) not to exceed $200.0 million, with the fair market value (as determined in good faith by the Parent) of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall, in each case, be deemed to be cash for purposes of this provision and for no other purpose.

Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Parent or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(a) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto,

(b) Obligations under Pari Passu Indebtedness that is secured by a Lien, which Lien is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto,

(c) Obligations under the Notes (provided that such purchases are at or above 100% of the principal amount thereof) or any other Pari Passu Indebtedness of an Issuer or a Guarantor (and to correspondingly reduce commitments with respect thereto, if applicable); provided that if such Net Proceeds are applied to other Pari Passu Indebtedness (other than the Senior Credit Facilities or other Secured Indebtedness) then the Issuers shall (i) equally and ratably reduce Obligations under the Notes (x) as provided under “Optional Redemption” or (y) through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or (ii) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid

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interest, if any, on the principal amount of such Notes that would otherwise be redeemed under clause (i), or

(d) Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Parent or another Restricted Subsidiary; or

(2) to (a) make an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Parent or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) acquire properties (other than working capital), (c) make capital expenditures or (d) acquire other assets (other than working capital) that, in the case of each of (a), (b), (c) and (d) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Parent or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); and provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; or

(3) any combination of the foregoing.

Any Net Proceeds from an Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuers, the Parent or any other Restricted Subsidiary shall make an offer to all Holders of the Notes and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase the maximum aggregate principal amount of the Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture.

The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $50.0 million by electronically delivering or mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.

To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such similar method in accordance with the procedures of The Depository Trust Company; provided that no notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

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Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Parent will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the applicable Indenture by virtue thereof.

Selection and Notice

If the Issuers are redeeming less than all of a series of Notes at any time, the Trustee will select the Notes of such series to be redeemed (a) if the Notes of such series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed, (b) on a pro rata basis to the extent practicable or (c) by lot or such other similar method in accordance with the procedures of The Depository Trust Company; provided that no Notes of $2,000 or less shall be redeemed or repurchased in part.

Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Notes of such series at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of such Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

The Issuers will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants that are contained in the Indentures. Beginning on the day of a Covenant Suspension Event and ending on a Reversion Date (as defined herein) (such period a “Suspension Period”) with respect to either series of Notes, the covenants specifically listed under the following captions in the “Description of Notes” will not be applicable to such series of Notes (collectively, the “Suspended Covenants”):

(1) “Repurchase at the Option of Holders—Asset Sales”;

(2) “—Limitation on Restricted Payments”;

(3) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(4) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”;

(5) “—Transactions with Affiliates”;

(6) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;

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(7) clauses (1)(a) and (3) of “—Sale and Leaseback Transactions;” and

(8) “—Business Activities.”

On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to the first paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below or one of the clauses set forth in the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to the first or second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of “—Limitation on Restricted Payments.” As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Parent or its Restricted Subsidiaries during the Suspension Period. Notwithstanding the foregoing, during the Suspension Period the Parent shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Parent would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to the last paragraph of the covenant described under “—Limitation on Restricted Payments” at the time of such designation.

For purposes of the “Repurchase at the Option of Holders—Asset Sales” covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

Any period of time that (i) a series of Notes has Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture for such series, is referred to as a “Covenant Suspension Event.” If on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating on such Notes or downgrades the rating assigned to such Notes below an Investment Grade Rating, the Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants in the applicable Indenture with respect to future events.

There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

Limitation on Restricted Payments

The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions payable by the Parent in Equity Interests (other than Disqualified Stock) of the Parent; or

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(b) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Parent or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Parent or, to the extent held by a Person other than the Parent or a Restricted Subsidiary, Capital LLC, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness other than the payment, redemption, repurchase, defeasance, acquisition or retirement of:

(a) Indebtedness permitted under clause (7) of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(b) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Parent could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent and its Restricted Subsidiaries (and not rescinded or refunded) after the Issue Date, with respect to the 2022 & 2024 Indenture, or after the Measurement Date, with respect to the 2025 Indenture (including Restricted Payments permitted by the next succeeding paragraph and by clauses (1) and (9) of the second succeeding paragraph, but excluding all other Restricted Payments permitted by the second succeeding paragraph), is less than the sum of (without duplication):

(a) (i) 100% of EBITDA of the Parent for the period (taken as one accounting period) beginning, with respect to the 2022 & 2024 Indenture, on the first day of the fiscal quarter during which the Issue Date occurs or, with respect to the 2025 Indenture, on January 1, 2014 to the end of the Parent’s most recently completed fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, minus (ii) the product of (A) 1.4 and (B) Consolidated Interest Expense of the Parent for the same period (taken as one accounting period); plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Parent, of marketable securities or other property received by the Parent or Capital LLC since immediately after the Issue Date, with respect to the 2022 & 2024 Indenture, or since immediately after the Measurement Date, with respect to the 2025 Indenture, from the issue or sale of:

(i) Equity Interests of the Parent or, in connection with “UPREIT” acquisitions, Equity Interests of Capital LLC, but excluding cash proceeds and the fair market value, as determined in good faith by the Parent, of marketable securities or other property received from the (A) IPO and (B) the sale of Equity Interests to members of management, directors or consultants of the Parent

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after the Issue Date, with respect to the 2022 & 2024 Indenture, or after the Measurement Date, with respect to the 2025 Indenture, to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the second succeeding paragraph; and

(ii) Indebtedness or Disqualified Stock of the Parent or a Restricted Subsidiary that has been converted into or exchanged for Equity Interests of the Parent;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests, Indebtedness or Disqualified Stock of the Parent or Capital LLC sold to a Restricted Subsidiary or the Parent or (Y) Disqualified Stock or Indebtedness that has been converted or exchanged into Disqualified Stock; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Parent, of marketable securities or other property contributed to the capital of the Parent or, in connection with “UPREIT” acquisitions, of Capital LLC following the Issue Date, with respect to the 2022 & 2024 Indenture, or following the Measurement Date, with respect to the 2025 Indenture (other than by a Restricted Subsidiary or the Parent); plus

(d) to the extent that any Restricted Investment that was made after the Issue Date, with respect to the 2022 & 2024 Indenture, or made after the Measurement Date, with respect to the 2025 Indenture, is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment (in either case except to the extent any such amount has already been included in the calculation of EBITDA); plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, with respect to the 2022 & 2024 Indenture, or after the Measurement Date, with respect to the 2025 Indenture, the fair market value of the Investment in such Unrestricted Subsidiary (as determined by the Parent in good faith or if such fair market value exceeds $50.0 million, in writing by an Independent Financial Advisor) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment.

Notwithstanding the foregoing, the Parent may declare or pay any dividend or make any distribution on or in respect of shares of the Parent’s Capital Stock, in each case constituting a Restricted Payment, to holders of such Capital Stock to the extent that Parent believes in good faith that it qualifies as a “real estate investment trust” under Section 856 of the Code (or any successor provision) and that the declaration or payment of a dividend or making of a distribution in such amount is necessary to maintain the Parent’s status as a REIT for any taxable year, with such dividend to be paid or distribution to be made as and when determined by the Parent, whether during or after the end of the relevant taxable year; provided, however, that (I) at the time of, and after giving effect to, any such dividend or distribution, no Event of Default of the type described in clauses (1), (2) (without giving effect to the grace period set forth therein) or (6) under the heading “Events of Default and Remedies” below shall have occurred and be continuing or would occur as a consequence thereof and the Obligations in respect of the Notes shall not otherwise have been accelerated and (II) two consecutive dividends or distributions pursuant to this paragraph shall not be permitted during the pendency of any single Event of Default.

The foregoing provisions will not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of the Indenture;

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(2) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Parent or Capital LLC, or of Subordinated Indebtedness of the Issuers or any Guarantor, in exchange for, or out of the proceeds of the substantially concurrent issuance or sale (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust established by the Parent) of, Equity Interests of the Parent (other than Disqualified Stock) (collectively, the “Refunding Capital Stock”);

(3) the purchase, redemption, defeasance, repurchase or other acquisition or retirement of Subordinated Indebtedness of an Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, new Indebtedness of an Issuer or a Guarantor, as the case may be, which is incurred in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable) of, plus any accrued and unpaid interest on, the Subordinated Indebtedness being so purchased, redeemed, defeased, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so purchased, redeemed, defeased, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Parent held by any future, present or former employee, director or consultant of the Parent or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (with unused amounts in any calendar year being carried over for one additional calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Parent to members of management, directors or consultants of the Parent or any of its Subsidiaries that occurs after the Issue Date, with respect to the 2022 & 2024 Indenture, or after the Measurement Date, with respect to the 2025 Indenture, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the first paragraph of this covenant; plus

(b) the cash proceeds of key man life insurance policies received by the Parent or any of its Restricted Subsidiaries after the Issue Date, with respect to the 2022 & 2024 Indenture, or after the Measurement Date, with respect to the 2025 Indenture; less

(c) the amount of any Restricted Payments made (with respect to the 2025 Indenture, after the

Measurement Date) with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Parent or any Restricted Subsidiary from members of management of the Parent or any of the Parent’s Restricted

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Subsidiaries in connection with a repurchase of Equity Interests of the Parent will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) repurchases of Equity Interests deemed to occur (i) upon exercise of stock options, stock appreciation rights or warrants if such Equity Interests represent a portion of the exercise price of such options, stock appreciation rights or warrants or (ii) for purposes of satisfying any required tax withholding obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee;

(6) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (6) (with respect to the 2025 Indenture, after the Measurement Date) not to exceed $200.0 million;

(7) distributions or payments of Receivables Fees;

(8) any Restricted Payment used to fund the Transactions;

(9) the repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”; provided that prior to any such repurchase, redemption, defeasance or other acquisition or retirement for value, all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(10) the repurchase, redemption or other acquisition for value of Equity Interests of the Parent deemed to occur in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Parent or its Subsidiaries, in each case, permitted under the Indenture;

(11) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Parent or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(12) the Purging Distributions so long as the Parent is pursuing the REIT Election in good faith; provided that the aggregate amount of the Purging Distributions to be paid in cash in reliance on this clause (12) (with respect to the 2025 Indenture, after the Measurement Date) shall not exceed 20% of the aggregate value of all Purging Distributions;

(13) for any taxable period in which the taxable income of the Parent and/or any of its Subsidiaries is included in a consolidated, combined or similar income tax group of which a direct or indirect parent of the Parent is the common parent (a “Tax Group”), an amount not to exceed the tax liabilities that the Parent and the applicable Subsidiaries, in the aggregate, would have been required to pay in respect of such taxable income if such entities were a standalone group of corporations separate from such Tax Group (it being understood and agreed that, if Parent or any Subsidiary pays any portion of such tax liabilities directly to any taxing authority, a Restricted Payment in duplication of such amount shall not be permitted to be made pursuant to this clause (13)), provided, that, from and after the execution of the tax matters agreement referred to in the Offering Memorandum under the caption “Certain Relationships and Related Party Transactions,” and while such tax matters agreement remains in effect, payments in respect of any taxes pursuant to this clause (13) shall not exceed the amounts required to be paid in respect of such taxes pursuant to such tax matters agreement;

(14) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Parent or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiaries issued or incurred in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

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(15) payments of cash, or dividends, distributions or advances by the Parent or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(16) mandatory redemptions or repurchases of Disqualified Stock the issuance of which itself constituted a Restricted Payment or Permitted Investment otherwise permissible hereunder; and

(17) the purchase, repurchase or other acquisition of Subordinated Indebtedness in an amount not to exceed $25.0 million;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (6), (8) (except to the extent made with the proceeds of the IPO) or (11), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided further that, at the time of, and after giving effect to, any Restricted Payment permitted under clause (12) (except to the extent made with the proceeds of the IPO), no Event of Default described under clause (1), (2) (without giving effect to the grace period set forth therein) or (6) of the first paragraph under “Events of Default and Remedies” shall have occurred and be continuing or would occur as a consequence thereof, and the Obligations in respect of the Notes shall not otherwise have been accelerated.

As of the date hereof, all of the Parent’s Subsidiaries are Restricted Subsidiaries. The Parent will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Parent and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be an Investment in an amount determined as set forth in the definition of “Investment.” Such designation will be permitted only if an Investment in such amount would be permitted at such time, whether as a Restricted Payment or a Permitted Investment, and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Parent will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Parent may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 6.5 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance, more than an aggregate of $300.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries is outstanding pursuant to this paragraph and clause (17) of the next succeeding paragraph.

The foregoing limitations will not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Parent or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and

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bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided, however, that immediately after giving effect to any such incurrence, the then outstanding aggregate principal amount of all Indebtedness under this clause (1) does not exceed at any one time $2,000.0 million;

(2) the incurrence by the Issuers and any Guarantor of Indebtedness represented by (a) the Notes (including any Guarantee) (other than any Additional Notes) and (b) any exchange notes and any related guarantees to be issued pursuant to a registered exchange offer in accordance with the Registration Rights Agreement in exchange for the Notes or Additional Notes, if any, issued in compliance with the Indenture;

(3) Indebtedness of the Parent and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4) Indebtedness (including Capitalized Lease Obligations and Attributable Debt), Disqualified Stock and Preferred Stock incurred or issued by the Parent or any of its Restricted Subsidiaries to finance the purchase, lease, construction or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Indebtedness incurred to refinance any such Indebtedness, in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock (with respect to the 2025 Indenture, incurred or issued after the Measurement Date) then outstanding under this clause (4) does not exceed the greater of (x) $300 million and (y) 10.0% of Total Assets determined at the time of incurrence;

(5) Indebtedness incurred by the Parent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits, property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;

(6) Indebtedness arising from agreements of the Parent or its Restricted Subsidiaries providing for indemnification, holdback, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(7) Indebtedness of the Parent to a Restricted Subsidiary or a Restricted Subsidiary to the Parent or another Restricted Subsidiary; provided that any such Indebtedness (other than such as may arise from ordinary course intercompany cash management obligations) owing by an Issuer or a Guarantor to a Non-Guarantor Subsidiary (other than the Issuers) is expressly subordinated in right of payment to the Notes or the applicable Guarantee, as applicable; and provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Parent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a Restricted Subsidiary issued to the Parent or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in such Preferred Stock being beneficially owned by a Person other than the Parent or any Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Parent or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

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(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk, commodity pricing risk or any combination thereof;

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Parent or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(11) Indebtedness or Disqualified Stock of the Parent and Indebtedness, Disqualified Stock or Preferred Stock of any Issuer or Subsidiary Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the outstanding principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11) (with respect to the 2025 Indenture, after the Measurement Date), does not at any one time outstanding exceed the greater of (x) $275.0 million and (y) 8.5% of Total Assets determined at the time of incurrence;

(12) the incurrence by the Parent or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance:

(a) any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under the first paragraph of this covenant and clauses (2) and (3) above and clause (13) below, or

(b) any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so refund or refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) above,

including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), accrued interest, defeasance costs and reasonable fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”); provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu, as the case may be, to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Parent or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (A) of this clause (12) will not apply to any refunding or refinancing of Indebtedness under the Senior Credit Facilities;

(13) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Parent or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Parent or any Restricted Subsidiary or

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merged into or consolidated with the Parent or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that after giving effect to such acquisition, merger or consolidation, either:

(a) the Parent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of this covenant, or

(b) the Consolidated Leverage Ratio is less than or equal to the Consolidated Leverage Ratio immediately prior to such acquisition, merger or consolidation;

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business, provided that such Indebtedness is extinguished within ten (10) Business Days of notice of its incurrence;

(15) Indebtedness of the Parent or any of its Restricted Subsidiaries supported by a letter of credit or bank guarantee issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(16) (a) any guarantee by the Parent or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Parent; provided that such guarantee is incurred in accordance with the covenant described below under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

(17) Indebtedness of Non-Guarantor Subsidiaries in an aggregate principal amount, which when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (17) and the first paragraph of this covenant (with respect to the 2025 Indenture, after the Measurement Date), does not exceed $300.0 million at any one time outstanding;

(18) Indebtedness of the Parent or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(19) Indebtedness of the Parent or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business;

(20) the issuance of Equity Interests (other than Disqualified Stock) in Capital LLC in connection with “UPREIT” acquisitions that do not constitute a Change of Control; and

(21) Indebtedness consisting of Indebtedness issued by the Parent or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Parent to the extent described in clause (4) of the third paragraph under the caption “Limitation on Restricted Payments.”

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) above or is entitled to be incurred pursuant to the first paragraph of this section under the caption “Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, the Parent, in its sole discretion, will divide and/or classify on the date of incurrence and may later redivide and/or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be

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required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or such paragraph; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph and will not later be reclassified.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional indebtedness with the same terms, the payment of dividends in the form of additional shares of Disqualified Stock or Preferred Stock, as applicable, of the same class, and accretion of original issue discount or liquidation preference will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever is lower), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. For the avoidance of doubt and notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

The Indentures provide that the Parent will not, and will not permit any Issuer or any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Parent, such Issuer or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Parent, such Issuer or such Subsidiary Guarantor, as the case may be.

The Indentures will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral.

Liens

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Parent or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured.

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The foregoing shall not apply to (a) Liens securing the Notes and the related Guarantees, (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indentures to be incurred pursuant to clause (1) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”, and (c) Liens securing Pari Passu Indebtedness permitted to be incurred pursuant to the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided, that at the time of any incurrence of such Pari Passu Indebtedness and after giving pro forma effect thereto (in a manner consistent with the calculation of the Consolidated Leverage Ratio) under this clause (c), the Consolidated Secured Leverage Ratio shall not be greater than 3.50 to 1.00.

Any Lien created for the benefit of the Holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of the applicable Lien described in clauses (1) and (2) above.

Merger, Consolidation or Sale of All or Substantially All Assets

Neither the Parent nor Capital LLC may consolidate or merge with or into or wind up into (whether or not such Person is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

(1) the Parent or Capital LLC, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Parent or Capital LLC) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership (including a limited partnership), trust or limited liability company organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided, in the case of Capital LLC, that if such Person is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws;

(2) the Successor Company, if other than the Parent or Capital LLC, expressly assumes all the obligations of the Parent or Capital LLC, as applicable, under the Indenture, the Registration Rights Agreement and the Notes or the Parent’s Guarantee, as applicable pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company or the Parent, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(b) the Consolidated Leverage Ratio for the Successor Company or the Parent, as applicable, and its Restricted Subsidiaries would be less than or equal to such ratio for the Parent and its Restricted Subsidiaries immediately prior to such transaction;

(5) if the Parent or Capital LLC is not the Successor Company, each Guarantor (except each Guarantor that is not a Subsidiary of Capital LLC in the event of a sale of Capital LLC by Parent to a Successor Company), unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indentures and the Notes; and

(6) the Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

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The Successor Company will succeed to, and be substituted for, the Parent or Capital LLC, as applicable, under the Indenture, the Registration Rights Agreement, the Guarantees and the Notes or the Parent’s Guarantee, as applicable, and except in the case of a lease, the Parent or Capital LLC, as applicable, will automatically be released and discharged from its obligations under the Indentures and the Notes. Notwithstanding the foregoing clauses (3) and (4):

(1) any Restricted Subsidiary (other than the Issuers) may consolidate with, merge into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Parent or any Restricted Subsidiary (other than Finance Corp.); and

(2) the Parent or Capital LLC may merge with an Affiliate of the Parent solely for the purpose of reorganizing the Parent or Capital LLC in a state or commonwealth of the United States, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Parent and its Restricted Subsidiaries is not increased thereby.

Finance Corp. may not consolidate or merge with or into or wind up into (whether or not Finance Corp. is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(1) Finance Corp. is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than Finance Corp.) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Restricted Subsidiary of the Parent and a corporation organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the “Successor”);

(2) the Successor, if other than Finance Corp., expressly assumes all the obligations of Finance Corp. under the Indenture, the Registration Rights Agreement and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists (including that the Successor shall be in compliance with the covenant described below under “—Certain Covenants—Restrictions on Activities of Finance Corp.”);

(4) if Finance Corp. is not the Successor, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indentures and the Notes; and

(5) the Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indenture(s) comply with the Indenture.

The Successor will succeed to, and be substituted for, Finance Corp. under the Indenture, the Registration Rights Agreement and the Notes, and, except in the case of a lease, Finance Corp. will automatically be released and discharged from its obligations under the Indentures and the Notes. Notwithstanding the foregoing clause (3), Finance Corp. may consolidate with or merge into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to Capital LLC provided that Capital LLC is, at such time, a corporation.

Subject to certain limitations described in the Indentures governing release of a Guarantee by a Subsidiary Guarantor, no Subsidiary Guarantor will, and the Parent will not permit any such Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)(a) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment,

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transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, as the case may be, or the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Subsidiary Guarantor or another Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Indenture, the Registration Rights Agreement, and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(c) immediately after such transaction, no Default exists; and

(d) if such Subsidiary Guarantor or another Subsidiary Guarantor is not the Successor Person, the Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(2) the disposition is considered an Asset Sale and complies with the covenant described under “Repurchase at the Option of the Holders—Asset Sales.”

In the case of clause (1) above, the Successor Person will succeed to, and be substituted for, such Subsidiary Guarantor under the applicable Indenture and such Subsidiary Guarantor’s Guarantee and, except in the case of a lease, such Subsidiary Guarantor will automatically be released and discharged from its obligations under the applicable Indenture and such Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company.

Transactions with Affiliates

The Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Parent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(2) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million is approved by the majority of the Board of Directors of the Parent; and

(3) the Parent delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $75.0 million, an opinion as to the fairness to the Parent or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Parent and any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of, or in connection with, such transaction, so long as neither such entity nor the selling entity was an Affiliate of Parent or any Restricted Subsidiary prior to such transaction);

(2) Restricted Payments permitted by the provisions of the Indentures described above under the covenant “—Limitation on Restricted Payments” and Permitted Investments;

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(3) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements and agreements provided on behalf of, or entered into with, officers, directors, employees or consultants of the Parent or any of its Restricted Subsidiaries;

(4) any agreement as in effect as of the Issue Date and, if described in the Offering Memorandum, any agreement or arrangement entered into in connection with the IPO or the Separation, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date, or as described in the Offering Memorandum, as applicable, as determined in good faith by the Parent) and any transaction contemplated thereby as determined in good faith by the Parent;

(5) the Transactions, in each case as disclosed in the Offering Memorandum, and the payment of all fees and expenses related to the Transactions;

(6) transactions with customers (including leases or other arrangements for the use of advertising space), clients, suppliers, or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the applicable Indenture which are fair to the Parent and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Parent or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(7) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Parent;

(8) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(9) payments or loans (or cancellation of loans) to employees, directors or consultants of the Parent or any of its Restricted Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements with such employees, directors or consultants which, in each case, are approved by the Parent in good faith;

(10) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business;

(11) transactions in which the Parent or any Restricted Subsidiary, as the case may be, delivered to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph;

(12) the issuances of securities or other payments, loans (or cancellation of loans) awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Parent in good faith;

(13) any contribution to the capital of the Parent (other than in consideration of Disqualified Stock); and

(14) the provision to Unrestricted Subsidiaries of cash management, accounting and other overhead services in the ordinary course of business undertaken in good faith and not for the purpose of circumventing any covenant set forth in the Indenture.

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Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (a) pay dividends or make any other distributions to the Parent or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to the Parent or any of its Restricted Subsidiaries;

(2) make loans or advances to the Parent or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Parent or any of its Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions (i) in effect on the Issue Date or (ii) pursuant to the Senior Credit Facilities and the related documentation and related Hedging Obligations;

(b) (i) the Indenture, the Notes and the Guarantees (and any exchange notes and related guarantees) and (ii) any agreement governing Indebtedness permitted to be incurred pursuant to the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided, that the provisions relating to restrictions of the type described in clauses (1) through (3) above contained in such agreement, taken as a whole, are not materially more restrictive than the provisions contained in the Senior Credit Facilities, or in the Indenture, in each case as in effect when initially executed;

(c) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (3) above on the property so acquired or leased;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Parent or any of its Restricted Subsidiaries in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Parent, that impose restrictions solely on the assets to be sold;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(j) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture;

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(k) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Parent, are necessary or advisable to effect such Receivables Facility; provided that such restrictions apply only to the applicable Receivables Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

The Parent will not permit any Restricted Subsidiary that is not a Guarantor to guarantee the payment of any Indebtedness of the Parent, any Issuer or any Subsidiary Guarantor unless:

(1) within 20 days executes and delivers a supplemental indenture to the applicable Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of any Issuer or any Guarantor:

(a) if the Notes or such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or such Guarantor’s Guarantee is subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and

(2) the Parent shall within 20 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 20 day periods described above.

Limitations on Sale and Leaseback Transactions

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale and Leaseback Transaction; provided, that the Parent or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

(1) the Parent or such Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction under the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and (b) incurred a Lien to secure such Indebtedness without equally and ratably securing the Notes pursuant to the covenant described above under the caption “—Liens;”

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(2) the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Parent or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Business Activities

The Parent will not, and will not permit any Restricted Subsidiary to, engage in any business other than Similar Businesses, except as would not be material to the Parent and its Restricted Subsidiaries, taken as a whole.

Payments for Consent

The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the applicable Indenture or the Notes unless such consideration is offered to be paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports and Other Information

Notwithstanding that the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indentures require the Issuers to file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s EDGAR system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,

(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and

(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers will post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act.

In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Capital LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Capital LLC is not engaged in any

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business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Capital LLC or (ii) such parent entity of Capital LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Capital LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by the covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers.

In addition, to the extent not satisfied by the foregoing, the Issuers will agree that, for so long as any Notes are outstanding, they will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Restrictions on Activities of Finance Corp.

Finance Corp. will not hold any material assets, become liable for any material obligations or engage in any significant business activities or operations; provided that Finance Corp. may issue Equity Interests to the Parent, Capital LLC or any of the Restricted Subsidiaries and may be a co-obligor or Guarantor with respect to Indebtedness that is permitted to be incurred under the covenant described in “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” if Capital LLC is an obligor on such Indebtedness and the net proceeds of such Indebtedness are received by Capital LLC or one or more Guarantors, and may engage in activities related thereto or necessary in connection therewith. Finance Corp. may not be designated as an Unrestricted Subsidiary.

Events of Default and Remedies

The Indentures provide that each of the following is an “Event of Default” with respect to a particular series of Notes:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on such series of Notes;

(2) default for 30 days or more in the payment when due of interest on or with respect to such series of Notes;

(3) failure by the Parent or any Restricted Subsidiary for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of such series of Notes then outstanding to comply with any of its other obligations, covenants or agreements (other than a default referred to in clause (1) or (2) above) contained in the applicable Indenture or such series of Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Parent or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Parent or any of its Restricted Subsidiaries, other than Indebtedness owed to the Parent or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more;

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(5) failure by the Parent or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is not covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to the Parent, any Issuer or any Significant Subsidiary; or

(7) the Guarantee of the Parent or any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of the Parent or such Subsidiary Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, in each case other than by reason of the termination of the applicable Indenture or the release of any such Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing with respect to a particular series of Notes, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes of such series, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes of such series, to be due and payable immediately.

Upon the effectiveness of such declaration, such principal and interest with respect to such series of Notes will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice.

The Indentures provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes.

The Indentures provide that the Holders of a majority in aggregate principal amount of the then outstanding Notes of a series by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default and its consequences under the applicable Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note of such series held by a non-consenting Holder and rescind any acceleration and its consequences with respect to the Notes (except if such recession would conflict with any judgment of a court of competent jurisdiction). In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Subject to the provisions of the applicable Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the applicable Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or

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expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the applicable Indenture or the applicable series of Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing with respect to such series of Notes;

(2) Holders of at least 25% in principal amount of the total outstanding Notes of such series have requested the Trustee to pursue the remedy;

(3) Holders of such series of Notes have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount at maturity of the total outstanding Notes of such series have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the applicable Indenture the Holders of a majority in principal amount of the total outstanding Notes of the applicable series are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the applicable Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note of the applicable series or that would involve the Trustee in personal liability.

The Indentures provide that the Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, within ten Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, member or stockholder of the Issuers or any Guarantor shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or the applicable Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The obligations of the Issuers and the Guarantors under the Indenture with respect to a series of Notes will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes of such series issued under the Indenture. The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to a series of Notes and have the Issuers’ and each Guarantor’s obligation discharged with respect to its related Guarantee (“Legal Defeasance”) and cure all then existing Events of Default with respect to such series of Notes except for:

(1) the rights of Holders of Notes of such series to receive payments in respect of the principal of, premium, if any, and interest on such series of Notes when such payments are due solely out of the trust created pursuant to the Indenture;

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(2) the Issuers’ obligations with respect to such series of Notes concerning issuing temporary Notes of such series, registration of such Notes, mutilated, destroyed, lost or stolen Notes of such series and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants in an Indenture with respect to a series of Notes issued under such Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to such series of Notes. In the event Covenant Defeasance occurs with respect to a series of Notes, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Parent or either Issuer) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to such series of Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to a series of Notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series of Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount of, premium, if any, and interest due on such series of Notes on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, or interest on such series of Notes and the Issuers must specify whether such series of Notes is being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of such series of Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of such series of Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of such series of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit with respect to such series of Notes;

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(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which, the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (other than that resulting from borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and

(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Indentures provide that the applicable Indenture will be discharged and will cease to be of further effect as to a series of Notes, when either:

(1) all Notes of such series theretofore authenticated and delivered, except lost, stolen or destroyed Notes of such series which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (a) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) the Issuers have paid or caused to be paid all sums payable by them under such Indenture; and

(c) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such series of Notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, an Indenture, any Guarantee and the Notes of any series may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of such series of Notes then outstanding, other than Notes of such series beneficially owned by any Issuer or its Affiliates (including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes of such series), and any existing Default or compliance with any provision of an Indenture or the series of Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of such series, other than Notes of such series beneficially owned by any Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

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The Indentures provide that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any series of Notes held by a non-consenting Holder:

(1) reduce the principal amount of Notes of such series whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal amount of or change the fixed final maturity of any Note of such series or alter or waive the provisions with respect to the redemption of such series of Notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Note of such series;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes of such series, except a rescission of acceleration of the Notes of such series by the Holders of at least a majority in aggregate principal amount of such series of Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the applicable Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note of such series payable in money other than that stated therein;

(6) make any change in the provisions of the applicable Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes of such series;

(7) make any change in these amendment and waiver provisions as it relates to the Notes of such series;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes of such series on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes of such series;

(9) make any change to or modify the ranking of the Notes of such series that would adversely affect the Holders; or

(10) except as expressly permitted by such Indenture, modify the terms of the Guarantees of the Parent or any Significant Subsidiary in any manner adverse to the Holders of the Notes of such series.

Notwithstanding the foregoing, the Issuers, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement an Indenture and any Guarantee or the Notes without the consent of any Holder;

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes of such series;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide the assumption of any Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under such Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Parent, any Issuer or any Subsidiary Guarantor;

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(7) to comply with requirements of the SEC in order to effect or maintain the qualification of such Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under such Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under such Indenture, or to secure the Obligations thereunder;

(11) to conform the text of such Indenture, the Guarantees or the Notes to any provision of this “Description of Notes”, as described in an Officer’s Certificate; or

(12) to make any amendment to the provisions of such Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with such Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

The consent of the Holders is not necessary under the applicable Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

The Indentures contain certain limitations on the rights of the Trustee thereunder, should it become a creditor of either Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Indentures provide that the Holders of a majority in principal amount of the outstanding Notes of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indentures provide that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under either Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing law

The Indenture, the Notes and any Guarantee will be governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person

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consolidated with the Parent and its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition Transactions” means, collectively, (i) the acquisition by the Parent, pursuant to a definitive membership interest purchase agreement, dated as of July 20, 2014, among the Parent, Van Wagner, Van Wagner Twelve Holdings, LLC and Richard M. Schaps, of certain outdoor advertising businesses operated by Van Wagner and certain other entities, as such agreement may be amended from time to time in accordance with its terms, (ii) the financing transactions relating thereto, including the offering of Original Notes and the use of proceeds therefrom and (iii) the payment of related fees and expenses.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means:

(1) with respect to any Note on any Redemption Date, the greater of:

(a) 1.0% of the principal amount of such Note on such Redemption Date; and

(b) (i) with respect to any 2022 Note, the excess, if any, of (x) the present value at such Redemption Date of (A) the redemption price of such Note at February 15, 2017 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption—Optional Redemption of the 2022 Notes”), plus (B) all required interest payments due on such Note through February 15, 2017 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the applicable Treasury Rate as of such Redemption Date plus 50 basis points; over (y) the principal amount of such Note; and

(ii) with respect to any 2025 Note, the excess, if any, of (x) the present value at such Redemption Date of (A) the redemption price of such Note at September 15, 2019 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption—Optional Redemption of the 2025 Notes”), plus (B) all required interest payments due on such Note through September 15, 2019 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the applicable Treasury Rate as of such Redemption Date plus 50 basis points; over (y) the principal amount of such Note.

The Parent shall determine the Applicable Premium.

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“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Parent or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of cash, Cash Equivalents or Investment Grade Securities or damaged, obsolete or worn out equipment or other assets, or assets no longer used or useful in the business of the Parent and the Restricted Subsidiaries in the reasonable opinion of the Parent, in each case in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or any lease of advertising space, in each case in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of (1) the Parent or an Issuer in a manner permitted pursuant to the provisions described above under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the applicable Indenture or (2) any Subsidiary Guarantor to the extent that such disposition is made to a Person who either (A) is an Issuer or a Guarantor or (B) becomes a Subsidiary Guarantor pursuant to the provisions described above under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets”;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants—Limitation on Restricted Payments”;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Parent) not to exceed $10.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Parent or by the Parent or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets or dispositions of assets required by law, governmental regulation or any order of any court, administrative agency or regulatory body;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(k) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business (other than exclusive, world-wide licenses that are longer than three years);

(l) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

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(m) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Parent are not material to the conduct of the business of the Parent and its Restricted Subsidiaries taken as a whole;

(n) the granting of Liens not prohibited by the Indenture;

(p) an issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans, stock subscription or shareholder agreements, stock ownership plans and other similar plans, polices, contracts or arrangements established in the ordinary course of business or approved by Parent in good faith;

(q) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(r) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(s) any financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property built or acquired by Parent or any of its Restricted Subsidiaries after the Issue Date;

(t) dispositions of limited partnership or equivalent Equity Interests of Capital LLC for consideration at the time of any such disposition at least equal to the fair market value (as determined in good faith by the Parent) of the interests disposed of in connection with “UPREIT” acquisitions that do not constitute a Change of Control; and

(u) dispositions of Investments in joint ventures and, to the extent any joint venture constitutes a Restricted Subsidiary, the property of such joint venture, so long as the aggregate fair market value (determined, with respect to each such disposition, as of the time of such disposition) of all such dispositions (with respect to the 2025 Indenture, made after the Measurement Date) does not exceed $10.0 million.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Business Day” means each day which is not a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

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“Cash Equivalents” means:

(1) United States dollars;

(2) (a) euro, or any national currency of any member state of the European Union; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and dollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA—(or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

(10) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (9) above;

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“CBS Corporation” means CBS Corporation, a Delaware corporation.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Parent and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;

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(2) the Parent becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision), other than a Permitted Holder, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Parent (directly or through the acquisition of voting power of Voting Stock of any direct or indirect parent company of the Parent);

(3) during any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors of the Parent (together with any new members thereof whose election by such Board of Directors or whose nomination for election by holders of Capital Stock of the Parent was approved by a vote of a majority of the members of such Board of Directors then still in office who were either members thereof at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such board of directors then in office;

(4) the approval of any plan or proposal for the winding up or liquidation of the Parent or Capital LLC; or

(5) the Parent ceases to (i) at any time that Capital LLC is a limited liability company or partnership, either be the sole general partner or managing member of, or wholly own and control the sole general partner or managing member of, Capital LLC, in each case to the extent applicable or (ii) beneficially own, directly or indirectly, greater than 50% of the total voting power of the Equity Interests of Capital LLC.

For purposes of this definition, any direct or indirect holding company of the Parent shall not itself be considered a “Person” or “group” for purposes of clause (2) above; provided that no “Person” or “group” beneficially owns, directly or indirectly, 50% or more of the total voting power of the Voting Stock of such holding company.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Rating Decline.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total amount of Indebtedness of the Parent and its Restricted Subsidiaries, excluding Indebtedness in respect of letters of credit and bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), except to the extent of unreimbursed amounts drawn thereunder, and Indebtedness in respect of Hedging Obligations not yet due and owing, plus (2) the greater of the aggregate liquidation value and maximum fixed repurchase price without regard to any change of control or redemption premiums of all Disqualified Stock of the Issuers and the Guarantors and all Preferred Stock of the Restricted Subsidiaries, in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances,

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(c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, (e) imputed interest with respect to Attributable Debt and (f) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) additional interest paid in respect of the Notes to the extent that the Issuers are no longer required to pay additional interest in respect thereof, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued; plus

(3) whether or not treated as interest expense in accordance with GAAP, all cash dividends or other distributions accrued (excluding dividends payable solely in Equity Interests (other than Disqualified Stock) of the Parent) on any series of Disqualified Stock or any series of Preferred Stock during such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of:

(1) the Consolidated Indebtedness of the Parent and its Restricted Subsidiaries on such date, to

(2) EBITDA of the Parent and its Restricted Subsidiaries for the most recently ended four full fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that the Parent or any of its Restricted Subsidiaries (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred on the last day of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations and consolidations (as determined in accordance with GAAP), in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company, a segment, an operating division or unit or line of business that the Parent or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP (except as set forth in the last sentence of the following paragraph) assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations and consolidations had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation and consolidation, in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company, a segment, an operating division or unit or line of business that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger and consolidation had occurred at the beginning of the applicable four-quarter period.

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For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Parent as set forth in an Officer’s Certificate, to reflect reasonably identifiable and factually supportable operating expense reductions and other operating improvements or synergies reasonably expected to result from any action taken or expected to be taken within 12 months after the date of any acquisition, amalgamation or merger; provided, that no such amounts shall be included pursuant to this paragraph to the extent duplicative of any amounts that are otherwise added back in computing EBITDA with respect to such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication:

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including expenses relating to (a) severance and relocation costs, (b) any rebranding or corporate name change or (c) uninsured storm or other weather-related damage in excess of $5.0 million for any single weather event) shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Parent, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Parent shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Parent or a Restricted Subsidiary in respect of such period,

(6) the Net Income for such period of any Restricted Subsidiary that is not a Guarantor shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Parent will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Parent or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded, and

(8) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such

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transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded.

“Consolidated Secured Leverage Ratio”, as of any date of determination, means the ratio of (1) Consolidated Indebtedness of the Parent and its Restricted Subsidiaries that is secured by a Lien as of such date, to (2) EBITDA of the Parent and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statement are available immediately preceding such date, in each case with such pro forma adjustments to Consolidated Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Leverage Ratio.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Credit Facilities” means, with respect to the Parent or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities, receivables financing or indentures) providing for revolving credit loans, term loans, letters of credit, bankers’ acceptances or other Indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value (as determined in good faith by the Parent) of non-cash consideration received by the Parent or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or conversion of or collection on such Designated Non-cash Consideration.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or

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upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or any plan for the benefit of employees of the Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of any such employee’s termination, death or disability; provided, further, however, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Domestic Subsidiary” means any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital gains, including, without limitation, federal, state, non-U.S. franchise, excise, value added and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and interest relating to such taxes or arising from any tax examinations, deducted (and not added back) in computing Consolidated Net Income; plus

(b) Consolidated Interest Expense of such Person for such period; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any fees, expenses or charges related to the IPO, any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by the applicable Indenture (including a refinancing thereof) (whether or not successful), including such fees, expenses or charges related to the offering of the Notes and the Senior Credit Facilities and the other Transactions; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions, mergers or consolidations after the Issue Date, with respect to the 2022 & 2024 Indenture, or after the Measurement Date, with respect to the 2025 Indenture; plus

(f) any other non-cash charges, including any write offs or write downs and non-cash compensation expenses recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

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(h) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(i) any costs or expense incurred by the Parent or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Parent or net cash proceeds of an issuance of Equity Interest of the Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants—Limitation on Restricted Payments”; plus

(j) the amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by the Parent in good faith to be reasonably anticipated to be realizable within 12 months of the date of any Investment, acquisition, disposition, merger, consolidation or other action being given pro forma effect (which will be added to EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) all steps have been taken for realizing such cost savings, (y) such cost savings are reasonably identifiable and factually supportable (in the good faith determination of the Parent) and (z) the aggregate amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies added back pursuant to this clause (j) in any period of four consecutive fiscal quarters shall not exceed 10% of EBITDA (prior to giving effect to such addbacks);

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period; and

(3) increased or decreased by (without duplication):

(a) any net loss or gain resulting in such period from Hedging Obligations and the application of Financial Accounting Codification No. 815-Derivatives and Hedging; plus or minus, as applicable,

(b) any net loss or gain resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public sale of common stock or Preferred Stock of the Parent (excluding Disqualified Stock), other than:

(1) the IPO;

(2) public offerings with respect to any of the Parent’s common stock registered on Form S-4 or Form S-8;

(3) issuances to any Subsidiary of the Parent; and

(4) Refunding Capital Stock.

“euro” means the single currency of participating member states of the EMU.

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“Event of Default” has the meaning set forth under “Events of Default and Remedies.”

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date, with respect to the 2022 & 2024 Indenture, or on the Measurement Date, with respect to the 2025 Indenture.

“Government Securities” means securities that are:

(1) direct obligations of, or obligations guaranteed by, the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under the Notes and the Indenture.

“Guarantor” means each Subsidiary Guarantor and the Parent so long as it Guarantees the Notes in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

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(c) representing the balance deferred and unpaid of the purchase price of any property, except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances (or reimbursement agreements in respect thereof) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) all Attributable Debt and all Capitalized Lease Obligations;

(3) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on Indebtedness of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(4) to the extent not otherwise included, Indebtedness of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries), whether or not such Indebtedness is assumed by such first Person; provided, for purposes hereof the amount of such Indebtedness shall be the lesser of the Indebtedness so secured and the fair market value of the assets of the first person securing such Indebtedness;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) deferred or prepaid revenues, or (c) obligations under or in respect of Receivables Facilities.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Parent, qualified to perform the task for which it has been engaged.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency, and in each such case with a “stable” or better outlook.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Parent and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

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“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, deposits, advances to customers and suppliers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants—Limitation on Restricted Payments”:

(1) “Investments” shall include the portion (proportionate to the Parent’s direct or indirect equity interest in such Subsidiary) of the fair market value (as determined in good faith by the Parent) of the net assets of a Subsidiary of the Parent at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Parent’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Parent’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, as determined in good faith by the Parent.

The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by Parent or a Restricted Subsidiary in respect of such Investment.

“IPO” means the underwritten initial public offering of common stock of the Parent pursuant to the registration statement on Form S-11 initially filed by Parent with the SEC on June 27, 2013, as amended from time to time.

“Issue Date” means (i) in the case of the 2022 Notes, 2024 Notes and the 2022 & 2024 Indenture, January 31, 2014 and (ii) in the case of the 2025 Notes and the 2025 Indenture, October 1, 2014.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or similar agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Measurement Date” means January 31, 2014.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

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“Net Proceeds” means the aggregate cash proceeds and the fair market value of any Cash Equivalents received by the Parent or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction, any costs associated with unwinding any related Hedging Obligations in connection with such transaction and any deduction of appropriate amounts to be provided by the Parent or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Parent or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Guarantor (other than the Issuers).

“Obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated January 16, 2014, relating to the sale of the 2022 Original Notes and the 2024 Original Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, Assistant Treasurer, the Secretary or the Assistant Secretaries of the Parent or an Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Parent or an Issuer, as the case may be, by an Officer of the Parent or an Issuer, as applicable, who must be the principal executive officer, the principal financial officer, the principal accounting officer or Secretary of the Parent or an Issuer, as applicable, that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Parent, an Issuer or the Trustee.

“Parent” has the meaning set forth in the first paragraph under “General”; provided that when used in the context of determining the fair market value of an asset or liability under the Indenture, “Parent” will mean the Board of Directors of the Parent (or a duly appointed committee thereof) when the fair market value is equal to or in excess of $25.0 million.

“Pari Passu Indebtedness” means indebtedness of an Issuer or a Guarantor that ranks equally in right of payment with the Notes or such Guarantor’s Guarantee, as applicable.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Parent or any of its

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Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the Option of Holders—Asset Sales” covenant.

“Permitted Holder” means (i) CBS Corporation and any of its controlled Affiliates and (ii) Sumner M. Redstone, National Amusements, Inc. or any controlled Affiliate thereof, in each case from the Issue Date until such time as such Person beneficially owns less than 50% of the total voting power of the Voting Stock of the Parent (it being understood that if any such Person subsequently acquires 50% or more of the total voting power of the Voting Stock of the Parent it shall not, at such time, constitute a “Permitted Holder”).

“Permitted Investments” means:

(1) any Investment in the Parent or any of its Restricted Subsidiaries;

(2) any Investment in cash, Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Parent or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may only be increased as required by the terms of such Investment as in existence on the Issue Date;

(6) any Investment acquired by the Parent or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Parent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable;

(b) as a result of a foreclosure by the Parent or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or

(c) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates of the Parent;

(7) Hedging Obligations permitted under clause (9) of the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Parent; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain Covenants—Limitation on Restricted Payments”;

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(9) guarantees of Indebtedness permitted under the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (6), (8), (9) and (11) of such paragraph);

(11) Investments consisting of (x) purchases and acquisitions of inventory, supplies, material, services or equipment, or other similar assets or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business or (y) the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(12) additional Investments having an aggregate fair market value (as determined in good faith by the Parent), taken together with all other Investments made pursuant to this clause (12) (with respect to the 2025 Indenture, after the Measurement Date) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $300.0 million and (y) 10.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(13) Investments in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any Person that, in the good faith determination of the Parent are necessary or advisable to effect any Receivables Facility or any repurchases in connection therewith;

(14) advances to, or guarantees of Indebtedness of, officers, directors and employees not in excess of $5.0 million outstanding at any one time, in the aggregate;

(15) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses, payroll expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Parent;

(16) any Investment by the Parent or any of its Restricted Subsidiaries in an Unrestricted Subsidiary or a joint venture engaged in a Similar Business in an aggregate amount, taken together with all other Investments made pursuant to this clause (16) (with respect to the 2025 Indenture, after the Measurement Date) that are at the time outstanding, not to exceed the greater of (x) $300.0 million and (y) 10.0% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(17) any Investment in any Subsidiary or joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; and

(18) endorsements for collection or deposit in the ordinary course of business.

For the avoidance of doubt, an Investment in the form of an acquisition permitted above may be structured as an “UPREIT” acquisition, in which a Restricted Subsidiary would issue limited partnership interests (or other similar Equity Interests), which may then be subsequently repurchased for either common shares of Parent or cash.

“Permitted Liens” means, with respect to any Person:

(1) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related

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obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay, customs or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return of money bonds and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business;

(2) Liens imposed by law or regulation, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance, surety bonds or bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness or other covenants, conditions, restrictions and minor defects or irregularities in title (“Other Encumbrances”), in each case which Liens and Other Encumbrances do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (17) of the second paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that (x) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) extend only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any replacements, additions and accessions thereto and any income or profits thereof, and (y) Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Non-Guarantor Subsidiaries;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Parent or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Parent or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Parent or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; provided, further, however, that the Liens may not extend to any other property owned by the Parent or any of its Restricted Subsidiaries;

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(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Parent or any Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) (a) leases, subleases, licenses or sublicenses (including of real property and intellectual property) granted to others in the ordinary course of business and, (b) with respect to any leasehold interest held by Parent or any of its Subsidiaries, the terms of the leases granting such leasehold interest and the rights of lessors thereunder, in the case of each of (a) and (b) which do not materially interfere with the ordinary conduct of the business of the Parent or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases entered into by the Parent and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of any Issuer or any Guarantor;

(16) Liens on equipment of the Parent or any of its Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) and this (18); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9) and this (18) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, and accrued and unpaid interest related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing Obligations which do not exceed $100.0 million in aggregate principal amount at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

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(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking or other financial institutions arising as a matter of law or pursuant to customary depositary terms encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(26) banker’s liens, Liens that are statutory, common law or contractual rights of set-off and other similar Liens, in each case (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of the Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent or any of its Restricted Subsidiaries in the ordinary course of business;

(27) Liens on assets of Non-Guarantor Subsidiaries securing Indebtedness of such Non-Guarantor Subsidiary;

(28) Liens on the Equity Interests of Unrestricted Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries;

(29) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(30) Liens on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by the Indenture;

(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(32) Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business; and

(33) Liens solely on any cash earnest money deposits made by the Parent or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

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“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Property” means any real property (and all fixtures, improvements, appurtenances and related assets thereof and therein) owned by the Parent or any of its Restricted Subsidiaries or in which the Parent or any of its Restricted Subsidiaries holds a leasehold interest.

“Purging Distributions” means dividends and distributions after Parent ceases to be consolidated with CBS Corporation for U.S. federal income tax purposes, whether in cash or kind, in the amount required (as determined in good faith by Parent) to effect the distribution of Parent’s earnings and profits required by Section 857(a)(2)(B) of the Code in connection with or in anticipation of the REIT Election (including, for the avoidance of doubt, any earnings and profits allocated to Parent in connection with the Separation), and any subsequent “true-up” payments to correct for recalculations of the appropriate amount.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Parent which shall be substituted for Moody’s or S&P or both, as the case may be.

“Rating Category” means (a) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (b) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (c) the equivalent of any such category of S&P or Moody’s used by another Rating Agency selected by the Issuers. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories ((i) + and — for S&P; (ii) 1, 2 and 3 for Moody’s; and (iii) the equivalent gradations for another Rating Agency selected by the Issuers) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, or from BB- to B+, will constitute a decrease of one gradation).

“Rating Date” means the date which is 90 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence of a Change of Control or of the intention by the Issuers to effect a Change of Control.

“Rating Decline” with respect to the Notes shall be deemed to occur if, within 90 days after public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies with respect to a Rating Category), the rating of the Notes by each Rating Agency shall be decreased by one or more gradations to or within a Rating Category (including gradations within Rating Categories as well as between Rating Categories) as compared to the rating of the Notes on the Rating Date.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Parent or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Parent or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

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“REIT Election” means Parent’s election to be, and qualification to be taxed as, a real estate investment trust for U.S. federal income tax purposes.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Parent or a Restricted Subsidiary in exchange for assets transferred by the Parent or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of the Parent (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.” For the avoidance of doubt, each of the Issuers shall constitute a Restricted Subsidiary under the Indenture, and neither Issuer may be designated as an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any direct or indirect arrangement providing for the leasing by the Parent or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred for value by the Parent or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Parent or any of its Restricted Subsidiaries secured by a Lien. For the avoidance of doubt, Attributable Debt will be considered to be secured by the asset that is the subject of the Sale and Leaseback Transaction.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the credit facility under the credit agreement, dated as of January 31, 2014, by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above).

“Separation” means the disposition of all of the Capital Stock of Parent beneficially owned by CBS Corporation as described in the Offering Memorandum under the caption “The Separation.”

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

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“Similar Business” means any business conducted or proposed to be conducted by the Parent and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Subordinated Indebtedness” means:

(1) any Indebtedness of an Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of a Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantor” means each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of the Indenture.

“Total Assets” means total assets of the Parent and its Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Parent and its Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Issue Date, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Leverage Ratio.”

“Transactions” means (a)(i) the issuance and sale of the Notes pursuant to the Offering Memorandum, (ii) the entering into of the Senior Credit Facilities and (iii) the borrowing of the term loan thereunder, (b) the consummation of the IPO, (c) the use, in one or more payments (which may take the form of Restricted Payments), of a portion of the aggregate proceeds from the foregoing by Parent, together with the issuance of Equity Interests of Parent, to acquire from CBS Corporation the entities comprising CBS Corporation’s Outdoor Americas operating segment, such that such entities will be consolidated under Parent as of the Issue Date, with respect to the 2022 & 2024 Indenture, or on January 31, 2014, with respect to the 2025 Indenture, and (d) the Separation, in each case as described in the Offering Memorandum. For purposes of the 2025 Indenture, the term “Transactions” shall also include the Acquisition Transactions. For the avoidance of doubt, the Transactions shall not include the Purging Distributions.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the Redemption Date to February 15, 2017 (in the case of the

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2022 Notes), February 15, 2019 (in the case of the 2024 Notes) or September 15, 2019 (in the case of the 2025 Notes); provided, however, that if the period from the Redemption Date to February 15, 2017 (in the case of the 2022 Notes), February 15, 2019 (in the case of the 2024 Notes) or September 15, 2019 (in the case of the 2025 Notes) is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Parent which at the time of determination is an Unrestricted Subsidiary (as designated by the Parent, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Parent may designate any Subsidiary of the Parent (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding each Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Parent or any Subsidiary of the Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

(1) such designation complies with the covenants described under “Certain Covenants—Limitation on Restricted Payments”; and

(2) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Parent or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”.

The Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(2) the Consolidated Leverage Ratio for the Parent and its Restricted Subsidiaries would be less than or equal to such ratio immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Parent shall be notified by the Parent to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Parent or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors or other governing body of such Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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BOOK-ENTRY; DELIVERY AND FORM

The original notes were sold to qualified institutional buyers in reliance on Rule 144A (the “Rule 144A Notes”), and in offshore transactions in reliance on Regulation S (the “Regulation S Notes”). The original notes were issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

Rule 144A Notes are currently represented by one or more global notes in registered form without interest coupons (collectively, the “Rule 144A Global Notes”), and the Regulation S Notes are currently represented by one or more global notes in registered form without interest coupons (collectively, the “Regulation S Global Notes”). The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as the “Global Notes”. The Global Notes were deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. Beneficial interests in the Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes at any time except in the limited circumstances described below. See “—Exchanges Between Regulation S Notes and Rule 144A Notes”.

The exchange notes issued in exchange for the original notes will be represented by one or more fully registered global notes, without interest coupons and will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant as described below.

Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the global notes will not be entitled to receive physical delivery of exchange notes in certificated form.

Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Neither the Company nor the Trustee takes any responsibility for these operations and procedures and investors are urged to contact the system or their participants directly to discuss these matters.

DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with, a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants.

The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

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DTC has also advised the Company that, pursuant to procedures established by it:

(1) upon deposit of the global notes, DTC will credit the accounts of Participants designated by the initial purchasers with portions of the principal amount of the global notes; and

(2) ownership of these interests in the global notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the global notes).

Investors in the global notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the global notes who are not Participants may hold their interests therein indirectly through organizations which are Participants in such system. All interests in a global note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a global note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the global notes will not have exchange notes registered in their names, will not receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or “holders” thereof under the indentures for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a global note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indentures. Under the terms of the indentures, the Company and the Trustee will treat the Persons in whose names the exchange notes, including the global notes, are registered as the owners of the exchange notes for the purpose of receiving payments and for all other purposes.

Consequently, neither the Company nor the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to, or payments made on account of, beneficial ownership interest in the global notes or for maintaining, supervising or reviewing any of DTC’s records, or any Participant’s or Indirect Participant’s records, relating to the beneficial ownership interests in the global notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of exchange notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the exchange notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures and will be settled in same-day funds.

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DTC has advised the Company that it will take any action permitted to be taken by a Holder of exchange notes only at the direction of one or more Participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the exchange notes, DTC reserves the right to exchange the global notes for legended exchange notes in certificated form and to distribute such exchange notes to its Participants.

Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or the Participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for certificated notes if:

(1) DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes, and DTC fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;

(2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the certificated notes; or

(3) there has occurred and is continuing a Default with respect to the exchange notes.

In addition, beneficial interests in a Global Note may be exchanged for certificated notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the indentures. In all cases, certificated notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

Certificated notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the indentures) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.

Exchanges Between Regulation S Notes and Rule 144A Notes

Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the indentures) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).

Transfers involving exchanges of beneficial interests between the Regulation S Global Notes and the Rule 144A Global Notes will be effected in DTC by means of an instruction originated by the Trustee through the DTC Deposit/Withdraw at Custodian system. Accordingly, in connection with any such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Note or vice versa, as applicable. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest.

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Same Day Settlement and Payment

The Company will make payments in respect of the exchange notes represented by the global notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the global note holder. The Company will make all payments of principal, interest and premium and additional interest, if any, with respect to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The exchange notes represented by the global notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any certificated notes will also be settled in immediately available funds.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

On January 31, 2014, we issued $400,000,000 aggregate principal amount of the 2022 original notes and the 2024 original notes in a transaction exempt from registration under the Securities Act. On October 1, 2014 we issued an additional $150,000,000 aggregate principal amount of the 2022 original notes and the 2025 original notes in a transaction exempt from registration under the Securities Act. Accordingly, the original notes may not be reoffered, resold or otherwise transferred in the United States, unless so registered or unless an exemption from the Securities Act registration requirements is available. Pursuant to registration rights agreements entered into with the initial purchasers of the original notes, we and the Guarantors agreed, for the benefit of holders of the original notes, to use commercially reasonable efforts to file with the SEC one or more exchange offer registration statements (each, an “Exchange Offer Registration Statement”) on the appropriate form under the Securities Act with respect to exchange notes on substantially the same terms as the original notes other than the fact that the offering of such notes has been registered under the Securities Act. Upon the effectiveness of an Exchange Offer Registration Statement, we will offer to the holders of the applicable series of original notes pursuant to the exchange offer who are able to make certain representations the opportunity to exchange their original notes for exchange notes. Any such exchange offer is required to remain open for at least 20 business days.

If:

(1) due to any change in law or applicable SEC interpretation, the Issuers and the Guarantors are not permitted to consummate the exchange offer;

(2) the exchange offer is not consummated within 30 business days of the date of commencement of the exchange offer (the “Exchange Offer Completion Deadline”); or

(3) in certain circumstances, the initial purchasers or any holder of the notes so request;

the Issuers and the Guarantors shall as promptly as reasonably practicable file with the SEC and shall use their commercially reasonable efforts to cause to be declared effective within 180 days after the events enumerated in (1) through (3) above, as applicable (the “Shelf Effectiveness Deadline”) a shelf registration statement to cover resales of the notes by the holders thereof who satisfy certain conditions.

Furthermore, the registration rights agreements with respect to the original notes provide, with respect to each issuance of original notes, that:

(1) the Issuers and the Guarantors will use their commercially reasonable efforts to cause each Exchange Offer Registration Statement to become effective no later than 365 days after the closing of the original offering of such original notes (the “Exchange Offer Effectiveness Deadline”);

(2) the Issuers and the Guarantors will use their commercially reasonable efforts to complete the Exchange Offer no later than the Exchange Offer Completion Deadline; and

(3) if obligated to file the shelf registration statement, the Issuers and the Guarantors will use their commercially reasonable efforts to cause the shelf registration statement to be declared effective by the SEC by the Shelf Effectiveness Deadline.

If:

(1) any registration statement required by the registration rights agreements is not declared effective by the SEC on or prior to, in the case of any required Exchange Offer Registration Statement, the Exchange Offer Effectiveness Deadline, and in the case of any required shelf registration statement, the Shelf Effectiveness Deadline; or

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(2) any Exchange Offer required by the Registration Rights Agreement is not completed prior to the Exchange Offer Completion Deadline; or

(3) any registration statement required by the registration rights agreements has been declared effective but ceases to be effective at any time at which it is required to be effective under the applicable registration rights agreement without being succeeded within one business day by a post-effective amendment to such registration statement that cures such failure and that is itself declared effective on the same business day of its filing (each such event referred to in clauses (1) through (3) above, a “Registration Default”), then the Issuers and the Guarantors will pay Additional Interest (as set forth below) to each holder of “Registrable Securities” (as defined in the applicable registration rights agreement), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the principal amount of such Registrable Securities held by such holder.

The amount of the Additional Interest will increase by an additional 0.25% per annum on the principal amount of such Registrable Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum.

For each original note tendered to us pursuant to the exchange offer, we will issue to the holder of such original note an exchange note of the applicable series of notes having a principal amount equal to that of the surrendered original note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the original note surrendered in exchange therefor, or, if no interest has been paid on such original note, from the date of its original issue.

Under existing SEC interpretations, the exchange notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the exchange notes represents to us in the exchange offer that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not an affiliate of ours, as such terms are interpreted by the SEC; provided, however, that broker-dealers, or Participating Broker-Dealers, receiving exchange notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such exchange notes. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the original notes) with the prospectus contained in the exchange offer registration statement.

Under the registration rights agreements, we are required to allow Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of such exchange notes for 120 days following the effective date of such registration statement (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus).

A holder of original notes (other than certain specified holders) who wishes to exchange such original notes for exchange notes in the exchange offer will be required to represent that any exchange notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes and that it is not an “affiliate” of ours, as defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading

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activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Expiration Date; Extensions; Termination; Amendments

The exchange offer expires on the expiration date. The expiration date is 9:00 a.m., New York City time, on                 , 2014, unless we, in our sole discretion, extend the period during which the exchange offer is open, in which event the expiration date is the latest time and date on which the exchange offer, as so extended by us, expires. We reserve the right to extend the exchange offer with respect to either or both series of notes at any time and from time to time prior to the expiration date by giving written notice to Deutsche Bank Trust Company Americas, as the exchange agent, and by timely public announcement communicated in accordance with applicable law or regulation. During any extension of the exchange offer, all original notes previously tendered pursuant to the exchange offer and not validly withdrawn will remain subject to the exchange offer.

The exchange date will occur promptly after the expiration date. We expressly reserve the right to:

• terminate the exchange offer with respect to either or both series of notes and, not accept for exchange any original notes for any reason, including if any of the events set forth below under “—Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us; and

• amend the terms of the exchange offer in any manner, whether before or after any tender of the original notes.

If any such termination or amendment occurs, we will notify the exchange agent in writing and either will issue a press release or will give written notice to the holders of the original notes as promptly as practicable. Unless we terminate the exchange offer prior to 9:00 a.m., New York City time, on the expiration date, we will exchange the exchange notes for the original notes on the exchange date.

If we waive any material condition to the exchange offer, or amend the exchange offer in any material respect, and if at the time that notice of such waiver or amendment is first published, sent or given to holders of original notes in the manner specified above, the exchange offer is scheduled to expire at any time earlier than the expiration of a period ending on the fifth business day from, and including, the date that such notice is first so published, sent or given, then the exchange offer will be extended until the expiration of such five business day period.

This prospectus and the related letter of transmittal and other relevant materials will be sent by us to record holders of original notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Terms of the Exchange Offer

We are offering, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to exchange, in denominations of $2,000 and multiples of $1,000 in excess thereof, exchange notes for like amounts of original notes of the applicable series of notes. We will accept for exchange any and all original notes that are validly tendered on or before 9:00 a.m., New York City time, on the expiration date. Tenders of the original notes may be withdrawn at any time before 9:00 a.m., New York City time, on the expiration date. The exchange offer is not conditioned upon any minimum principal amount of

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original notes being tendered for exchange. However, the exchange offer is subject to the terms of the applicable registration rights agreement and the satisfaction of the conditions described under “—Conditions of the Exchange Offer.” Original notes may be tendered only in denominations of $2,000 and multiplies of $1,000 in excess thereof. Holders of original notes may tender less than the aggregate principal amount represented by their original notes if they appropriately indicate this fact pursuant to the procedures for book-entry transfer described below.

As of the date of this prospectus, $1.4 billion in aggregate principal amount of the original notes are outstanding, consisting of $550 million of the 2022 notes, $400 million of the 2024 notes and $450 million of the 2025 notes. Solely for reasons of administration, we have fixed the close of business on                 , 2014 as the record date for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. Only a holder of the original notes, or the holder’s legal representative or attorney-in-fact, whose ownership is reflected in the records of Deutsche Bank Trust Company Americas, as registrar, or whose original notes are held of record by the depositary, may participate in the exchange offer. There will be no fixed record date for determining the eligible holders of the original notes who are entitled to participate in the exchange offer. We believe that, as of the date of this prospectus, no holder of notes is our “affiliate,” as defined in Rule 405 under the Securities Act.

We will be deemed to have accepted validly tendered original notes when, as and if we give written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of original notes and for purposes of receiving the exchange notes from us. If any tendered original notes are not accepted for exchange because of an invalid tender or otherwise, certificates for the unaccepted original notes will be returned, without expense, to the tendering holder as promptly as practicable after the expiration date.

Holders of original notes do not have appraisal or dissenters’ rights under applicable law or the indentures as a result of the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations under the Exchange Act, including Rule 14e-1.

Holders who tender their original notes in the exchange offer will not be required to pay brokerage commissions or fees or, provided that the instructions in the letter of transmittal are followed, transfer taxes with respect to the exchange of original notes under the exchange offer. We will pay all charges and expenses, other than transfer taxes in some circumstances, in connection with the exchange offer. See “—Solicitation of Tenders; Expenses” for more information about the costs of the exchange offer.

We do not make any recommendation to holders of original notes as to whether to tender any of their original notes under the exchange offer. In addition, no one has been authorized to make any recommendation. Holders of original notes must make their own decision whether to participate in the exchange offer and, if the holder chooses to participate in the exchange offer, the aggregate principal amount of original notes to tender, after reading carefully this prospectus (including the documents incorporated by reference in this prospectus) and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

How to Tender

The tender to us of original notes by you pursuant to one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the applicable letter of transmittal.

General Procedures. A holder of an original note may tender the same by properly completing a timely confirmation of a book-entry transfer, which we refer to herein as a Book-Entry Confirmation, pursuant to the procedure described below, to the exchange agent on or prior to the expiration date.

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Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender original notes should contact such holder promptly and instruct such holder to tender original notes on such beneficial owner’s behalf. If such beneficial owner wishes to tender such original notes himself, such beneficial owner must either make appropriate arrangements to register ownership of the original notes in such beneficial owner’s name. The transfer of record ownership may take considerable time.

Book-Entry Transfer. The exchange agent will make a request to establish an account with respect to the original notes at DTC, for purposes of the exchange offer within two business days after receipt of this prospectus, and any financial institution that is a participant in DTC’s systems may make book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. By tendering original notes through DTC, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it. The tender of original notes by you pursuant to the procedures set forth in this prospectus will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of original notes and all other documents is at your election and risk. If sent by mail, we recommend that you use registered mail, return receipt requested, obtain proper insurance, and complete the mailing sufficiently in advance of the expiration date to permit delivery to the exchange agent on or before the expiration date.

A tender will be deemed to have been received as of the date when the tendering holder’s timely Book-Entry Confirmation is received by the exchange agent.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of original notes will be determined by us and our determination will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the exchange offer or any defect or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. None of us, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or shall incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the exchange offer (including the letter of transmittal and the instructions thereto) will be final and binding.

Terms and Conditions of the Letter of Transmittal

The letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.

The party tendering original notes for exchange, whom we refer to herein as the Transferor, exchanges, assigns and transfers the original notes to us and irrevocably constitutes and appoints the exchange agent as the Transferor’s agent and attorney-in-fact to cause the original notes to be assigned, transferred and exchanged. The Transferor represents and warrants that it has full power and authority to tender, exchange, assign and transfer the original notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The Transferor also warrants that it will, upon request, execute and deliver any additional documents deemed by us to be necessary or desirable to complete the exchange, assignment and transfer of tendered original notes. The Transferor further agrees that acceptance of any tendered original notes by us and the issuance of exchange notes in exchange therefor shall constitute performance in full by us of our obligations under the registration rights agreements and that we shall have no further obligations or liabilities thereunder (except in certain limited circumstances). All authority conferred by the Transferor will survive the death or incapacity of the Transferor and every obligation of the Transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of such Transferor.

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Withdrawal Rights

Original notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at its address set forth in “The Exchange Offer—Exchange Agent”. Any such notice of withdrawal must specify the person named as having tendered the original notes to be withdrawn, the principal amount of original notes to be withdrawn (which must be an authorized denomination), a statement that such holder is withdrawing his election to have such original notes exchanged, and the name of the registered holder of such original notes, and must be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the original notes being withdrawn. The exchange agent will return the properly withdrawn original notes promptly following receipt of notice of withdrawal. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and our determination will be final and binding on all parties.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of original notes validly tendered and not withdrawn and the issuance of the exchange notes will be made on the exchange date. For the purposes of the exchange offer, we shall be deemed to have accepted for exchange validly tendered original notes when, as and if we have given written notice thereof to the exchange agent.

The exchange agent will act as agent for the tendering holders of original notes for the purposes of receiving exchange notes from us and causing the original notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of exchange notes to be issued in exchange for accepted original notes will be made by the exchange agent promptly after acceptance of the tendered original notes. Original notes not accepted for exchange by us will be returned without expense to the tendering holders (or in the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the procedures described above, such non-exchanged original notes will be credited to an account maintained with DTC) promptly following the expiration date or, if we terminate the exchange offer prior to the expiration date, promptly after the exchange offer is so terminated.

Conditions to the Exchange Offer

We are not required to accept or exchange, or to issue exchange notes in exchange for, any outstanding original notes. We may terminate or extend the exchange offer by written notice to the exchange agent and by timely public announcement communicated in accordance with applicable law or regulation, if:

• any federal law, statute, rule, regulation or interpretation of the staff of the SEC has been proposed, adopted or enacted that, in our judgment, might impair our ability to proceed with the exchange offer or otherwise make it inadvisable to proceed with the exchange offer;

• an action or proceeding has been instituted or threatened in any court or by any governmental agency that, in our judgment might impair our ability to proceed with the exchange offer or otherwise make it inadvisable to proceed with the exchange offer;

• there has occurred a material adverse development in any existing action or proceeding that might impair our ability to proceed with the exchange offer or otherwise make it inadvisable to proceed with the exchange offer;

• any stop order is threatened or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indentures under the Trust Indenture Act of 1939;

• all governmental approvals that we deem necessary for the consummation of the exchange have not been obtained;

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• there is a change in the current interpretation by the staff of the SEC which permits holders who have made the required representations to us to resell, offer for resale, or otherwise transfer exchange notes issued in the exchange offer without registration of the exchange notes and delivery of a prospectus; or

• a material adverse change shall have occurred in our business, condition, operations or prospects.

The foregoing conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances (including any action or inaction by us) giving rise to such condition or may be waived by us in whole or in part at any time or from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, and each right will be deemed an ongoing right that may be asserted at any time or from time to time. In addition, we have reserved the right, notwithstanding the satisfaction of each of the foregoing conditions, to terminate or amend the exchange offer.

Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

Exchange Agent

Deutsche Bank Trust Company Americas has been appointed as the exchange agent for the exchange offer. Letters of transmittal must be addressed to the exchange agent at its address set forth below. Delivery to an address other than the one set forth herein, or transmissions of instructions via a facsimile number other than the one set forth herein, will not constitute a valid delivery.

DEUTSCHE BANK TRUST COMPANY AMERICAS

Email:

DB.Reorg@db.com

Confirm by telephone:

+1 (877) 843 9767

By Mail, Hand or Courier:

Deutsche Bank Trust Company Americas, as Exchange Agent

DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

United States of America

Attn: Reorg. Department

Solicitation of Tenders; Expenses

We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection therewith. We also will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. The expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us.

No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with the exchange offer. If given or made, you must not rely on such information or representations as having been authorized by us. Neither the delivery of this prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the respective dates as of which information is given herein.

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The exchange offer is not being made to (nor will tenders be accepted from or on behalf of) holders of original notes in any jurisdiction in which the making of the exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, at our discretion, we may take such action as we may deem necessary to make the exchange offer in any such jurisdiction and extend the exchange offer to holders of original notes in such jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on behalf of us by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Appraisal Rights

You will not have appraisal rights in connection with the exchange offer.

Federal Income Tax Consequences

We believe that the exchange of original notes for exchange notes should not be a taxable exchange for U.S. federal income tax purposes, and that holders should not recognize any taxable gain or loss or any interest income as a result of such exchange. See “United States Federal Income Tax Consequences.”

Regulatory Approvals

Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the original notes. Accordingly, we will recognize no gain or loss for accounting purposes in connection with the exchange offer. The expense of the exchange offer will be expensed over the term of the exchange notes.

Other

Participation in the exchange offer is voluntary and you should consider carefully whether to accept. You are urged to consult your financial and tax advisors in making your own decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all validly tendered original notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant contained in the terms of the original notes and the registration rights agreements. Holders of the original notes who do not tender their original notes in the exchange offer will continue to hold such original notes and will be entitled to all the rights and limitations applicable thereto under the indentures and the registration rights agreements, except for any terms of such documents which, by their terms, terminate or cease to have further effect as a result of the making of this exchange offer. See “Description of the Exchange Notes.” All untendered original notes will continue to be subject to the restriction on transfer set forth in the indentures. To the extent that original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes not tendered and accepted in the exchange offer could be adversely affected. See “Risk Factors—Risks Related to the Exchange Offer—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer.”

We may in the future seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any original notes that are not tendered in the exchange offer.

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DESCRIPTION OF OTHER INDEBTEDNESS

We summarize below the principal terms of our Senior Credit Facilities and original notes. This summary is not a complete description of all of the terms of the relevant agreements.

Senior Credit Facilities

Term Loan

On January 31, 2014, the Borrowers borrowed $800.0 million under the Term Loan, which matures in 2021, pursuant to the Credit Agreement. The Term Loan is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Term Loan is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Term Loan (which pledge, in the case of the capital stock of any foreign subsidiary, will be limited to 66% of the voting capital stock and 100% of the non-voting stock of such first-tier foreign subsidiary). The Credit Agreement contains certain customary affirmative and negative covenants.

The Term Loan bears interest at a rate per annum equal to 2.25% plus the greater of LIBOR or 0.75%. The interest rate on the Term Loan was 3.00% per annum as of September 30, 2014. Interest on the term loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The Term Loan was issued at a discount which we are amortizing through Interest expense on the Consolidated Statement of Operations over the life of the Term Loan. As of September 30, 2014, $1.8 million remains unamortized.

The Credit Agreement contains certain customary affirmative and negative covenants. The Borrowers are permitted to prepay amounts outstanding under the Term Loan at any time. Subject to certain exceptions, the Term Loan requires the Borrowers to prepay certain amounts outstanding thereunder with the net cash proceeds of certain asset sales, certain casualty events and certain issuances of debt.

Revolving Credit Facility

On January 31, 2014, the Borrowers also entered into a $425.0 million Revolving Credit Facility, which matures in 2019, pursuant to the Credit Agreement. The Revolving Credit Facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Revolving Credit Facility is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Revolving Credit Facility (which pledge, in the case of the capital stock of any foreign subsidiary, will be limited to 66% of the voting capital stock and 100% of the non-voting stock of such first-tier foreign subsidiary.

Borrowing rates under the Revolving Credit Facility are based on LIBOR plus a margin ranging from 2.25% to 1.00% based on the type of borrowings and our Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters. Interest on the Revolving Credit Facility is payable at the end of each LIBOR period, but in no event less frequently than quarterly. We are required to pay a quarterly commitment fee under the Revolving Credit Facility equal to 0.50% of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.375% per annum of the average amount of unused commitments during the applicable quarter upon achievement of a net secured leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to eurodollar borrowings and (B) the average amount drawn under outstanding letters of credit during such quarter.

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As of September 30, 2014, the terms of the Revolving Credit Facility require that as an entity being taxed as a REIT, we will be required to maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 4.0 to 1.0. As of September 30, 2014, our Maximum Consolidated Net Secured Leverage Ratio was 1.6 to 1.0. The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of September 30, 2014, our Consolidated Total Leverage Ratio was 3.9 to 1.0.

The Credit Agreement contains certain customary affirmative and negative covenants. The Borrowers are permitted to prepay amounts outstanding under the Revolving Credit Facility at any time.

Letter of Credit Facility

On January 31, 2014, the Borrowers entered into a letter of credit facility, pursuant to which we may obtain letters of credit from time to time in an aggregate outstanding face amount of up to $80.0 million. After the first year, the letter of credit facility will automatically extend for successive one-year periods unless either the Borrowers or the issuing bank under it elect not to extend it. The letter of credit facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions, and is secured on an equal and ratable basis by the same collateral that secures the Senior Credit Facilities. The fee under the letter of credit facility in the nine months ended September 30, 2014, was immaterial. On October 1, 2014, we issued letters of credit totaling approximately $10.2 million related to operations of the Acquired Business against the letter of credit facility.

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the United States federal income tax consequences of an exchange of unregistered original notes for registered exchange notes pursuant to the exchange offer, but does not purport to be a complete analysis of all the potential tax considerations relating to the exchange offer or the exchange notes. This summary is based on current provisions of the Code, applicable Treasury Regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and pronouncements of the IRS, all as in effect as of the date of this prospectus and all of which are subject to change, possibly with retroactive effect, or different interpretations. This summary is for general information only and does not purport to address all aspects of United States federal income taxation that may be relevant to particular holders in light of their particular circumstances and does not apply to holders subject to special rules under the U.S. federal income tax laws (including, for example, persons subject to special rules applicable to former citizens and residents of the United States, banks or other financial institutions, persons subject to the alternative minimum tax, grantor trusts, entities or arrangements treated as partnerships for U.S. federal income tax purposes (or investors therein), subchapter S corporations, retirement plans, individual retirement accounts or other tax-deferred accounts, real estate investment trusts, regulated investment companies, insurance companies, tax-exempt entities, dealers in securities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, persons holding notes in connection with a hedging transaction, straddle, conversion transaction or other integrated transaction, and corporations treated as “personal holding companies,” “controlled foreign corporations,” or “passive foreign investment companies.” In addition, this summary is limited to persons that hold the original notes and that will hold the exchange notes as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address United States federal tax laws other than those pertaining to the federal income tax (such as the gift tax, the estate tax and the Medicare tax) or the effect of any applicable state, local or foreign tax laws. You are urged to consult your own tax advisor regarding the United States federal, state, local and foreign tax consequences of exchanging the original notes for exchange notes and of holding and disposing of the exchange notes given your particular situation.

The exchange of an original note for an exchange note of the corresponding series pursuant to the exchange offer will not constitute a taxable exchange for United States federal income tax purposes. Rather, the exchange note you receive will be treated for United States federal income tax purposes as a continuation of your investment in the corresponding original note surrendered in the exchange. Consequently, you will not recognize any taxable income, gain or loss upon the receipt of an exchange note pursuant to the exchange offer, your holding period for an exchange note will include your holding period of the original note exchanged therefor, and your tax basis in an exchange note will be the same as your adjusted tax basis in the original note immediately before such exchange. The United States federal income tax consequences of holding and disposing of an exchange note received pursuant to the exchange offer generally will be the same as the United States federal income tax consequences of holding and disposing of an original note.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the new securities may be required to deliver a prospectus. To the extent any such broker-dealer participates in the exchange offer, we have agreed that, for a period of 120 days after the date of this prospectus, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal.

We will not receive any proceeds from any sale of new securities by broker-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of certain of our investment, financing and other policies. We intend to conduct our business in a manner such that we are not treated as an “investment company” under the Investment Company Act of 1940, as amended. In addition, we intend to conduct our business in a manner that is consistent with maintaining our qualification to be taxed as a REIT. These policies may be amended or revised from time to time at the discretion of our board of directors without a vote of our stockholders.

Investment Policies

Investment in Real Estate or Interests in Real Estate

Our investment objective is to maximize income. We intend to achieve this objective by developing our existing advertising structures and sites, including through the digital modernization of such advertising structures and sites, and by acquiring new advertising structures and sites. We currently intend to invest in advertising structures and sites located primarily in major metropolitan areas in the Americas. Future development or investment activities will not be limited to any specific percentage of our assets or to any geographic area or type of advertising structure or site. While we may diversify in terms of location, size and market, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area. In addition, we may purchase or lease properties for long-term investment, improve the properties we presently own or other acquired properties, or lease such properties, in whole or in part, when circumstances warrant.

We may also enter into multiyear contracts with municipalities and transit operators for the exclusive right to display advertising copy on the interior and exterior of rail and subway cars, buses, benches, trams, trains, transit shelters, street kiosks and transit platforms. In addition, we may participate with third parties in property ownership through joint ventures or other types of co-ownership. We will not, however, enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies.

Investments in acquired advertising structures and sites may be subject to existing mortgage financing and other indebtedness or to new indebtedness that may be incurred in connection with acquiring or refinancing these properties. We do not currently have any restrictions on the number or amount of mortgages that may be placed on any one advertising site or structure. Debt service on such financing or indebtedness will have a priority over any distributions with respect to our common stock.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

We may in the future invest in securities of other issuers, including REITs and entities engaged in real estate activities and including for the purpose of exercising control over such entities, although we have not done so during the past three years. Such future investment activities will not be limited to any specific percentage of our assets or to any specific type(s) of securities. However, because we must comply with various requirements under the Code in order to maintain our qualification to be taxed as a REIT, including restrictions on the types of assets we may hold, the sources of our income and accumulation of earnings and profits, our ability to engage in certain acquisitions, such as acquisitions of C corporations, may be limited. See “Risk Factors—Risks Related to Our Business and Operations—Future acquisitions and other strategic transactions could have a negative effect on our results of operations” and “Risk Factors—Risks Related to Our REIT Election and Our Status as a REIT—Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities.”

Investments in Other Securities

We may in the future invest in additional securities such as bonds, preferred stock and common stock. We have no present intention to make any such investments, except for investments in cash equivalents in the

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ordinary course of business. Future investment activities in additional securities will not be limited to any specific percentage of our assets or to any specific type of securities or industry group.

Dispositions

From time to time in the ordinary course of business, we have both acquired and disposed of advertising structures and sites in order to optimize our portfolio, and we intend to continue to do so in the future.

Investments in Real Estate Mortgages

We have not invested in, nor do we have any present intention to invest in, real estate mortgages, although we are not prohibited from doing so.

Financing and Leverage Policy

We intend, when appropriate, to employ leverage and to use debt as a means to provide additional funds to distribute to stockholders, to acquire assets, to refinance existing debt or for corporate purposes. We have not borrowed any money from third parties during the past three years, except the Formation Borrowings and the Acquisition Borrowings. Our charter and bylaws will not limit the amount or percentage of indebtedness that we may incur, nor have we adopted any policies addressing this. Our existing debt agreements contain, and our future debt agreements may contain, covenants that place restrictions on us and our subsidiaries. These covenants may restrict, among other things, our and our subsidiaries’ ability to:

• incur additional indebtedness, guarantee indebtedness or issue disqualified stock;

• pay dividends on, repurchase or make distributions in respect of our or certain of our subsidiaries’ capital stock or make other restricted payments;

• make certain investments;

• sell, transfer or otherwise convey certain assets;

• create liens;

• enter into sale/leaseback transactions;

• enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;

• enter into transactions with affiliates;

• prepay certain kinds of indebtedness; and

• issue or sell stock of our subsidiaries.

See “Risk Factors—Risks Related to the Exchange Notes—The terms of the Credit Agreement and the indentures governing the notes restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.” Our board of directors may limit our debt incurrence to be more restrictive than our debt covenants allow and from time to time may modify these restrictions in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors. If these restrictions are relaxed, we could become more highly leveraged, resulting in an increased risk of default on our obligations and a related increase in debt service requirements.

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Lending Policies

We do not intend to engage in significant lending activities, although we do not have a policy limiting our ability to make loans to third parties. We may consider offering purchase money financing in connection with the sale of properties. Other than loans to joint ventures in which we participate and loans to our employees, subject to applicable laws, which we have made, and may continue to make, we have not made any loans to third parties in the past three years.

Policies With Respect to Other Activities

In the future, we may issue debt securities, including senior securities, offer common stock, preferred stock or options to purchase stock in exchange for property and to repurchase or otherwise reacquire our common stock or other securities in the open market or otherwise. Except in connection with the IPO, the CBS Exchange Offer, the Formation Borrowings, the Acquisition Borrowings and an equity private placement in connection with a license and development agreement and except in connection with the E&P Purge, in the past three years, we have not issued debt securities, common stock, preferred stock, options to purchase stock or any other securities in exchange for property or any other purpose, and our board of directors has no present intention of doing so. Our board of directors has the authority, without further stockholder approval, to amend our charter to increase the number of authorized shares of our common stock or preferred stock and to authorize us to issue additional shares of common stock or preferred stock, in one or more series, including senior securities, in any manner, and on the terms and for the consideration it deems appropriate, subject to applicable laws and regulations. We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers and do not intend to do so

Conflict of Interest Policies

Policies Applicable to All Directors and Officers.

In connection with our IPO, our board of directors established a code of business conduct and ethics that is designed to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between our employees, officers and directors and us. However, there can be no assurance that these policies or provisions of law will always be successful in eliminating the influence of such conflicts.

Interested Director and Officer Transactions

Pursuant to the MGCL, a contract or other transaction between us and any of our directors or between us and any other corporation or other entity in which any of our directors is a director or has a material financial interest is not void or voidable solely on the grounds of such common directorship or interest, the presence of such director at the meeting of the board of directors or committee of the board of directors at which the contract or transaction is authorized, approved or ratified or the counting of the director’s vote in favor thereof; provided that:

• the fact of the common directorship or interest is disclosed or known to our board of directors or a committee of our board, and our board or committee authorizes, approves or ratifies the transaction or contract by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum;

• the fact of the common directorship or interest is disclosed or known to our stockholders entitled to vote thereon, and the transaction or contract is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director or corporation, firm or other entity; or

• the transaction or contract is fair and reasonable to us.

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Reporting Policies

We intend to make available to our stockholders our Annual Reports on Form 10-K, including our audited financial statements, when due. We are subject to the information reporting requirements of the Exchange Act. Pursuant to those requirements, we are required to file annual and other periodic reports, current reports, proxy statements and other information, including audited financial statements, with the SEC.

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LEGAL MATTERS

The validity of the exchange notes and guarantees offered hereby will be passed upon for us by Jones Day and Venable LLP (with respect to Maryland law matters).

EXPERTS

The combined consolidated financial statements of OUTFRONT Media Inc. (formerly known as “CBS Outdoor Americas Inc.”) as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The combined financial statements of the Outdoor Advertising business of Van Wagner Communications, LLC for the year ended December 31, 2013 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of this information by mail from the SEC at the above address, at prescribed rates. The SEC also maintains a website that contains reports, proxy statements and other information that we file electronically with the SEC. The address of that website is http://www.sec.gov. We also make available on or through our website, www.outfrontmedia.com, without charge, copies of our SEC filings as soon as reasonably practicable after we electronically file them with the SEC. The reference to our website address is a textual reference only, meaning that is does not constitute incorporation by reference of the information contained on the website, including reports and documents filed by us, and should not be considered part of this prospectus.

This prospectus contains summaries of certain of our agreements. The descriptions contained in this prospectus of these agreements do not purport to be complete and are subject to, or qualified in their entirety by reference to, the definitive agreements. Additional copies of this prospectus or the agreements summarized in this prospectus may be obtained, without charge, by writing to us at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, NY 10174, Attention: General Counsel, or by calling 212-297-6400.

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OUTFRONT MEDIA INC.

INDEX TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

OUTFRONT Media Inc.
Unaudited Interim Consolidated Financial Statements
Consolidated Statements of Financial Position as of September 30, 2014, and December 31, 2013	F-2
Consolidated Statements of Operations for the Nine Months Ended September 30 2014 and 2013	F-3
Consolidated Statements of Comprehensive Income (Loss) for the Nine Months Ended September  30, 2014 and 2013	F-4
Consolidated Statements of Invested Equity/Stockholders’ Equity for the Nine Months Ended September  30, 2014 and 2013	F-5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013	F-6
Notes to Consolidated Financial Statements	F-7
Audited Combined Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-32
Combined Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011	F-33
Combined Consolidated Statements of Comprehensive Income for the Years Ended December  31, 2013, 2012 and 2011	F-34
Combined Consolidated Balance Sheets at December 31, 2013 and 2012	F-35
Combined Consolidated Statements of Invested Equity for the Years Ended December 31, 2013, 2012 and 2011	F-36
Combined Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011	F-37
Notes to Combined Consolidated Financial Statements	F-38
Financial Statement Schedules
II—Valuation and Qualifying Accounts	F-71
III—Schedule of Real Estate and Accumulated Depreciation	F-72
Outdoor Advertising Business of Van Wagner Communications, LLC
Unaudited Interim Condensed Combined Financial Statements
Condensed Combined Balance Sheets at September 30, 2014 and December 31, 2013	F-73
Condensed Combined Statements of Operations for the Nine Months Ended September 30, 2014 and 2013	F-74
Condensed Combined Statement of (Deficit) for the Nine Months Ended September 30, 2014	F-75
Condensed Combined Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013	F-76
Notes to Condensed Combined Financial Statements	F-77
Audited Combined Financial Statements
Report of Independent Registered Public Accounting Firm	F-87
Combined Balance Sheet at December 31, 2013	F-88
Combined Statement of Operations for the Year Ended December 31, 2013	F-89
Combined Statement of (Deficit) for the Year Ended December 31, 2013	F-90
Combined Statement of Cash Flows for the Year Ended December 31, 2013	F-91
Notes to Combined Financial Statements	F-92

F-1

OUTFRONT MEDIA INC.

Consolidated Statements of Financial Position

(Unaudited)

	As of
(in millions)	September 30, 2014			December 31, 2013
Assets:
Current assets:
Cash and cash equivalents	$	272.2		$	29.8
Receivables, less allowance ($14.9 in 2014 and $15.7 in 2013)		175.6			178.8
Deferred income tax assets, net		2.0			24.5
Prepaid lease and transit franchise costs		75.9			62.7
Other prepaid expenses		22.7			15.5
Other current assets		12.4			5.9
Total current assets		560.8			317.2
Property and equipment, net (Note 4)		704.4			755.4
Goodwill		1,860.4			1,865.7
Intangible assets (Note 5)		320.1			364.4
Other assets		77.1			52.8
Total assets	$	3,522.8		$	3,355.5
Liabilities:
Current liabilities:
Accounts payable	$	54.3		$	80.0
Accrued compensation		28.4			28.2
Accrued interest		28.4			0.1
Accrued lease costs		18.1			17.7
Other accrued expenses		42.6			37.7
Deferred revenues		25.7			22.9
Other current liabilities		40.4			25.6
Total current liabilities		237.9			212.2
Long-term debt (Note 8)		1,598.2			—
Deferred income tax liabilities, net		22.8			288.5
Asset retirement obligation (Note 6)		32.3			31.7
Other liabilities		64.6			68.7
Total liabilities		1,955.8			601.1
Commitments and contingencies (Note 16)
Stockholders’ equity/invested equity (Note 10):
Common stock (2014—450.0 shares authorized, and 120.0 shares issued and outstanding; 2013—no shares authorized, issued or outstanding)		1.2			—
Additional paid-in capital		1,456.6			—
Retained earnings		188.4			—
Invested capital		—			2,829.5
Accumulated other comprehensive loss		(79.2	)		(75.1	)
Total stockholders’ equity		1,567.0			—
Total invested equity		—			2,754.4
Total liabilities and stockholders’ equity/invested equity	$	3,522.8		$	3,355.5

See accompanying notes to unaudited consolidated financial statements.

F-2

OUTFRONT MEDIA INC.

Consolidated Statements of Operations

(Unaudited)

	Nine Months Ended September 30,
(in millions, except per share amounts)	2014			2013
Revenues:
Billboard	$	690.2		$	685.8
Transit and other		268.6			264.3
Total revenues		958.8			950.1
Expenses:
Operating		512.3			504.5
Selling, general and administrative		161.1			146.8
Restructuring charges		6.2			—
Acquisition costs		1.4			—
Net gain on dispositions		(1.4	)		(9.8	)
Depreciation		79.3			78.3
Amortization		67.3			68.2
Total expenses		826.2			788.0
Operating income		132.6			162.1
Interest income (expense), net		(57.3	)		—
Other income (expense), net		(0.5	)		—
Income before benefit (provision) for income taxes and equity in earnings of investee companies		74.8			162.1
Benefit (provision) for income taxes		202.9			(70.5	)
Equity in earnings of investee companies, net of tax		1.4			1.9
Net income	$	279.1		$	93.5
Net income per common share:
Basic	$	2.49		$	0.83
Diluted	$	2.47		$	0.83
Weighted average shares outstanding:
Basic		112.3			112.3
Diluted		112.8			112.8
Dividends declared per common share	$	0.74		$	—

See accompanying notes to unaudited consolidated financial statements.

F-3

OUTFRONT MEDIA INC.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Nine months ended September 30,
(in millions)	2014			2013
Net income	$	279.1		$	93.5
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments		(3.1	)		(12.3	)
Amortization of net actuarial loss		0.2			0.4
Deferred tax rate adjustment		(1.2	)		—
Total other comprehensive income (loss), net of tax		(4.1	)		(11.9	)
Total comprehensive income	$	275.0		$	81.6

See accompanying notes to unaudited consolidated financial statements.

F-4

OUTFRONT MEDIA INC.

Consolidated Statements of Invested Equity/Stockholders’ Equity

(Unaudited)

(in millions, except per share amounts)	Shares of Common Stock		Common Stock ($0.01 per share par value)		Additional Paid- In Capital			Retained Earnings			Invested Capital			Accumulated Other Comprehensive Loss			Treasury Stock, at Cost			Total Invested Equity/ Stockholders’ Equity
Balance as of December 31, 2012		—	$	—	$	—		$	—		$	2,909.9		$	(66.0	)	$	—		$	2,843.9
Net income		—		—		—			—			93.5			—			—			93.5
Other comprehensive loss		—		—		—			—			—			(11.9	)		—			(11.9	)
Net distribution to CBS		—		—		—			—			(126.9	)		—			—			(126.9	)
Balance as of September 30, 2013		—	$	—	$	—		$	—		$	2,876.5		$	(77.9	)	$	—		$	2,798.6
Balance as of December 31, 2013		—	$	—	$	—		$	—		$	2,829.5		$	(75.1	)	$	—		$	2,754.4
Net income		—		—		—			278.0			1.1			—			—			279.1
Other comprehensive income		—		—		—			—			—			(4.1	)		—			(4.1	)
Initial public offering (“IPO”)		23.0		0.2		614.8			—			—			—			—			615.0
Stock-based payments:
Amortization		—		—		9.0			—			—			—			—			9.0
Shares paid for tax withholding for stock-based payments		—		—		—			—			—			—			(0.1	)		(0.1	)
Retirement of treasury stock		—		—		(0.1	)		—			—			—			0.1			—
Conversion to stockholders’ equity (Note 10)		97.0		1.0		2,829.6			—			(2,830.6	)		—			—			—
Distribution of debt and IPO proceeds to CBS		—		—		(2,038.8	)		—			—			—			—			(2,038.8	)
Dividends ($0.74 per share)		—		—		—			(89.6	)		—			—			—			(89.6	)
Net contribution from CBS		—		—		42.1			—			—			—			—			42.1
Balance as of September 30, 2014		120.0	$	1.2	$	1,456.6		$	188.4		$	—		$	(79.2	)	$	—		$	1,567.0

See accompanying notes to unaudited consolidated financial statements.

F-5

OUTFRONT MEDIA INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
(in millions)	2014			2013
Operating activities:
Net income	$	279.1		$	93.5
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		146.6			146.5
Deferred tax (benefit) liability		(246.4	)		4.7
Stock-based compensation		10.9			5.8
Provision for doubtful accounts		2.3			0.3
Net gain on dispositions		(1.4	)		(9.8	)
Equity in earnings of investee companies, net of tax		(1.4	)		(1.9	)
Distributions from investee companies		3.2			3.9
Amortization of deferred financing costs and debt discount		10.7			—
Change in assets and liabilities, net of investing and financing activities		(19.1	)		(64.3	)
Net cash flow provided by operating activities		184.5			178.7
Investing activities:
Capital expenditures		(43.6	)		(41.5	)
Acquisitions		—			(10.7	)
Proceeds from dispositions		2.3			11.1
Net cash flow used for investing activities		(41.3	)		(41.1	)
Financing activities:
Proceeds from IPO		615.0			—
Proceeds from long-term debt borrowings		1,598.0			—
Deferred financing fees		(24.8	)		—
Excess tax benefit from stock-based compensation		—			5.5
Distribution of debt and IPO proceeds to CBS		(2,038.8	)		—
Net cash contribution from (distribution to) CBS		39.8			(138.6	)
Dividends		(88.8	)		—
Net cash flow provided by (used for) financing activities		100.4			(133.1	)
Effect of exchange rate changes on cash and cash equivalents		(1.2	)		(0.6	)
Net increase in cash and cash equivalents		242.4			3.9
Cash and cash equivalents at beginning of period		29.8			20.2
Cash and cash equivalents at end of period	$	272.2		$	24.1
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	31.4		$	75.3
Cash paid for interest	$	25.6		$	—
Non-cash investing and financing activities:
Accrued purchases of property and equipment	$	3.5		$	1.7

See accompanying notes to unaudited consolidated financial statements.

F-6

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

Outfront Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) was formed as an indirect wholly owned subsidiary of CBS Corporation (“CBS”). We provide advertising space (“displays”) on out-of-home advertising structures and sites in the U.S., Canada and Latin America. Our portfolio includes billboard displays, which are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes. We also have a number of exclusive multi-year contracts to operate advertising displays in municipal transit systems. We have displays in all of the 25 largest markets in the U.S. and over 180 markets across the U.S., Canada and Latin America. We manage our business through two segments—United States (“U.S.”) and International.

On April 2, 2014, we completed an initial public offering (the “IPO”) of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares. (See Note 2. Initial Public Offering.)

On April 16, 2014, CBS received a private letter ruling from the Internal Revenue Service (“IRS”) with respect to certain issues relevant to our ability to qualify as a real estate investment trust (“REIT”). On July 16, 2014, we ceased to be a member of the CBS consolidated tax group and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014.

On July 16, 2014, CBS completed a registered offer to exchange 97,000,000 shares of our common stock that were owned by CBS for outstanding shares of CBS Class B common stock (the “Exchange Offer”). In connection with the Exchange Offer, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS (the “Separation”) and were no longer a subsidiary of CBS.

On October 1, 2014, we completed our acquisition of certain outdoor advertising businesses (the “Acquired Business”) from Van Wagner Communications, LLC, now known as OA VW LLC (“Van Wagner”), for $690.0 million in cash, plus working capital adjustments (the “Acquisition”). The Acquisition was funded with the net proceeds from the issuance and sale of the New Senior Notes (as defined in Note 18. Subsequent Events) and cash on hand. In nine months ended September 30, 2014, we recorded $7.6 million of commitment and other fees in Interest expense in the Consolidated Statement of Operations associated with a lender commitment to provide a senior unsecured bridge term loan facility for the purpose of financing the Acquisition in the event we did not complete the offering of the New Senior Notes.

On October 20, 2014, we announced the re-branding of the Company to “OUTFRONT media.” Our common stock will begin trading on the New York Stock Exchange under the symbol “OUT,” and our legal name will change, effective November 20, 2014.

On October 29, 2014, we announced that our board of directors approved a quarterly dividend of $0.37 per share. The dividend is payable on December 15, 2014, to stockholders of record of our common stock on November 18, 2014.

On October 29, 2014, our board of directors approved a special dividend of approximately $547.7 million to our stockholders in connection with our conversion to a REIT. The special dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. The special dividend is the amount of our accumulated earnings and profits as of July 17, 2014, the date we began operating in a manner that will allow us to qualify as a

F-7

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

REIT for U.S. federal income tax purposes (the “E&P Purge”). Stockholders will have the option to elect to receive their special dividend in all cash or all stock. However, the aggregate amount of cash to be distributed will be approximately $109.5 million. As stated in Note 2. Initial Public Offering, a portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented. Certain previously reported amounts have been reclassified to conform with the current presentation. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our prospectus, filed with the SEC on July 7, 2014.

We have revised the previously reported condensed consolidated Statement of Cash Flows for the nine months ended September 30, 2013. In prior periods, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $13.8 million for the nine months ended September 30, 2013. We do not believe that these misclassifications were material to the previously reported interim or annual financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders’ Equity. The impacted prior periods will be revised as they are presented in future filings.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our 2013 financial statements were presented on a “carve-out” basis from CBS’s consolidated financial statements based on the historical results of operations, cash flows, assets and liabilities attributable to its Outdoor Americas operating segment. Management believes that the assumptions and estimates used in the preparation of the underlying consolidated financial statements are reasonable. However, the consolidated financial statements herein do not necessarily reflect what our financial position, results of operations or cash flows would have been if we had been a stand-alone company during the periods presented. As a result, such historical financial information is not necessarily indicative of our future results of operations, financial position or cash flows.

Note 2. Initial Public Offering

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC and on March 28, 2014, our common stock began trading on the New York Stock

F-8

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

Exchange under the symbol “CBSO.” On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’s Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be applied to the cash portion of the E&P Purge to our stockholders.

Note 3. New Accounting Standards

Adoption of New Accounting Standards

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

During the nine months ended September 30, 2014, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance on the presentation of the reserve for uncertain tax positions when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires the reserve for uncertain tax positions to be presented in the financial statements as a reduction to the deferred tax asset for a tax loss or other tax carryforward that would be applied in the settlement of the uncertain tax position. This guidance did not have a material effect on our consolidated financial statements.

Obligations Resulting from Joint and Several Liability Arrangements

During the nine months ended September 30, 2014, we adopted FASB guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Under this guidance, we are required to measure our obligations under such arrangements as the sum of the amount we agreed to pay in the arrangement among our co-obligors and any additional amount we expect to pay on behalf of our co-obligors. We are also required to disclose the nature and amount of the obligation. This guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Service Concession Arrangements

In January 2014, the FASB issued guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. We are currently evaluating the impact of this guidance, which is effective for reporting periods beginning after December 15, 2014, on our consolidated financial statements.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements, including additional disclosures, for

F-9

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance is effective for interim periods and annual periods beginning after December 31, 2014. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued or available for issuance. This guidance is not expected to have a material effect on our consolidated financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued principles-based guidance addressing revenue recognition issues. The guidance may be applied to all contracts with customers regardless of industry-specific or transaction specific fact patterns. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

Note 4. Property and Equipment

The table below presents the balances of major classes of assets and accumulated depreciation.

	Estimated Useful Lives	As of
(in millions)		September 30, 2014		December 31, 2013
Land		$	88.4	$	88.6
Building and improvements	20 to 40 years		47.5		45.0
Advertising structures	5 to 20 years		1,662.4		1,662.3
Furniture, equipment and other	3 to 10 years		76.1		77.2
Construction in progress			15.7		18.9
			1,890.1		1,892.0
Less: accumulated depreciation			1,185.7		1,136.6
Property and equipment, net		$	704.4	$	755.4

Depreciation expense was $79.3 million for the nine months ended September 30, 2014, and $78.3 million for the nine months ended September 30, 2013.

Note 5. Intangible Assets

Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements and franchise agreements which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

F-10

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization			Net
As of September 30, 2014:
Permits and leasehold agreements	$	876.0	$	(681.0	)	$	195.0
Franchise agreements		442.1		(317.9	)		124.2
Other intangible assets		2.1		(1.2	)		0.9
Total intangible assets	$	1,320.2	$	(1,000.1	)	$	320.1
As of December 31, 2013:
Permits and leasehold agreements	$	880.6	$	(659.0	)	$	221.6
Franchise agreements		462.4		(320.7	)		141.7
Other intangible assets		2.1		(1.0	)		1.1
Total intangible assets	$	1,345.1	$	(980.7	)	$	364.4

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $67.3 million for the nine months ended September 30, 2014, and $68.2 million for the nine months ended September 30, 2013, which includes the amortization of direct lease acquisition costs of $24.2 million for the nine months ended September 30, 2014, and $22.7 million for the nine months ended September 30, 2013. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

Note 6. Asset Retirement Obligation

The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience.

(in millions)
As of December 31, 2013	$	31.7
Accretion expense		1.7
Additions		0.2
Liabilities settled		(0.8	)
Foreign currency translation adjustments		(0.5	)
As of September 30, 2014	$	32.3

Note 7. Related Party Transactions

CBS Corporation

Our financial statements as of and for the nine months ended September 30, 2014, include charges from CBS for services, such as tax, internal audit, cash management, insurance, technology systems and other services. In addition, prior to 2014, CBS provided benefits to our employees, including certain post-employment benefits, medical, dental, life and disability insurance and participation in a 401(k) savings plan. Charges for these

F-11

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

services and benefits are reflected in the consolidated financial statements based on the specific identification of costs, assets and liabilities or based on various allocation methods, including factors such as headcount, time and effort spent on matters relating to us, and the number of CBS operating entities benefiting from such services. Charges for these services and benefits have been included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and totaled $9.5 million in the nine months ended September 30, 2014, and $48.7 million in the same prior-year period. Also included in these charges are professional fees associated with our planned election to be taxed as a REIT. Our expenses as a stand-alone company may be different from those reflected in the Consolidated Statements of Operations prior to the IPO. Effective January 1, 2014, our employees began participating in employee benefit plans maintained by us. As a result, there were no benefits provided by CBS in the nine months ended September 30, 2014. In addition, during 2014, certain other services previously provided by CBS have been transitioned to us.

As of September 30, 2014, receivables from CBS were $0.3 million and payables to CBS were $1.0 million, which were included in Other current assets and Other current liabilities, respectively, on our Consolidated Statement of Financial Position. As of December 31, 2013, there were no receivables or payables from CBS on our Consolidated Statement of Financial Position.

On April 2, 2014, we entered into a transition services agreement with CBS, pursuant to which CBS will temporarily provide us with certain services (including legal, finance, information technology, insurance, tax and employment functions), and we will provide certain limited services to CBS. Also on April 2, 2014, we entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which we have the right to use “CBS” in the corporate names of the Company and our subsidiaries and have the right to use the “CBS” mark and logo on our advertising billboards. On July 16, 2014, we amended the transition services agreement to extend the time periods in which CBS will provide the transition services described above to January 16, 2015 or to July 16, 2015, as applicable depending on the services being provided. Also on July 16, 2014, we amended the license agreement to extend the time period in which we have the right to use “CBS” in the corporate names of the Company and our subsidiaries to December 31, 2014, and have the right to use the “CBS” mark and logo on our advertising displays to March 31, 2016. On October 20, 2014, we announced the re-branding of the Company to “OUTFRONT media.” Our common stock will begin trading on the New York Stock Exchange under the symbol “OUT,” and our legal name will change, effective November 20, 2014.

Prior to the incurrence of indebtedness on January 31, 2014, intercompany transactions between CBS and us were considered to be effectively settled in cash in the financial statements. The net effect of the settlement of these intercompany transactions, in addition to cash transfers to and from CBS, are reflected in Net cash contribution from (distribution to) CBS on the Condensed Consolidated Statements of Cash Flows and Net contribution from (distribution to) CBS on the Consolidated Statements of Invested Equity/Stockholders’ Equity. The amounts on these financial statement line items differ due to non-cash transactions, such as stock-based compensation expense.

For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $14.5 million, of which $7.7 million was before the Separation, for the nine months ended September 30, 2014, and $12.3 million for the same prior-year period.

On July 16, 2014, CBS completed the Separation and as a result of this transaction, CBS and their affiliates ceased to be related parties.

F-12

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

Other Related Parties

Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. On July 16, 2014, CBS completed the Separation and as a result of this transaction, Viacom Inc. ceased to be a related party. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $6.0 million, of which $4.3 million was before the Separation, for the nine months ended September 30, 2014, and $5.6 million for the same prior-year period.

We have a 50% ownership interest in two joint ventures that operate transit shelters in Los Angeles and Vancouver. These ventures are accounted for as equity investments. These investments totaled $22.6 million as of September 30, 2014, and $24.1 million as of December 31, 2013, and are included in Other assets on the Consolidated Statements of Financial Position. We provide sales and management services to these joint ventures.

Note 8. Long-Term Debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	September 30, 2014			December 31, 2013
Term loan, due 2021	$	798.2		$	—
Senior unsecured notes:
5.250% senior unsecured notes, due 2022		400.0			—
5.625% senior unsecured notes, due 2024		400.0			—
Total senior unsecured notes		800.0			—
Total long-term debt	$	1,598.2		$	—
Weighted average cost of debt		4.2	%		—	%

Term Loan

On January 31, 2014, two of our wholly owned subsidiaries, Outfront Media Capital LLC (“Capital LLC”) and Outfront Media Capital Corporation (“Finance Corp,” and together with Capital LLC, the “Borrowers”), borrowed $800.0 million under a term loan due in 2021 (the “Term Loan,” together with the Revolving Credit Facility (as defined below), the “Senior Credit Facilities”). The Senior Credit Facilities are governed by a credit agreement, dated as of January 31, 2014 (the “Credit Agreement”). The Term Loan is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Term Loan is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Term Loan.

The Term Loan bears interest at a rate per annum equal to 2.25% plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%. The interest rate on the Term Loan was 3.00% per annum as of September 30, 2014. Interest on the term loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The Term Loan was issued at a discount which we are amortizing through Interest expense on the Consolidated Statement of Operations over the life of the Term Loan. As of September 30, 2014, $1.8 million remains unamortized.

F-13

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

Senior Unsecured Notes

On January 31, 2014, the Borrowers issued $400.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 and $400.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (together, the “Senior Notes”) in a private placement. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the Senior Notes is payable on May 15 and November 15 of each year.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the 5.250% Senior Unsecured Notes due 2022, and on or after February 15, 2019, the Borrowers may also redeem at any time, or from time to time, some or all of the 5.625% Senior Unsecured Notes due 2024. Prior to such dates, the Borrowers may redeem some or all of the Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of each series of Senior Notes with the proceeds of certain equity offerings.

Pursuant to a registration rights agreement dated January 31, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by January 31, 2015, related to an offer to exchange the Senior Notes for registered Senior Notes having substantially identical terms, or, in certain cases, to register the Senior Notes for resale. If we and the Borrowers do not register or exchange the Senior Notes pursuant to the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the Senior Notes under certain circumstances.

Revolving Credit Facility

On January 31, 2014, the Borrowers also entered into a $425.0 million Revolving Credit Facility, which matures in 2019 (the “Revolving Credit Facility”). Borrowing rates under the Revolving Credit Facility are based on LIBOR plus a margin based on our Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters. Interest on the Revolving Credit Facility is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The commitment fee based on the amount of unused commitments under the Revolving Credit Facility in the nine months ended September 30, 2014, was $1.4 million. As of September 30, 2014, there were no outstanding borrowings under the Revolving Credit Facility. As of September 30, 2014, we had issued letters of credit totaling approximately $20.5 million against the Revolving Credit Facility. The Revolving Credit Facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Revolving Credit Facility is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Revolving Credit Facility.

The Credit Agreement contains certain customary affirmative and negative covenants. As of September 30, 2014, the terms of the Revolving Credit Facility require that as an entity being taxed as a REIT, we are required to maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 4.0 to 1.0. As of September 30, 2014, our Maximum Consolidated Net Secured Leverage Ratio was 1.6 to 1.0. The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the

F-14

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of September 30, 2014, our Consolidated Total Leverage Ratio was 3.9 to 1.0.

Letter of Credit Facility

On January 31, 2014, the Borrowers also entered into a letter of credit facility, pursuant to which we may obtain letters of credit from time to time in an aggregate outstanding face amount of up to $80.0 million. After the first year, the letter of credit facility will automatically extend for successive one-year periods unless either the Borrowers or the issuing bank under it elect not to extend it. The letter of credit facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions, and is secured on an equal and ratable basis by the same collateral that secures the Senior Credit Facilities. The fee under the letter of credit facility in the nine months ended September 30, 2014, was immaterial. On October 1, 2014, we issued letters of credit totaling approximately $10.2 million related to operations of the Acquired Business against the letter of credit facility.

Deferred Financing Costs

We deferred $29.3 million in fees and expenses associated with the Senior Credit Facilities, Senior Notes and letter of credit facility. We are amortizing the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of each debt facility.

Use of Proceeds

On January 31, 2014, we transferred approximately $1.5 billion of the combined proceeds from the Term Loan and the Senior Notes to a wholly owned subsidiary of CBS, which is an amount equal to the net proceeds from the total indebtedness less $50.0 million, which remained with us for general corporate purposes.

Fair Value

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $1.6 billion as of September 30, 2014. The fair value of our debt is classified as Level 2.

F-15

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 9. Accumulated Other Comprehensive Income

(in millions)	Cumulative Translation Adjustments			Net Actuarial Gain (Loss)			Accumulated Other Comprehensive Income (Loss)
As of December 31, 2013	$	(69.2	)	$	(5.9	)	$	(75.1	)
Other comprehensive income before reclassifications		(3.1	)		—			(3.1	)
Amortization of actuarial losses reclassified to net income		—			0.2			0.2
Deferred tax rate adjustment		—			(1.2	)		(1.2	)
Total other comprehensive income, net of tax		(3.1	)		(1.0	)		(4.1	)
As of September 30, 2014	$	(72.3	)	$	(6.9	)	$	(79.2	)
As of December 31, 2012	$	(54.3	)	$	(11.7	)	$	(66.0	)
Other comprehensive income before reclassifications		(12.3	)		—			(12.3	)
Amortization of actuarial losses reclassified to net income		—			0.4			0.4
Total other comprehensive income (loss), net of tax		(12.3	)		0.4			(11.9	)
As of September 30, 2013	$	(66.6	)	$	(11.3	)	$	(77.9	)

Note 10. Equity

On January 15, 2014, 100 shares of our common stock were issued to CBS. On March 14, 2014, our board of directors declared a 970,000 to 1 stock split. As a result of the stock split, the 100 shares of our common stock then outstanding were converted into 97,000,000 shares of our common stock. The effects of the stock split have been applied retroactively. For purposes of calculating earnings per share, 97,000,000 shares were considered outstanding for all periods presented.

On March 25, 2014, our board of directors granted CBS and certain of its affiliates a waiver of the ownership restrictions contained in our charter, subject to certain initial and ongoing conditions designed to protect our status as a REIT.

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC. On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share. Our total shares issued and outstanding upon completion of the IPO was 120,000,000. (See Note 2. Initial Public Offering.)

As of September 30, 2014, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 120,010,462 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with no shares issued and outstanding.

F-16

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

On October 29, 2014, our board of directors approved a special dividend of approximately $547.7 million to our stockholders in connection with our conversion to a REIT. The special dividend is payable on December 31, 2014, to stockholders of record as of November 20, 2014. The special dividend is the E&P Purge. Stockholders will have the option to elect to receive their special dividend in all cash or all stock. However, the aggregate amount of cash to be distributed will be approximately $109.5 million. As stated in Note 2. Initial Public Offering, a portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

Note 11. Restructuring Charges

In the third quarter of 2014, we recorded a restructuring charge of $6.2 million associated with a management reorganization resulting in the departure of Wally Kelly, President and Chief Operating Officer, from the Company. The restructuring charge is comprised of severance charges, including stock-based compensation of $3.5 million. As of September 30, 2014, a restructuring reserve of $2.5 million is included in Other current liabilities in the Consolidating Statement of Financial Position.

Note 12. Stock-Based Compensation

On March 18, 2014, our board of directors approved the Omnibus Stock Incentive Plan (the “Stock Plan”) and reserved 8,000,000 shares of our common stock for stock-based awards. Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock (the “Outfront Options”), stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under our Stock Plan.

RSUs and PRSUs accrue dividend equivalents in amounts equal to the regular cash dividends paid on our common stock and will be paid in either cash or stock. Accrued dividend equivalents payable in stock shall convert to shares of our common stock on the date of vesting.

The Stock Plan also provides for the treatment of awards held by our employees that were originally granted under various CBS stock plans. Prior to our IPO, certain of our employees were granted awards of RSUs, PRSUs and stock options for CBS Class B common stock under the CBS equity incentive plans. At the time of the IPO, substantially all outstanding RSUs and PRSUs for CBS Class B common stock (the “CBS RSUs”) were converted into RSUs and PRSUs for our common stock (the “Outfront RSUs”) under the Stock Plan.

Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three- to four-year service period. For PRSU awards, the number of shares an employee earns may range from 0% to 120% based on the outcome of a one year performance condition. Compensation expense is recorded based on the probable outcome of the performance condition. On an annual basis, the board of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met. Forfeitures of RSUs are estimated on the date of grant based on historical forfeiture rates. On an annual basis, adjustments are made to compensation expense based on actual forfeitures and the forfeiture rates are revised as necessary.

F-17

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes our stock-based compensation expense for the nine months ended September 30, 2014 and 2013.

	Nine Months Ended September 30,
(in millions)	2014			2013
RSUs and PRSUs	$	9.0		$	5.4
Stock options		1.9			0.4
Stock-based compensation expense, before income taxes		10.9			5.8
Tax benefit		(2.8	)		(2.4	)
Stock-based compensation expense, net of tax	$	8.1		$	3.4

As of September 30, 2014, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $20.6 million, which is expected to be recognized over a weighted average period of 2.9 years, and total unrecognized compensation cost related to non-vested stock options was $0.9 million, which is expected to be recognized over a weighted average period of 2.6 years.

F-18

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

RSUs and PRSUs

On March 27, 2014, 256,172 non-vested CBS RSUs held by our employees were converted into 561,021 non-vested Outfront RSUs. The number of RSUs was converted at a ratio of approximately 2.2 to 1.0 to preserve the fair value of the awards both before and after conversion.

The following table summarizes the activity of the RSUs and PRSUs issued to our employees.

	CBS RSUs					Outfront RSUs
	Activity			Weighted Average Per Share Grant Date Fair Market Value		Activity			Weighted Average Per Share Grant Date Fair Market Value		RSU and PRSU Dividend Equivalents
Non-vested as of December 31, 2013		472,490		$	32.09
Employee transfers and grants		11,875			34.66
Vested		(157,723	)		22.51
Forfeited		(2,909	)		37.67
Non-vested before conversion		323,733			36.80
CBS RSUs converted to Outfront RSUs		(256,172	)		37.77
Non-vested Outfront RSUs converted from CBS RSUs							561,021		$	17.24
Non-vested CBS RSUs not converted to Outfront RSUs(a)		67,561			33.16
Granted:
RSUs							478,311			29.59
PRSUs							168,468			29.70
Dividend equivalents												10,032
Vested:
RSUs		(67,561	)		33.16		(5,848	)		25.91
PRSUs							(6,955	)		25.88
Forfeitures:
RSUs							(27,965	)		24.39
PRSUs							(15,289	)		26.39
Dividend equivalents												(2	)
Non-vested as of September 30, 2014		—			—		1,151,743			23.78		10,030

(a) Reflects CBS RSUs which vested in April 2014.

Stock Options

On July 16, 2014, 219,741 outstanding CBS stock options held by our active employees were converted into 409,207 Outfront Options. Vested outstanding CBS stock options held by former employees of the Company were not converted into Outfront Options. The CBS stock options were converted at a ratio of approximately 1.9 to 1.0 to preserve the intrinsic value of the award at the time of conversion.

F-19

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the activity of CBS’ stock options issued to our employees.

	CBS Stock Options			CBS Weighted Average Exercise Price		Outfront Stock Options			Outfront Weighted Average Exercise Price
Outstanding as of December 31, 2013		399,581		$	29.30
Exercised		(123,260	)		22.04
Forfeited or expired		(38,523	)		30.75
CBS stock options converted to Outfront stock options		(219,741	)		33.27
Outstanding Outfront stock options converted from CBS stock options							409,207		$	17.87
Exercised							(2,426	)		14.71
Forfeited or expired							(16,170	)		23.08
Outstanding as of September 30, 2014		18,057			27.38		390,611			17.67
Exercisable as of September 30, 2014		18,057			27.38		166,234			12.29

Note 13. Retirement Benefits

The following table presents the components of net periodic pension cost and amounts recognized in other comprehensive income (loss) for our pension plans:

	Nine Months Ended September 30,
(in millions)	2014			2013
Components of net periodic pension cost:
Service cost	$	1.1		$	1.3
Interest cost		1.9			1.5
Expected return on plan assets		(2.1	)		(1.8	)
Amortization of actuarial losses(a)		0.3			0.8
Net periodic pension cost	$	1.2		$	1.8

(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

In the nine months ended September 30, 2014, we contributed $1.9 million to our pension plans. In 2014, we expect to contribute approximately $2.0 million to our pension plans.

F-20

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 14. Income Taxes

On July 16, 2014, we ceased to be a member of the CBS consolidated tax group and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014. In the third quarter of 2014, as a result of our REIT conversion, substantially all Deferred income tax liabilities, net, was reversed into Net income via a non-cash benefit of approximately $232.3 million. As a result of our REIT conversion, our expected effective tax rate for the second half of 2014 will be substantially lower than previous periods. Prior to July 17, 2014 our U.S. operating results were included in consolidated federal, and certain state and local income tax returns filed by CBS. The income tax expense reflected in the Consolidated Statements of Operations, deferred tax assets and liabilities included in the Consolidated Statements of Financial Position and income tax payments reflected in the Condensed Consolidated Statements of Cash Flows were prepared as if these amounts were calculated on a separate tax return basis for us. We believe that the assumptions and estimates used to determine these tax amounts were reasonable. However, the consolidated financial statements herein may not necessarily reflect our income tax expense or tax payments, or what our tax amounts would have been if we had been a stand-alone company during the periods prior to July 17, 2014.

As a REIT, we must distribute to our stockholders, for the tax year commencing July 17, 2014, and ending December 31, 2014, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on the undistributed income. In addition, we are subject to a 4% nondeductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute net income to our stockholders in a manner to satisfy the REIT 90% distribution requirement and to avoid the 4% nondeductible excise tax.

On September 30, 2014, we distributed a quarterly dividend of $0.37 per share, which we anticipate will be taxed as ordinary income by our stockholders.

On April 2, 2014, we entered into a tax matters agreement, which governs the respective rights, responsibilities and obligations of CBS and us with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes for the periods during which we are a member of the CBS consolidated tax group. The tax matters agreement also separately allocates among the parties any tax liability arising as a result of any failure of the Separation to qualify as a tax-free transaction based on actions taken during the two-year period following the Separation.

Our effective income tax rate represents a combined annual effective tax rate for federal, state, local and foreign taxes applied to interim operating results.

Excluding the non-cash benefit recorded as a result of our REIT conversion in 2014, the effective income tax rate was 39.3% in the nine months ended September 30, 2014, and 43.5% in the nine months ended September 30, 2013.

F-21

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

The difference between income taxes expected at the U.S. federal statutory income tax rate of 35% and the provision for income taxes is summarized as follows:

	Nine Months Ended September 30,
(in millions)	2014			2013
Taxes on income at U.S. statutory rate	$	21.2		$	56.7
State and local taxes, net of federal tax benefit		4.2			9.9
Effect of foreign operations		2.2			1.7
Reversal of deferred tax liability		(232.3	)		—
Other, net		1.8			2.2
Provision for income taxes	$	(202.9	)	$	70.5

The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.

(in millions)
As of December 31, 2013	$	4.0
Additions for current year tax positions		0.1
Reductions for prior year tax positions		(2.9	)
As of September 30, 2014	$	1.2

Reductions for prior year tax positions includes $2.1 million of liabilities which were transferred to CBS pursuant to our tax matters agreement. The reduction in this liability did not impact our provision for income taxes during the period. The reserve for uncertain tax positions of $1.2 million as of September 30, 2014, includes $0.8 million which would affect our effective income tax rate if and when recognized in future years.

Note 15. Earnings Per Share (“EPS”)

	Nine Months Ended September 30,
(in millions)	2014		2013
Net income	$	279.1	$	93.5
Weighted average shares for basic EPS		112.3		112.3
Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)		0.5		0.5
Weighted average shares for diluted EPS		112.8		112.8

(a) The potential impact of an aggregate 0.1 million granted RSUs, PRSUs and stock options for the nine months ended September 30, 2014, was antidilutive.

F-22

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 16. Commitments and Contingencies

Off-Balance Sheet Commitments

Our off-balance sheet commitments primarily consist of operating lease arrangements and guaranteed minimum franchise payments. These arrangements result from our normal course of business and represent obligations that are payable over several years.

We have long-term operating leases for office space, billboard sites and equipment, which expire at various dates. Certain leases contain renewal and escalation clauses.

We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds approximated $99.3 million as of September 30, 2014, of which none was indemnified by CBS, and $78.3 million as of December 31, 2013, all of which was indemnified by CBS, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

Note 17. Segment Information

The following tables set forth our financial performance by segment. We manage our operations through two segments—U.S. and International.

	Nine Months Ended September 30,
(in millions)	2014		2013
Revenues:
U.S.	$	842.4	$	827.6
International		116.4		122.5
Total revenues	$	958.8	$	950.1

F-23

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

We present Operating income (loss) before Depreciation, Amortization, Net gain (loss) on dispositions, Stock-based compensation, Restructuring charges and Acquisition costs (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments in accordance with FASB guidance for segment reporting.

	Nine Months Ended September 30,
(in millions)	2014			2013
Net income	$	279.1		$	93.5
(Benefit) provision for income taxes		(202.9	)		70.5
Equity in earnings of investee companies, net of tax		(1.4	)		(1.9	)
Interest expense (income), net		57.3			—
Other (income) expense, net		0.5			—
Operating income		132.6			162.1
Restructuring charges(a)		6.2			—
Acquisition costs(a)		1.4			—
Net gain on dispositions		(1.4	)		(9.8	)
Depreciation and amortization		146.6			146.5
Stock-based compensation(a)		7.4			5.8
Total Adjusted OIBDA	$	292.8		$	304.6
Adjusted OIBDA:
U.S.	$	293.0		$	300.2
International		16.9			20.0
Corporate		(17.1	)		(15.6	)
Total Adjusted OIBDA	$	292.8		$	304.6

(a) Restructuring charges (including stock-based compensation of $3.5 million), costs related to the Acquisition and stock-based compensation are classified as Corporate expense.

F-24

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

	Nine Months Ended September 30,
(in millions)	2014			2013
Operating income (loss):
U.S.	$	168.5		$	185.4
International		(3.8	)		(1.9	)
Corporate		(32.1	)		(21.4	)
Total operating income	$	132.6		$	162.1
Net (gain) loss on dispositions:
U.S.	$	(1.3	)	$	(10.0	)
International		(0.1	)		0.2
Total gain on dispositions	$	(1.4	)	$	(9.8	)
Depreciation and amortization:
U.S.	$	125.8		$	124.8
International		20.8			21.7
Total depreciation and amortization	$	146.6		$	146.5
Capital expenditures:
U.S.	$	37.4		$	37.1
International		6.2			4.4
Total capital expenditures	$	43.6		$	41.5

	As of
(in millions)	September 30, 2014		December 31, 2013
Assets:
U.S.	$	2,967.0	$	3,027.6
International		297.3		327.9
Corporate		258.5		—
Total assets	$	3,522.8	$	3,355.5

Note 18. Subsequent Events

New Senior Unsecured Notes

On October 1, 2014, the Borrowers issued $150.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 (the “New 2022 Senior Notes”) in a private placement. The New 2022 Senior Notes are of the same class and series as, and otherwise identical to, the 5.250% Senior Unsecured Notes due 2022 that were previously issued by the Borrowers on January 31, 2014 (see Note 8. Long-Term Debt). Interest on the New 2022 Senior Notes is payable on May 15 and November 15 of each year, beginning on November 15, 2014. The New 2022 Senior Notes were issued at a discount of $0.8 million, which we will amortize through Interest expense on the Consolidated Statement of Operations over the life of the New 2022 Senior Notes.

On October 1, 2014, the Borrowers also issued $450.0 million aggregate principal amount of 5.875% Senior Unsecured Notes due 2025 (the “2025 Senior Notes,” together with the “New 2022 Senior Notes,” the “New Senior Notes”) in a private placement. The New Senior Notes are fully and unconditionally guaranteed on

F-25

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

a senior unsecured basis by the Company and each of its direct and indirect wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2025 Senior Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2015.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the New 2022 Senior Notes and on or after September 15, 2019, the Borrowers may redeem at any time, or from time to time, some or all of the 2025 Senior Notes. Prior to such dates, the Borrowers may redeem some or all of the New Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of the New 2022 Senior Notes and prior to September 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes with the proceeds of certain equity offerings.

Pursuant to a registration rights agreement dated October 1, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by October 1, 2015, related to an offer to exchange the New Senior Notes for registered New Senior Notes having substantially identical terms, or, in certain cases, to register the New Senior Notes for resale. If we and the Borrowers do not register or exchange the New Senior Notes pursuant to the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the New Senior Notes under certain circumstances.

On October 1, 2014, we deferred $10.8 million of fees and expenses associated with the New Senior Notes. We will amortize the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of the New Senior Notes. As of September 30, 2014, we had accrued $1.6 million of deferred financing costs associated with the New Senior Notes.

Acquisition

On October 1, 2014, we completed the Acquisition. The Acquisition was funded with the net proceeds from the issuance and sale of the New Senior Notes and cash on hand. The information required to perform the purchase price allocation is not yet available. As a result, the required Accounting Standards Codification 805 disclosures have not been made.

In addition, as of November 6, 2014, we completed “tuck-in” acquisitions of advertising structures in the city of Chicago, Illinois, and the surrounding metropolitan area, and two smaller tuck-in acquisitions for approximately $15.0 million in cash.

F-26

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 19. Condensed Consolidating Financial Information

We and our material existing and future direct and indirect 100% owned domestic subsidiaries (except the Borrowers under the Senior Credit Facilities), including Outdoor Inc., Outfront Media LLC, Outfront Media Group LLC, Outfront Media Outernet Inc., Outfront Media Sports Inc. and Outfront Media L.A. Inc., guarantee the obligations under the Term Loan and the Revolving Credit Facility. The Senior Notes and New Senior Notes are fully and unconditionally, and jointly and severally guaranteed on a senior unsecured basis by us and each of our direct and indirect wholly owned domestic subsidiaries that guarantees the Senior Credit Facilities (see Note 8. Long-Term Debt and Note 17. Subsequent Events). The Parent Company and the Subsidiary Issuer were formed in preparation for the Separation. The balances and activity with respect to these entities were minimal prior to our incurrence of indebtedness pursuant to the Senior Credit Facilities and the Senior Notes in January 2014. The following condensed consolidating schedules present financial information on a combined basis in conformity with the SEC’s Regulation S-X, Rule 3-10:

	As of September 30, 2014
(in millions)	Parent Company		Subsidiary Issuer(a)		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	230.0	$	23.5		$	18.7	$	—		$	272.2
Receivables, less allowances		—		—		140.9			34.7		—			175.6
Other current assets		—		4.1		87.4			21.5		—			113.0
Total current assets		—		234.1		251.8			74.9		—			560.8
Property and equipment, net		—		—		596.2			108.2		—			704.4
Goodwill		—		—		1,751.4			109.0		—			1,860.4
Intangible assets		—		—		319.9			0.2		—			320.1
Investment in subsidiaries		1,567.0		2,935.5		218.6			—		(4,721.1	)		—
Other assets		—		23.9		48.1			5.1		—			77.1
Intercompany		—		—		66.1			54.8		(120.9	)		—
Total assets	$	1,567.0	$	3,193.5	$	3,252.1		$	352.2	$	(4,842.0	)	$	3,522.8
Total current liabilities	$	—	$	28.3	$	176.4		$	33.2	$	—		$	237.9
Long-term debt		—		1,598.2		—			—		—			1,598.2
Deferred income tax liabilities, net		—		—		(1.1	)		23.9		—			22.8
Asset retirement obligation		—		—		23.7			8.6		—			32.3
Deficit in excess of investment in subsidiaries		—		—		1,368.5			—		(1,368.5	)		—
Other liabilities		—		—		62.8			1.8		—			64.6
Intercompany		—		—		54.8			66.1		(120.9	)		—
Total liabilities		—		1,626.5		1685.1			133.6		(1,489.4	)		1,955.8
Total stockholders’ equity		1,567.0		1,567.0		1,567.0			218.6		(3,352.6	)		1,567.0
Total liabilities and shareholders’ equity	$	1,567.0	$	3,193.5	$	3,252.1		$	352.2	$	(4,842.0	)	$	3,522.8

(a) Outfront Media Capital Corporation is a co-issuer finance subsidiary with no assets or liabilities and has not been presented herein.

F-27

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

	As of December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	—	$	2.1	$	27.7	$	—		$	29.8
Receivables, less allowances		—		—		146.0		32.8		—			178.8
Other current assets		—		—		89.1		19.5		—			108.6
Total current assets		—		—		237.2		80.0		—			317.2
Property and equipment, net		—		—		628.1		127.3		—			755.4
Goodwill		—		—		1,751.6		114.1		—			1,865.7
Intangible assets		—		—		364.2		0.2		—			364.4
Investment in subsidiaries		—		—		232.9		—		(232.9	)		—
Other assets		—		—		46.5		6.3		—			52.8
Intercompany		—		—		66.0		55.7		(121.7	)		—
Total assets	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5
Total current liabilities	$	—	$	—	$	168.3	$	43.9	$	—		$	212.2
Deferred income tax liabilities, net		—		—		259.4		29.1		—			288.5
Asset retirement obligation		—		—		23.1		8.6		—			31.7
Other liabilities		—		—		65.6		3.1		—			68.7
Intercompany		—		—		55.7		66.0		(121.7	)		—
Total liabilities		—		—		572.1		150.7		(121.7	)		601.1
Total invested equity		—		—		2,754.4		232.9		(232.9	)		2,754.4
Total liabilities and invested equity	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5

F-28

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

	Nine Months Ended September 30, 2014
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—		$	—		$	599.7		$	90.5		$	—		$	690.2
Transit and other		—			—			242.7			25.9			—			268.6
Total revenues		—			—			842.4			116.4			—			958.8
Expenses:
Operating		—			—			436.2			76.1			—			512.3
Selling, general and administrative		0.9			—			136.8			23.4			—			161.1
Restructuring charges		—			—			6.2			—			—			6.2
Acquisition costs		—			—			1.4			—			—			1.4
Net (gain) loss on dispositions		—			—			(1.3	)		(0.1	)		—			(1.4	)
Depreciation		—			—			62.2			17.1			—			79.3
Amortization		—			—			63.6			3.7			—			67.3
Total expenses		0.9			—			705.1			120.2			—			826.2
Operating income		(0.9	)		—			137.3			(3.8	)		—			132.6
Interest expense		—			(57.3	)		(0.1	)		0.1			—			(57.3	)
Other income (expenses)		—			—			—			(0.5	)		—			(0.5	)
Income before income taxes and equity earnings of investee		(0.9	)		(57.3	)		137.2			(4.2	)		—			74.8
Provision for income taxes		—			—			205.2			(2.3	)		—			202.9
Equity in earnings of investee companies, net of tax		280.0			337.3			(62.4	)		0.4			(553.9	)		1.4
Net income	$	279.1		$	280.0		$	280.0		$	(6.1	)	$	(553.9	)	$	279.1
Net income	$	279.1		$	280.0		$	280.0		$	(6.1	)	$	(553.9	)	$	279.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments		(3.1	)		(3.1	)		(3.1	)		(3.1	)		9.3			(3.1	)
Net actuarial loss		0.2			0.2			0.2			0.2			(0.6	)		0.2
Deferred tax rate adjustment		(1.2	)		(1.2	)		(1.2	)		(1.2	)		3.6			(1.2	)
Total other comprehensive income (loss), net of tax		(4.1	)		(4.1	)		(4.1	)		(4.1	)		12.3			(4.1	)
Total comprehensive income	$	275.0		$	275.9		$	275.9		$	(10.2	)	$	(541.6	)	$	275.0

F-29

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

	Nine Months Ended September 30, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	589.8		$	96.0		$	—		$	685.8
Transit and other		—		—		237.8			26.5			—			264.3
Total revenues		—		—		827.6			122.5			—			950.1
Expenses:
Operating		—		—		426.1			78.4			—			504.5
Selling, general and administrative		—		—		122.7			24.1			—			146.8
Net (gain) loss on dispositions		—		—		(10.0	)		0.2			—			(9.8	)
Depreciation		—		—		60.5			17.8			—			78.3
Amortization		—		—		64.3			3.9			—			68.2
Total expenses		—		—		663.6			124.4			—			788.0
Operating income (loss)		—		—		164.0			(1.9	)		—			162.1
Interest expense		—		—		—			—			—			—
Other income (expenses)		—		—		(0.1	)		0.1			—			—
Income before income taxes and equity earnings of investee		—		—		163.9			(1.8	)		—			162.1
Provision for income taxes		—		—		(68.2	)		(2.3	)		—			(70.5	)
Equity in earnings of investee companies, net of tax		—		—		(2.2	)		—			4.1			1.9
Net income	$	—	$	—	$	93.5		$	(4.1	)	$	4.1		$	93.5
Net income	$	—	$	—	$	93.5		$	(4.1	)	$	4.1		$	93.5
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments		—		—		(12.3	)		(12.3	)		12.3			(12.3	)
Net actuarial loss		—		—		0.4			0.4			(0.4	)		0.4
Total other comprehensive income (loss), net of tax		—		—		(11.9	)		(11.9	)		11.9			(11.9	)
Total comprehensive income	$	—	$	—	$	81.6		$	(16.0	)	$	16.0		$	81.6

F-30

OUTFRONT MEDIA INC.

Notes to Consolidated Financial Statements

(Unaudited)

	Nine Months Ended September 30, 2014
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	(0.9	)	$	(25.6	)	$	213.9		$	(2.9	)	$	—	$	184.5
Cash used in investing activities		—			—			(35.3	)		(6.0	)		—		(41.3	)
Financing activities:
Proceeds from IPO		615.0			—			—			—			—		615.0
Proceeds from long-term debt borrowings		—			1,598.0			—			—			—		1,598.0
Deferred financing fees		—			(24.8	)		—			—			—		(24.8	)
Distribution of debt and IPO proceeds to CBS		(515.0	)		(1,523.8	)		—			—			—		(2,038.8	)
Net cash contribution from CBS		—			—			39.8			—			—		39.8
Dividends		(88.8	)		—			—			—			—		(88.8	)
Intercompany		(10.3	)		206.2			(197.0	)		1.1			—		—
Cash used in financing activities		0.9			255.6			(157.2	)		1.1			—		100.4
Effect of exchange rate on cash and cash equivalents		—			—			—			(1.2	)		—		(1.2	)
Net increase (decrease) in cash and cash equivalents		—			230.0			21.4			(9.0	)		—		242.4
Cash and cash equivalents at beginning of period		—			—			2.1			27.7			—		29.8
Cash and cash equivalents at end of period	$	—		$	230.0		$	23.5		$	18.7		$	—	$	272.2

	Nine Months Ended September 30, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	175.0		$	3.7		$	—	$	178.7
Cash used in investing activities		—		—		(37.2	)		(3.9	)		—		(41.1	)
Financing activities:
Excess tax benefit from stock-based compensation		—		—		5.5			—			—		5.5
Net cash distribution to CBS		—		—		(143.3	)		4.7			—		(138.6	)
Cash used in financing activities		—		—		(137.8	)		4.7			—		(133.1	)
Effect of exchange rate on cash and cash equivalents		—		—		—			(0.6	)		—		(0.6	)
Net increase (decrease) in cash and cash equivalents		—		—		—			3.9			—		3.9
Cash and cash equivalents at beginning of period		—		—		9.5			10.7			—		20.2
Cash and cash equivalents at end of period	$	—	$	—	$	9.5		$	14.6		$	—	$	24.1

F-31

Report of Independent Registered Public Accounting Firm

To the Board of Directors of OUTFRONT Media Inc. (formerly CBS Outdoor Americas Inc.)

In our opinion, the accompanying combined consolidated balance sheets and the related combined consolidated statements of operations, comprehensive income, invested equity and cash flows present fairly, in all material respects, the financial position of OUTFRONT Media Inc. (formerly CBS Outdoor Americas Inc.), which consists of the entities comprising CBS Corporation’s Outdoor Americas operating segment, at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the Index to the Combined Consolidated Financial Statements present fairly, in all material respects, the information set forth therein when read in conjunction with the related combined consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

New York, New York

February 18, 2014, except for the effects of the stock split discussed in Note 1 to the combined consolidated financial statements, as to which the date is March 17, 2014, and except for the effects of the cash flow revision discussed in Note 1 and the condensed consolidating financial information discussed in Note 17 to the combined consolidated financial statements, as to which the date is December 22, 2014

F-32

OUTFRONT MEDIA INC.

COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions)

	Year Ended December 31,
	2013			2012			2011
Revenues:
Billboard	$	925.7		$	913.6		$	894.2
Transit and other		368.3			371.0			382.9
Total revenues		1,294.0			1,284.6			1,277.1
Expenses:
Operating		686.9			700.1			689.4
Selling, general and administrative		199.8			181.8			178.4
Restructuring charges (Note 5)		—			2.5			3.0
Net (gain) loss on dispositions		(27.3	)		2.2			2.0
Depreciation		104.5			105.9			109.0
Amortization		91.3			90.9			102.9
Total expenses		1,055.2			1,083.4			1,084.7
Operating income		238.8			201.2			192.4
Other income (expense), net		(1.2	)		(1.0	)		0.8
Income before income taxes and equity in earnings of investee companies		237.6			200.2			193.2
Provision for income taxes		(96.6	)		(89.0	)		(87.8	)
Equity in earnings of investee companies, net of tax		2.5			2.2			1.7
Net income	$	143.5		$	113.4		$	107.1
Net income per basic and diluted share	$	1.48		$	1.17		$	1.10
Weighted average number of basic and diluted common shares outstanding		97.0			97.0			97.0

The accompanying notes are an integral part of these

combined consolidated financial statements.

F-33

OUTFRONT MEDIA INC.

COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year Ended December 31,
	2013			2012			2011
Net income	$	143.5		$	113.4		$	107.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments		(14.9	)		11.0			(14.3	)
Net actuarial gain (loss)		5.8			(1.4	)		(3.2	)
Total other comprehensive income (loss), net of tax		(9.1	)		9.6			(17.5	)
Total comprehensive income	$	134.4		$	123.0		$	89.6

The accompanying notes are an integral part of these

combined consolidated financial statements.

F-34

OUTFRONT MEDIA INC.

COMBINED CONSOLIDATED BALANCE SHEETS

(In millions)

	At December 31,
	2013			2012
Assets
Current assets:
Cash and cash equivalents	$	29.8		$	20.2
Receivables, less allowances of $15.7 in 2013 and $19.3 in 2012		178.8			175.1
Deferred income tax assets, net (Note 10)		24.5			26.1
Prepaid lease and transit franchise costs		62.7			65.8
Other prepaid expenses		15.5			21.8
Other current assets		5.9			6.0
Total current assets		317.2			315.0
Property and equipment, net (Note 3)		755.4			807.9
Goodwill (Note 4)		1,865.7			1,877.2
Intangible assets (Note 4)		364.4			420.0
Other assets		52.8			44.8
Total assets	$	3,355.5		$	3,464.9
Liabilities and Invested Equity
Current liabilities:
Accounts payable	$	80.0		$	77.7
Accrued compensation		28.2			30.3
Accrued lease costs		17.7			19.2
Other accrued expenses		37.8			38.2
Deferred revenues		22.9			15.9
Other current liabilities		25.6			24.3
Total current liabilities		212.2			205.6
Long-term debt		—			—
Deferred income tax liabilities, net (Note 10)		288.5			313.8
Asset retirement obligation (Note 6)		31.7			30.6
Other liabilities		68.7			71.0
Commitments and contingencies (Note 12)
Invested equity:
Invested capital		2,829.5			2,909.9
Accumulated other comprehensive loss (Note 8)		(75.1	)		(66.0	)
Total invested equity		2,754.4			2,843.9
Total liabilities and invested equity	$	3,355.5		$	3,464.9

The accompanying notes are an integral part of these

combined consolidated financial statements.

F-35

OUTFRONT MEDIA INC.

COMBINED CONSOLIDATED STATEMENTS OF INVESTED EQUITY

(In millions)

	Year Ended December 31,
	2013			2012			2011
Invested capital:
Balance, beginning of year	$	2,909.9		$	3,066.2		$	3,221.4
Net income		143.5			113.4			107.1
Net distribution to CBS		(223.9	)		(269.7	)		(262.3	)
Balance, end of year		2,829.5			2,909.9			3,066.2
Accumulated other comprehensive loss:
Balance, beginning of year		(66.0	)		(75.6	)		(58.1	)
Other comprehensive income (loss)		(9.1	)		9.6			(17.5	)
Balance, end of year		(75.1	)		(66.0	)		(75.6	)
Total invested equity	$	2,754.4		$	2,843.9		$	2,990.6

The accompanying notes are an integral part of these

combined consolidated financial statements.

F-36

OUTFRONT MEDIA INC.

COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Year Ended December 31,
	2013			2012			2011
Operating activities:
Net income	$	143.5		$	113.4		$	107.1
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		195.8			196.8			211.9
Deferred tax provision		(15.5	)		(6.6	)		32.8
Stock-based compensation		7.5			5.7			5.0
Provision for doubtful accounts		0.4			3.1			3.0
Net (gain) loss on dispositions		(27.3	)		2.2			2.0
Equity in earnings of investee companies, net of tax		(2.5	)		(2.2	)		(1.7	)
Distributions from investee companies		4.4			6.4			6.2
Change in assets and liabilities, net of investing and financing activities:
(Increase) decrease in receivables		(7.1	)		7.6			7.6
Decrease in prepaid expenses and other current assets		9.5			3.9			1.2
Decrease in accounts payable and accrued expenses		(32.2	)		(26.5	)		(35.7	)
Increase (decrease) in deferred revenues		7.1			0.9			(2.5	)
(Decrease) increase in income taxes		(6.5	)		(3.8	)		1.8
Other, net		4.0			5.0			1.4
Net cash flow provided by operating activities		281.1			305.9			340.1
Investing activities:
Acquisitions		(11.5	)		(0.4	)		(7.9	)
Capital expenditures		(60.9	)		(48.2	)		(43.6	)
Proceeds from dispositions		28.7			0.5			0.8
Net cash flow used for investing activities		(43.7	)		(48.1	)		(50.7	)
Financing activities:
Excess tax benefit from stock-based compensation		5.8			2.9			2.3
Net cash distribution to CBS		(232.6	)		(279.7	)		(269.4	)
Other		(0.2	)		(0.2	)		(0.2	)
Net cash flow used for financing activities		(227.0	)		(277.0	)		(267.3	)
Effect of exchange rate changes on cash and cash equivalents		(0.8	)		1.8			(3.5	)
Net increase (decrease) in cash and cash equivalents		9.6			(17.4	)		18.6
Cash and cash equivalents at beginning of year		20.2			37.6			19.0
Cash and cash equivalents at end of year	$	29.8		$	20.2		$	37.6
Supplemental disclosure of cash flow information
Cash paid for income taxes (Note 10)	$	112.8		$	96.5		$	50.9
Non-cash investing activities:
Investments in investee companies	$	13.1		$	—		$	—
Accrued purchases of property and equipment	$	12.8		$	15.5		$	10.1

The accompanying notes are an integral part of these

combined consolidated financial statements.

F-37

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollars in millions, except per share amounts)

1) DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business—Outfront Media Inc. (the “Company”) was formed as an indirect wholly owned subsidiary of CBS Corporation (“CBS”). CBS completed a series of reorganization transactions resulting in the entities comprising CBS’s Outdoor Americas operating segment being consolidated under the Company. The Company provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States, Canada and Latin America. The Company’s portfolio includes billboard displays, which are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes. The Company also has a number of exclusive multiyear contracts to operate advertising displays in municipal transit systems. The Company has displays in all of the 25 largest markets in the United States and over 180 markets across the United States, Canada and Latin America. The Company manages its business through two segments—United States and International.

The Company filed a registration statement on Form S-11 with the Securities and Exchange Commission (“SEC”) with respect to an initial public offering of its common stock (the “Offering”). Upon completion of the Offering, CBS expects to indirectly own at least 80% of Outfront Media Inc.’s outstanding common stock and Outfront Media Inc. will continue to be controlled by CBS. In January 2014, in connection with this transaction, the Company incurred $1.6 billion of indebtedness (“Formation Borrowings”) (See Note 14).

On March 14, 2014, the Company’s Board of Directors declared a 970,000-for-one split of the Company’s common stock effected through a stock dividend to CBS. As a result of the stock split, the 100 shares of the Company’s common stock outstanding were converted into 97,000,000 shares, par value $0.01 per share. Accordingly, all share and per share data reflect this stock split for all periods presented. Also on March 14, 2014, the Company’s Board of Directors declared a contingent dividend to CBS, payable in an aggregate amount of 3,000,000 shares of the Company’s common stock less the total number of shares of the Company’s common stock actually purchased by the underwriters in the Offering pursuant to their option to purchase an additional 3,000,000 shares. These shares of the Company’s common stock, if any, are payable to CBS at the end of a 30-day period in which the underwriters may exercise this option.

During 2013, CBS submitted a private letter ruling request with the Internal Revenue Service (“IRS”) to qualify the Company as a real estate investment trust (“REIT”). If the ruling is granted, the Company intends to elect the status of and qualify to be taxed as a REIT under the Internal Revenue Code of 1986 (the “Code”), after the Company’s separation from CBS. CBS has been advised by the IRS that the IRS has decided to study the current legal standards it uses to define “real estate” for purposes of the REIT provisions of the Code.

CBS has advised the Company that it currently intends to dispose of all of the shares of Outfront Media Inc. common stock that it indirectly will own upon the completion of the Offering through a tax-free split-off (the “split-off”) pursuant to which CBS will offer its stockholders the option to exchange their shares of CBS common stock for shares of Outfront Media Inc. common stock in an exchange offer. If CBS does not proceed with the split-off, it could elect to dispose of Outfront Media Inc. common stock in a number of different types of transactions, including open market sales, sales to one or more third parties or pro rata distributions of Outfront Media Inc. shares to CBS’s stockholders or a combination of these transactions. All of these actions are subject to customary approvals, and there are no assurances that such transactions will be completed.

Basis of Presentation—The accompanying combined consolidated financial statements are presented on a “carve-out” basis from CBS’s consolidated financial statements based on the historical results of operations, cash flows, assets and liabilities attributable to its Outdoor Americas operating segment. CBS provides the Company with certain services, such as insurance and support for technology systems, and also provides benefits to the Company’s employees, including certain postemployment benefits, medical, dental, life and disability insurance and

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

participation in a 401(k) savings plan. Charges for these services and benefits are reflected in the combined consolidated financial statements based on the specific identification of costs, assets and liabilities. These financial statements also include allocations of centralized corporate expenses from CBS for services, such as tax, internal audit, cash management and other services. These expenses were determined based on various allocation methods, including factors such as headcount, time and effort spent on matters relating to the Company, and the number of CBS operating entities benefiting from such services. In addition, the Company’s income tax provision and related tax accounts are presented as if these amounts were calculated on a separate tax return basis. Management believes that the assumptions and estimates used in preparation of the underlying combined consolidated financial statements are reasonable. However, the combined consolidated financial statements herein do not necessarily reflect what the Company’s financial position, results of operations or cash flows would have been if the Company had been a stand-alone company during the periods presented. As a result, historical financial information is not necessarily indicative of the Company’s future results of operations, financial position or cash flows.

We have revised the previously reported condensed consolidated Statement of Cash Flows for the years ended December 31, 2013, 2012 and 2011. Historically, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $2.7 million for the year ended December 31, 2013, and decreased Net cash used in investing activities and decreased Net cash provided by operating activities by $5.4 million, and $2.0 million for the years ended December 31, 2012 and 2011, respectively. We do not believe that these misclassifications were material to the previously reported interim or annual financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders’ Equity.

2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates—The preparation of the Company’s combined consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the amounts reported in the combined consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Cash and Cash Equivalents—Cash and cash equivalents consist of cash on hand and short-term (maturities of three months or less at the date of purchase) highly liquid investments. Prior to the Formation Borrowings (See Note 14), the Company carried minimal cash on hand as it participated in CBS’s centralized cash management system. On January 31, 2014, at the time of the Formation Borrowings, such participation ceased.

Receivables—Receivables consist primarily of trade receivables from customers, net of advertising agency commissions, and are stated net of an allowance for doubtful accounts. The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, as well as recent payment history for specific customers.

Property and Equipment—Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Buildings and improvements	20 to 40 years
Advertising structures	5 to 20 years
Furniture, equipment and other	3 to 10 years

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

For advertising structures associated with a contract, the assets are depreciated over the shorter of the contract term or useful life. Maintenance and repair costs to maintain property and equipment in their original operating condition are charged to expense as incurred. Improvements or additions that extend the useful life of the assets are capitalized. When an asset is retired or otherwise disposed of, the associated cost and accumulated depreciation are removed and the resulting gain or loss is recognized.

Business Combinations and Asset Acquisitions—The Company routinely acquires out-of-home advertising assets, including advertising structures and permits and leasehold agreements. The Company determines the accounting for these transactions by first evaluating whether the assets acquired and liabilities assumed, if any, constitute a business using the guidelines in the Financial Accounting Standards Board (“FASB”) guidance for business combinations. If the assets acquired and liabilities assumed constitute a business, the purchase price is allocated to the tangible and identifiable intangible net assets acquired based on their estimated fair values with the excess of the purchase price over those estimated fair values recorded as goodwill. If the acquired assets do not constitute a business, the Company allocates the purchase price to the individual tangible and intangible assets acquired based on their relative fair values.

Impairment of Long-Lived Assets—Long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the respective asset’s carrying value. The amount of impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset and recognized as a noncash charge.

Goodwill and Intangible Assets—Goodwill is allocated to various reporting units. Each of the Company’s segments consists of two reporting units. Intangible assets, which primarily consist of acquired permits and leasehold agreements and franchise agreements, are amortized by the straight-line method over their estimated useful lives, which range from five to 40 years. Goodwill is not amortized but is tested at the reporting-unit level annually for impairment and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. If the carrying value of goodwill exceeds its fair value, an impairment loss is recognized as a noncash charge.

Revenue Recognition—The Company’s revenues are primarily derived from providing space on advertising displays for local, regional and national advertisements. Contracts with customers generally cover periods ranging from four weeks to twelve months and are generally billed every four weeks. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit and other revenues are recognized as earned, which is typically ratably over the contract period. For space provided to advertisers through the use of an advertising agency whose commission is calculated based on a stated percentage of gross billing revenues, revenues are reported net of agency commissions.

Deferred revenues primarily consist of revenues paid in advance of being earned.

Revenues derived from a single contract that contains multiple site locations are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.

Concentration of Credit Risk—In the opinion of management, credit risk is limited due to the large number of customers and advertising agencies utilized. The Company performs credit evaluations on its customers and agencies and believes that the allowances for doubtful accounts are adequate.

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

Billboard Property Lease and Transit Franchise Expenses—The Company’s billboards are primarily located on leased real property. Lease agreements are negotiated for varying terms ranging from one month to multiple years, most of which provide renewal options. Lease costs consist of a fixed monthly amount and certain lease agreements also include contingent rent based on the revenues the Company generates from the leased site. Property leases are generally paid in advance for periods ranging from one to twelve months. The fixed component of lease costs is expensed evenly over the contract term, and contingent rent is expensed as it becomes probable, which is consistent with when the related revenues are recognized.

Transit franchise agreements generally provide for payment to the municipality or transit operator of the greater of a percentage of the revenues that the Company generates under the related transit contract and a specified guaranteed minimum payment. The costs which are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and the minimum guarantee is expensed over the contract term.

Direct Lease Acquisition Costs—Variable commissions directly associated with billboard revenues are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year. Amortization of direct lease acquisition costs is presented within amortization expense in the accompanying Combined Consolidated Statements of Operations.

Foreign Currency Translation and Transactions—The assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while results of operations are translated at average exchange rates for the respective periods. The resulting translation gains and losses are included as a component of invested equity in accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in “Other income (expense), net” in the Combined Consolidated Statements of Operations.

Income Taxes—Income taxes are accounted for under the asset and liability method of accounting. Deferred income tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s effective tax rate represents federal, state, local and foreign taxes, each calculated separately based on each jurisdiction’s earnings before income taxes and equity in earnings of investee companies.

The Company’s income taxes as presented herein, including the provision for income taxes, deferred tax assets and liabilities, and income tax payments are calculated on a separate tax return basis, even though the Company’s U.S. operating results are included in the consolidated federal, and certain state and local income tax returns of CBS. CBS manages its tax position for the benefit of the entire portfolio of its businesses and, as such, the assumptions, methodologies and calculations made for purposes of determining the Company’s tax provision, taxes paid and related tax accounts in the combined consolidated financial statements herein may differ from those made by CBS and, in addition, are not necessarily reflective of the tax strategies that the Company would have followed as a separate stand-alone company.

Asset Retirement Obligation—An asset retirement obligation is established for the estimated future obligation, upon termination or nonrenewal of a lease, associated with removing structures from the leased property and, when required by the contract, the cost to return the leased property to its original condition. These obligations are recorded at their present value in the period in which the liability is incurred and are capitalized as part of the related assets’ carrying value. Accretion of the liability is recognized in operating expenses and the capitalized cost is depreciated over the expected useful life of the related asset.

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

Stock-based Compensation—CBS issued stock options and restricted stock units (“RSUs”) for CBS Class B Common Stock to certain employees of the Company under its equity incentive plans. CBS measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the vesting period during which an employee is required to provide service in exchange for the award.

Subsequent Events—The Company performed an evaluation of subsequent events through February 18, 2014, which is the date the financial statements were available to be issued.

Adoption of New Accounting Standards

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

During 2013, the Company adopted the FASB guidance that requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income (See Note 8).

Fair Value Measurements

During 2012, the Company adopted the FASB amended guidance which clarifies the FASB’s intent about the application of existing fair value measurement requirements and changes in certain principles and requirements for measuring fair value and for disclosing information about fair value measurements. The adoption of this guidance did not have a material effect on the Company’s combined consolidated financial statements.

Recent Pronouncements

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

In July 2013, the FASB issued guidance on the presentation of the reserve for uncertain tax positions when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires the reserve for uncertain tax positions to be presented in the financial statements as a reduction to the deferred tax asset for a tax loss or other tax carryforward that would be applied in the settlement of the uncertain tax position. This guidance, which is effective for interim and annual reporting periods beginning after December 15, 2013, will not have a material effect on the Company’s combined consolidated financial statements.

Obligations Resulting from Joint and Several Liability Arrangements

In February 2013, the FASB issued guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Under this guidance, the Company is required to measure its obligations under such arrangements as the sum of the amount it agreed to pay in the arrangement among its co-obligors and any additional amount the Company expects to pay on behalf of its co-obligors. The Company is also required to disclose the nature and amount of the obligation. This guidance, which is effective for interim and annual reporting periods beginning after December 15, 2013, will not have a material effect on the Company’s combined consolidated financial statements.

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

3) PROPERTY AND EQUIPMENT

The table below presents the balances of major classes of assets and accumulated depreciation.

At December 31,	2013		2012
Land	$	88.6	$	87.8
Buildings and improvements		45.0		45.7
Advertising structures		1,662.3		1,655.9
Furniture, equipment and other		77.2		76.3
Construction in progress		18.9		13.5
		1,892.0		1,879.2
Less accumulated depreciation		1,136.6		1,071.3
Property and equipment, net	$	755.4	$	807.9

Depreciation expense was $104.5 million, $105.9 million and $109.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

4) GOODWILL AND OTHER INTANGIBLE ASSETS

For the years ended December 31, 2013 and 2012, the changes in the book value of goodwill by segment were as follows:

	United States			International			Total
At December 31, 2011	$	1,758.0		$	114.3		$	1,872.3
Currency translation adjustments		—			4.9			4.9
At December 31, 2012		1,758.0			119.2			1,877.2
Currency translation adjustments		—			(5.1	)		(5.1	)
Dispositions		(6.4	)		—			(6.4	)
At December 31, 2013	$	1,751.6		$	114.1		$	1,865.7

The balance in the Company’s United States segment is net of accumulated impairments of $7.19 billion at December 31, 2013 and $7.22 billion at both December 31, 2012 and 2011, which were incurred prior to 2009.

The balance in the Company’s International segment is net of accumulated impairments of $489.2 million at December 31, 2013, 2012 and 2011, which were incurred prior to 2009.

The Company’s identifiable intangible assets primarily consist of acquired permits and leasehold agreements and franchise agreements which grant the Company the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

The Company’s identifiable intangible assets consist of the following:

At December 31, 2013	Gross		Accumulated Amortization			Net
Permits and leasehold agreements	$	880.6	$	(659.0	)	$	221.6
Franchise agreements		462.4		(320.7	)		141.7
Other intangible assets		2.1		(1.0	)		1.1
Total intangible assets	$	1,345.1	$	(980.7	)	$	364.4

At December 31, 2012	Gross		Accumulated Amortization			Net
Permits and leasehold agreements	$	875.7	$	(625.5	)	$	250.2
Franchise agreements		476.9		(309.0	)		167.9
Other intangible assets		15.7		(13.8	)		1.9
Total intangible assets	$	1,368.3	$	(948.3	)	$	420.0

All of the Company’s intangible assets, except goodwill, are subject to amortization. Amortization expense was $91.3 million, $90.9 million and $102.9 million for the years ended December 31, 2013, 2012 and 2011, respectively, which includes the amortization of direct lease acquisition costs of $30.9 million, $31.1 million and $32.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

The Company expects its aggregate annual amortization expense for intangible assets, before considering the impact of future direct lease acquisition costs, for each of the years 2014 through 2018, to be as follows:

	2014		2015		2016		2017		2018
Amortization expense	$	57.1	$	55.2	$	50.1	$	27.9	$	21.0

5) RESTRUCTURING CHARGES

During 2012 and 2011, in efforts to reduce its cost structure, the Company recorded restructuring charges of $2.5 million and $3.0 million, respectively, mainly in the United States segment. The charges principally reflected severance costs associated with the elimination of positions. At December 31, 2013, all of the restructuring reserves were fully utilized and at December 31, 2012, $1.1 million of the restructuring reserves were remaining.

6) ASSET RETIREMENT OBLIGATION

The following table sets forth the change in the asset retirement obligations associated with the Company’s advertising structures located on leased properties. The obligation is calculated based on the assumption that all of the Company’s advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or nonrenewal of its leases are consistent with the

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

Company’s historical experience. During the last several years, the Company has primarily invested in upgrading certain of its existing structures to digital formats and therefore has not had significant additions to its portfolio of properties.

At December 31, 2011	$	29.3
Accretion expense		1.8
Liabilities settled		(1.0	)
Foreign currency translation adjustments		0.5
At December 31, 2012		30.6
Accretion expense		2.2
Liabilities settled		(0.9	)
Foreign currency translation adjustments		(0.2	)
At December 31, 2013	$	31.7

7) RELATED PARTY TRANSACTIONS

CBS Corporation. The Company is indirectly wholly owned by CBS. CBS provides the Company with certain services, such as insurance and support for technology systems, and also provides benefits to the Company’s employees, including certain postemployment benefits, medical, dental, life and disability insurance and participation in a 401(k) savings plan. Charges for these services and benefits are reflected in the combined consolidated financial statements based on the specific identification of costs, assets and liabilities. These financial statements also include allocations of centralized corporate expenses from CBS for services, such as tax, internal audit, cash management and other services. These expenses were determined based on various allocation methods, including factors such as headcount, time and effort spent on matters relating to the Company, and the number of CBS operating entities benefiting from such services. Charges for these services and benefits have been included in selling, general and administrative expenses in the accompanying Combined Consolidated Statements of Operations and totaled $60.9 million, $47.7 million and $46.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. For 2013, these charges also included professional fees associated with matters related to the Company’s election and qualification to be taxed as a REIT and costs related to the Company’s preparation to operate as a stand-alone public company. Management believes that the assumptions and estimates used to allocate these expenses are reasonable. However, the Company’s expenses as a stand-alone company may be different from those reflected in the Combined Consolidated Statements of Operations.

Prior to the Formation Borrowings in January 2014, the Company participated in CBS’s centralized cash management system. Under this system, on a daily basis, any excess cash the Company generated was automatically transferred to CBS and any additional daily cash flow needs were funded by CBS. In conjunction therewith, the intercompany transactions between the Company and CBS have been considered to be effectively settled in cash in these financial statements. The net effect of the settlement of these intercompany transactions, in addition to cash transfers to and from CBS, are reflected in “Net cash distribution to CBS” on the Combined Consolidated Statements of Cash Flows and “Net distribution to CBS” on the Combined Consolidated Statements of Invested Equity. The amounts on these financial statement line items differ due to noncash transactions, such as stock-based compensation expense. On January 31, 2014, at the time of the Formation Borrowings, (See Note 14) the Company’s participation in CBS’s centralized cash management system ceased.

CBS manages its long-term debt obligations based on the needs of its entire portfolio of businesses. Long-term debt of CBS and related interest expense are not allocated to the Company as none of CBS’s debt is directly attributable to the Company.

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

For advertising spending placed by CBS and its subsidiaries, the Company recognized total revenues of $14.9 million, $16.6 million and $20.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Other Related Parties. The Company has a 50% ownership interest in two joint ventures that operate transit shelters in Los Angeles and Vancouver. These ventures are accounted for as equity investments. At December 31, 2013 and 2012, these investments totaled $24.1 million and $11.3 million, respectively, and are included in “Other assets” on the Combined Consolidated Balance Sheets. The Company provides management services to these joint ventures. Management fees earned from these joint ventures were immaterial for all periods presented.

In 2013, the Company sold 50% of its transit shelter operations in Los Angeles for $17.5 million. The Company and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture that the Company and buyer own together. This transaction resulted in a gain of $17.5 million in 2013.

Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $9.3 million, $9.4 million and $11.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

8) ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table presents the changes in the components of accumulated other comprehensive income (loss).

	Cumulative Translation Adjustments			Net Actuarial Gain (Loss)			Accumulated Other Comprehensive Income (Loss)
At December 31, 2010	$	(51.0	)	$	(7.1	)	$	(58.1	)
Other comprehensive loss		(14.3	)		(3.2	)		(17.5	)
At December 31, 2011		(65.3	)		(10.3	)		(75.6	)
Other comprehensive income (loss)		11.0			(1.4	)		9.6
At December 31, 2012		(54.3	)		(11.7	)		(66.0	)
Other comprehensive income (loss) before reclassifications		(14.9	)		5.2			(9.7	)
Amortization of actuarial losses reclassified to net income(a)		—			0.6			0.6
Other comprehensive income (loss)		(14.9	)		5.8			(9.1	)
At December 31, 2013	$	(69.2	)	$	(5.9	)	$	(75.1	)

(a) See Note 11 for additional details of items reclassified from accumulated other comprehensive income to net income.

Net actuarial gain (loss) included in other comprehensive income (loss) is net of a tax expense of $3.3 million for the year ended December 31, 2013, and net of a tax benefit of $.3 million and $2.9 million for the years ended December 31, 2012 and 2011, respectively.

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

9) STOCK-BASED COMPENSATION

Certain of the Company’s employees were granted awards of RSUs and stock options for CBS Class B Common Stock under the CBS equity incentive plans. These awards include an annual grant to certain management employees as well as annual grants under the CBS Fund the Future Program to substantially all of the Company’s U.S. employees. At the time of the Offering, outstanding RSUs for CBS Class B Common Stock held by the Company’s employees will be converted into RSUs for shares of the Company. The fair value of the converted RSUs will equal the fair value of the RSU awards for CBS common stock at the time of conversion.

The following table summarizes the Company’s stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011.

Year Ended December 31,	2013			2012			2011
RSUs	$	6.8		$	5.2		$	4.7
Stock options		0.7			0.5			0.3
Stock-based compensation expense, before income taxes		7.5			5.7			5.0
Tax benefit		(3.0	)		(2.3	)		(2.0	)
Stock-based compensation expense, net of tax	$	4.5		$	3.4		$	3.0

RSUs

Compensation expense for RSUs is determined based upon the market price of the CBS shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three- to four-year service period. For certain RSU awards the number of shares an employee earns is based on the outcome of performance conditions. Compensation expense is recorded based on the probable outcome of the performance condition. Forfeitures for RSUs are estimated on the date of grant based on historical forfeiture rates. On an annual basis, adjustments are made to compensation expense based on actual forfeitures and the forfeiture rates are revised as necessary.

The total fair value of RSUs that vested during 2013, 2012 and 2011 was $16.4 million, $11.4 million and $10.1 million, respectively. Total unrecognized compensation cost related to non-vested RSUs at December 31, 2013 was $9.7 million, which is expected to be recognized over a weighted average period of 2.3 years.

The following table summarizes the activity of CBS’s RSUs issued to employees of the Company.

	RSUs			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2012		665,282		$	19.65
Granted		190,484		$	47.26
Vested		(366,273	)	$	17.43
Forfeited		(17,003	)	$	31.06
Non-vested at December 31, 2013		472,490		$	32.09

Stock Options

Stock options vest over a four-year service period and expire eight years from the date of grant. Forfeitures are estimated on the date of grant based on historical forfeiture rates. On an annual basis, adjustments are made to compensation expense based on actual forfeitures and the forfeiture rates are revised as necessary.

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

The weighted average fair value of stock options as of the grant date was $14.04, $8.83 and $7.59 in 2013, 2012 and 2011, respectively. Compensation expense for stock options is determined based on the grant date fair value of the award using the Black-Scholes options-pricing model with the following weighted average assumptions:

	2013			2012			2011
Expected dividend yield		1.38	%		2.00	%		2.00	%
Expected stock price volatility		35.00	%		40.20	%		41.16	%
Risk-free interest rate		1.20	%		1.01	%		2.34	%
Expected term of options (years)		5.00			5.02			5.06

The expected stock price volatility is determined using a weighted average of historical volatility for CBS Class B Common Stock and implied volatility of publicly traded options to purchase CBS Class B Common Stock. Given the existence of an actively traded market for CBS options, the Company was able to derive implied volatility using publicly traded options to purchase CBS Class B Common Stock that were trading near the grant date of the employee stock options at a similar exercise price and a remaining term of greater than one year.

The risk-free interest rate is based on a U.S. Treasury rate in effect on the date of grant with a term equal to the expected life. The expected term is determined based on historical employee exercise and post-vesting termination behavior. The expected dividend yield represents the future expectation of the dividend yield based on current rates and historical patterns of dividend changes.

Total unrecognized compensation cost related to non-vested stock option awards at December 31, 2013 was $1.7 million, which is expected to be recognized over a weighted average period of 3.0 years.

The following table summarizes the Company’s stock option activity under the CBS equity incentive plans.

	Stock Options			Weighted Average Exercise Price
Outstanding at December 31, 2012		584,494		$	22.01
Granted		101,611		$	49.64
Exercised		(213,102	)	$	18.88
Forfeited or Expired		(73,422	)	$	29.69
Outstanding at December 31, 2013		399,581		$	29.30
Exercisable at December 31, 2013		184,215		$	21.41

The following table summarizes other information relating to stock option exercises during the years ended December 31, 2013, 2012 and 2011.

Year Ended December 31,	2013		2012		2011
Cash paid to CBS by employees of the Company for stock option exercises	$	4.0	$	6.5	$	0.8
Tax benefit of stock option exercises	$	2.5	$	0.8	$	0.9
Intrinsic value of stock option exercises	$	6.1	$	1.9	$	2.1

F-48

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

The following table summarizes information concerning outstanding and exercisable stock options to purchase CBS Class B Common Stock under the CBS equity incentive plans at December 31, 2013.

	Outstanding						Exercisable
Range of Exercise Price	Number of Options		Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
$5 to 9.99		47,081		3.15	$	5.20		47,081	$	5.20
$10 to 19.99		42,036		4.16	$	13.43		16,179	$	13.43
$20 to 29.99		154,985		4.22	$	26.99		67,087	$	27.00
$30 to 39.99		53,868		0.18	$	31.03		53,868	$	31.03
$40 to 49.99		53,592		7.12	$	43.21		—	$	—
$50 to 59.99		48,019		7.72	$	56.81		—	$	—
		399,581						184,215

Stock options outstanding at December 31, 2013 have a weighted average remaining contractual life of 4.35 years and the total intrinsic value for “in-the-money” options, based on the closing stock price of CBS Class B Common Stock of $63.74, was $13.8 million. Stock options exercisable at December 31, 2013 have a weighted average remaining contractual life of 2.03 years and the total intrinsic value for “in-the-money” exercisable options was $7.8 million.

10) INCOME TAXES

The Company’s U.S. operating results have been included in consolidated federal, and certain state and local income tax returns filed by CBS. The income tax expense reflected in the Combined Consolidated Statements of Operations, deferred tax assets and liabilities included in the Combined Consolidated Balance Sheets and income tax payments reflected in the Combined Consolidated Statements of Cash Flows have been prepared as if these amounts were calculated on a separate tax return basis for the Company. Management believes that the assumptions and estimates used to determine these tax amounts are reasonable. However, the combined consolidated financial statements herein may not necessarily reflect the Company’s income tax expense or tax payments in the future, or what its tax amounts would have been if the Company had been a stand-alone company during the periods presented.

Cash paid for income taxes was assumed to be $112.8 million, $96.5 million and $50.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The U.S. and foreign components of income before income taxes and equity in earnings of investee companies were as follows:

Year Ended December 31,	2013			2012			2011
United States	$	239.8		$	201.9		$	178.6
Foreign		(2.2	)		(1.7	)		14.6
Total	$	237.6		$	200.2		$	193.2

F-49

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

The components of the provision for income taxes are as follows:

Year Ended December 31,	2013			2012			2011
Current:
Federal	$	85.1		$	71.8		$	32.5
State and local		21.8			18.9			10.5
Foreign		5.2			4.9			12.0
		112.1			95.6			55.0
Deferred		(15.5	)		(6.6	)		32.8
Provision for income taxes	$	96.6		$	89.0		$	87.8

The difference between income taxes expected at the U.S. federal statutory income tax rate of 35% and the provision for income taxes is summarized as follows:

Year Ended December 31,	2013		2012		2011
Taxes on income at U.S. statutory rate	$	83.2	$	70.1	$	67.6
State and local taxes, net of federal tax benefit		7.6		13.4		13.1
Effect of foreign operations		4.0		2.2		3.4
Audit settlements		—		—		3.8
Other, net (a)		1.8		3.3		(0.1	)
Provision for income taxes	$	96.6	$	89.0	$	87.8

(a) For 2012, other primarily reflects a charge related to the Company’s domestic production deduction.

The following table is a summary of the components of deferred income tax assets and liabilities.

At December 31,	2013			2012
Deferred income tax assets:
Provision for expenses and losses	$	31.3		$	35.4
Postretirement and other employee benefits		9.9			12.7
Tax credit and loss carryforwards		14.6			13.7
Other		0.1			1.9
Total deferred income tax assets		55.9			63.7
Valuation allowance		(10.1	)		(8.0	)
Deferred income tax assets, net		45.8			55.7
Deferred income tax liabilities:
Property, equipment and intangible assets		(309.3	)		(340.5	)
Other		(0.5	)		—
Total deferred income tax liabilities		(309.8	)		(340.5	)
Deferred income tax liabilities, net	$	(264.0	)	$	(284.8	)

At December 31, 2012, $2.9 million of noncurrent deferred tax assets was included in “Other assets” on the Combined Consolidated Balance Sheet.

F-50

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

At December 31, 2013, the Company had net operating loss carryforwards for federal, state and local, and foreign jurisdictions of $47.2 million. Approximately $22.0 million of these losses may be carried forward indefinitely, subject to limitations imposed by local tax laws. The remaining net operating losses expire in various years from 2014 through 2027.

The 2013 and 2012 deferred income tax assets were reduced by a valuation allowance of $10.1 million and $8.0 million, respectively, principally relating to income tax benefits from net operating losses which are not expected to be realized.

The Company’s international operations have generated cumulative losses, and, therefore have no unremitted earnings.

The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.

At January 1, 2011	$	1.9
Additions for current year tax positions		3.5
At December 31, 2011		5.4
Additions for current year tax positions		3.8
Reductions for prior year tax positions		(4.3	)
At December 31, 2012		4.9
Additions for current year tax positions		0.2
Reductions for prior year tax positions		(1.1	)
At December 31, 2013	$	4.0

The reserve for uncertain tax positions of $4.0 million at December 31, 2013 includes $3.4 million which would affect the Company’s effective income tax rate if and when recognized in future years.

The Company recognizes interest and penalty charges related to the reserve for uncertain tax positions as part of income tax expense. These charges were not material for any of the periods presented.

11) RETIREMENT BENEFITS

The Company sponsors two defined benefit pension plans covering specific groups of employees in Canada and the United States. The benefits for the pension plan in Canada are based primarily on an employee’s years of service and average pay near retirement. Participating employees in this plan are vested after two years of service or immediately, depending on the province of their employment. The Company funds this plan in accordance with the rules and regulations of the Pension Benefits Act of the Province of Ontario, Canada. Plan assets consist principally of equity securities, corporate bonds and government related securities included in a master trust. The pension plan in the United States covers a small number of hourly employees of the Company. The investments of the pension plan in the United States consist entirely of the plan’s interest in a master trust, which invests the assets of this plan as well as several other defined benefit plans sponsored by CBS. The plan’s interest in the master trust is less than one percent. The plan is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended.

The Company uses a December 31 measurement date for all pension plans.

F-51

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

The following table sets forth the change in benefit obligation for the Company’s pension plans.

	2013			2012
Change in benefit obligation:
Benefit obligation, beginning of year	$	52.7		$	46.8
Service cost		1.7			1.5
Interest cost		2.0			2.2
Actuarial (gain) loss		(5.1	)		2.7
Benefits paid		(1.6	)		(2.2	)
Cumulative translation adjustments		(3.7	)		1.7
Benefit obligation, end of year	$	46.0		$	52.7

The following table sets forth the change in plan assets for the Company’s pension plans.

	2013			2012
Change in plan assets:
Fair value of plan assets, beginning of year	$	40.1		$	34.2
Actual return on plan assets		4.5			2.8
Employer contributions		3.8			4.1
Benefits paid		(1.6	)		(2.2	)
Cumulative translation adjustments		(3.1	)		1.2
Fair value of plan assets, end of year	$	43.7		$	40.1

The funded status of pension benefit obligations and the related amounts recognized on the Combined Consolidated Balance Sheets were as follows:

At December 31,	2013			2012
Funded status, end of year	$	(2.3	)	$	(12.6	)
Amounts recognized on Combined Consolidated Balance Sheets:
Other noncurrent liabilities	$	(2.3	)	$	(12.6	)
Net amounts recognized	$	(2.3	)	$	(12.6	)

The following amounts were recognized in accumulated other comprehensive loss on the Combined Consolidated Balance Sheets.

At December 31,	2013			2012
Net actuarial loss	$	(10.2	)	$	(19.3	)
Deferred income taxes		4.3			7.6
Net amount recognized in accumulated other comprehensive loss	$	(5.9	)	$	(11.7	)

F-52

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

The accumulated benefit obligation for the defined benefit pension plans was $41.6 million and $46.5 million at December 31, 2013 and 2012, respectively.

The information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below.

At December 31,	2013		2012
Projected benefit obligation	$	2.0	$	52.7
Accumulated benefit obligation	$	1.9	$	46.5
Fair value of plan assets	$	1.8	$	40.1

For the Company’s pension plan in Canada, the fair value of plan assets exceeded the accumulated benefit obligation at December 31, 2013.

The following tables present the components of net periodic pension cost and amounts recognized in other comprehensive income (loss).

Year Ended December 31,	2013			2012			2011
Components of net periodic pension cost:
Service cost	$	1.7		$	1.5		$	1.3
Interest cost		2.0			2.2			2.2
Expected return on plan assets		(2.4	)		(2.1	)		(2.2	)
Amortization of actuarial losses		1.0			0.9			0.4
Net periodic pension cost	$	2.3		$	2.5		$	1.7

Year Ended December 31,	2013
Other comprehensive income (loss):
Actuarial gains	$	7.2
Amortization of actuarial losses(a)		1.0
Cumulative translation adjustments		0.9
		9.1
Deferred income taxes		(3.3	)
Recognized in other comprehensive loss, net of tax	$	5.8

(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

F-53

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

Estimated net actuarial losses related to the defined benefit pension plans of approximately $.4 million, will be amortized from accumulated other comprehensive loss into net periodic pension costs in 2014.

	2013			2012
Weighted average assumptions used to determine benefit obligations at December 31:
Discount rate		5.0	%		4.0	%
Rate of compensation increase		3.0	%		3.0	%
Weighted average assumptions used to determine net periodic cost for the year ended December 31:
Discount rate		4.0	%		4.5	%
Expected long-term return on plan assets		6.0	%		6.2	%
Rate of compensation increase		3.0	%		3.0	%

For each pension plan, the discount rate is determined based on the yield on portfolios of high quality bonds, constructed to provide cash flows necessary to meet the expected future benefit payments, as determined for the projected benefit obligation. The expected return on plan assets assumption was derived using the current and expected asset allocation of the pension plan assets and considering historical as well as expected returns on various classes of plan assets.

Plan Assets

The Company’s plan assets are included in a master trust in Canada and a master trust in the United States, both administered by CBS. The asset allocations of these master trusts are based upon an analysis of the timing and amount of projected benefit payments, projected company contributions, the expected returns and risk of the asset classes and the correlation of those returns. At December 31, 2013, the Company invested approximately 40% in fixed income instruments, 54% in equity instruments, and the remainder in cash, cash equivalents and other investments.

The following tables set forth the Company’s pension plan assets measured at fair value on a recurring basis at December 31, 2013 and 2012. These assets have been categorized according to the three-level fair value hierarchy established by the FASB which prioritizes the inputs used in measuring fair value. Level 1 is based on quoted prices for the asset in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset in inactive markets or quoted prices for similar assets. Level 3 is based on unobservable inputs that market participants would use in pricing the asset.

At December 31, 2013	Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	$	—	$	2.6	$	—	$	2.6
Fixed income securities:
Government related securities		1.4		6.3		—		7.7
Corporate bonds(b)		—		9.6		—		9.6
Equity securities:(c)
U.S. equity		4.9		2.6		—		7.5
International equity		—		16.2		—		16.2
Other		—		0.1		—		0.1
Total assets	$	6.3	$	37.4	$	—	$	43.7

F-54

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

At December 31, 2012	Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	$	0.1	$	1.9	$	—	$	2.0
Fixed income securities:
Government related securities		2.1		6.8		—		8.9
Corporate bonds(b)		—		9.1		—		9.1
Equity securities:(c)
U.S. equity		3.8		2.0		—		5.8
International equity		—		14.2		—		14.2
Other		—		0.1		—		0.1
Total assets	$	6.0	$	34.1	$	—	$	40.1

(a) Assets categorized as Level 2 reflect investments in money market funds.

(b) Securities of diverse industries, substantially all investment grade.

(c) Assets categorized as Level 2 reflect investments in common collective funds.

Money market investments are carried at amortized cost which approximates fair value due to the short-term maturity of these investments. Investments in equity securities are reported at fair value based on quoted market prices on national security exchanges. The fair value of investments in common collective funds are determined using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by the number of outstanding units. The fair value of government related securities and corporate bonds is determined based on quoted market prices on national security exchanges, when available, or using valuation models which incorporate certain other observable inputs including recent trading activity for comparable securities and broker-quoted prices.

Future Benefit Payments

The estimated future benefit payments for pension plans are as follows:

2014	2015		2016		2017		2018		2019-2023
$1.3	$	1.3	$	1.4	$	1.5	$	1.7	$	13.1

The Company expects to contribute $4.1 million to its pension plans in 2014.

Multiemployer Pension and Postretirement Benefit Plans

The Company contributes to multiemployer plans that provide pension and other postretirement benefits to certain employees under collective bargaining agreements. Contributions to these plans were $1.6 million, $1.7 million and $1.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. Based on the Company’s contributions to each individual multiemployer plan relative to the total contributions of all participating employers in such plan, no multiemployer plan was deemed to be individually significant to the Company.

F-55

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

Defined Contribution Plans

CBS sponsors defined contribution plans in which substantially all employees of the Company meeting eligibility requirements may participate. Employer contributions to such plans were $3.7 million, $3.4 million and $3.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. On January 1, 2014, the account balances for the Company’s employees were transferred to a defined contribution plan sponsored by the Company.

12) COMMITMENTS AND CONTINGENCIES

The Company’s commitments not recorded on the Combined Consolidated Balance Sheets primarily consist of operating lease arrangements and guaranteed minimum franchise payments. These arrangements result from the Company’s normal course of business and represent obligations that are payable over several years.

The Company has long-term operating leases for billboard sites, office space and equipment, which expire at various dates. Certain leases contain renewal and escalation clauses.

The Company has agreements with municipalities and transit operators which entitle it to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

At December 31, 2013, minimum rental payments under noncancellable operating leases with terms in excess of one year and guaranteed minimum franchise payments are as follows:

	Operating Leases		Guaranteed Minimum Franchise Payments
2014	$	89.7	$	150.8
2015		84.2		97.2
2016		73.0		22.7
2017		59.8		14.7
2018		51.8		7.2
2019 and thereafter		315.5		38.7
Total minimum payments	$	674.0	$	331.3

Rent expense was $292.0 million in 2013, $283.2 million in 2012 and $279.3 million in 2011, including contingent rent amounts of $35.7 million in 2013, $28.6 million in 2012 and $24.7 million in 2011. Rent expense is primarily reflected in operating expenses on the Combined Consolidated Statements of Operations and includes rent on cancellable leases and leases with terms under one year, as well as contingent rent, none of which are included in the operating lease commitments in the table above.

The Company uses letters of credit and surety bonds, which are indemnified by CBS, primarily as security against nonperformance in the normal course of business. At December 31, 2013, the outstanding letters of credit and surety bonds approximated $78.3 million and were not recorded on the Combined Consolidated Balance Sheet.

F-56

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

Legal Matters

On an ongoing basis, the Company is engaged in lawsuits and governmental proceedings and responds to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”) as the outdoor advertising industry is subject to governmental regulation. Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the Company’s opinion, none of its current litigation is expected to have a material adverse effect on the Company’s results of operations, financial position or cash flows.

13) SEGMENT INFORMATION

The following tables set forth the Company’s financial performance by segment. The Company manages its operations through two segments—United States and International.

Year Ended December 31,	2013		2012		2011
Revenues:
United States	$	1,130.1	$	1,098.6	$	1,051.5
International		163.9		186.0		225.6
Total revenues	$	1,294.0	$	1,284.6	$	1,277.1

The Company presents operating income (loss) before depreciation and amortization (“OIBDA”), net gain (loss) on dispositions, stock-based compensation and restructuring charges (“Adjusted OIBDA”) as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. The Company believes the presentation of Adjusted OIBDA is relevant and useful for users because it allows users to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance.

Year Ended December 31,	2013			2012			2011
Adjusted OIBDA:
United States	$	406.4		$	385.4		$	364.7
International		29.1			30.5			57.2
Corporate		(20.7	)		(7.5	)		(7.6	)
Total Adjusted OIBDA		414.8			408.4			414.3
Restructuring charges		—			(2.5	)		(3.0	)
Net gain (loss) on dispositions		27.3			(2.2	)		(2.0	)
Depreciation		(104.5	)		(105.9	)		(109.0	)
Amortization		(91.3	)		(90.9	)		(102.9	)
Stock-based compensation(a)		(7.5	)		(5.7	)		(5.0	)
Operating income		238.8			201.2			192.4
Other income (expense), net		(1.2	)		(1.0	)		0.8
Income before income taxes and equity in earnings of investee companies		237.6			200.2			193.2
Provision for income taxes		(96.6	)		(89.0	)		(87.8	)
Equity in earnings of investee companies, net of tax		2.5			2.2			1.7
Net income	$	143.5		$	113.4		$	107.1

F-57

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

(a) Stock-based compensation is classified as a Corporate expense.

Year Ended December 31,	2013			2012			2011
Operating income (loss):
United States	$	267.1		$	216.4		$	192.2
International		(0.1	)		(2.0	)		12.8
Corporate		(28.2	)		(13.2	)		(12.6	)
Total operating income	$	238.8		$	201.2		$	192.4

Year Ended December 31,	2013		2012		2011
Depreciation and amortization:
United States	$	166.8	$	165.6	$	168.2
International		29.0		31.2		43.7
Total depreciation and amortization	$	195.8	$	196.8	$	211.9

Year Ended December 31,	2013		2012		2011
Capital expenditures:
United States	$	54.1	$	42.5	$	36.8
International		6.8		5.7		6.8
Total capital expenditures	$	60.9	$	48.2	$	43.6

At December 31,	2013		2012
Assets:
United States	$	3,027.6	$	3,114.4
International		327.9		350.5
Total assets	$	3,355.5	$	3,464.9

Year Ended December 31,	2013		2012		2011
Revenues:(a)
United States	$	1,130.1	$	1,098.6	$	1,051.5
Canada		84.7		99.2		138.1
Latin America		79.2		86.8		87.5
Total revenues	$	1,294.0	$	1,284.6	$	1,277.1

(a) Revenues classifications are based on customers’ locations.

At December 31,	2013		2012
Long-lived assets:(a)
United States	$	2,768.5	$	2,782.7
Canada		138.1		193.7
Latin America		107.6		159.3
Total long-lived assets	$	3,014.2	$	3,135.7

(a) Reflects total assets less current assets, investments and noncurrent deferred tax assets.

F-58

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

14) SUBSEQUENT EVENTS

On January 31, 2014, the Company incurred long-term debt of $1.6 billion as follows:

	At January 31, 2014
Term Loan, due 2021, net of discount	$	798.0
5.250% Senior Notes due 2022		400.0
5.625% Senior Notes due 2024		400.0
Total long-term debt	$	1,598.0

On January 31, 2014, Outfront Media Capital LLC (“Capital LLC”) and Outfront Media Capital Corporation (“Finance Corp.”), wholly owned subsidiaries of the Company (collectively, the “Borrowers”), entered into an $800 million Term Loan due 2021 and a $425 million Revolving Credit Facility, which matures in 2019 (the “Senior Credit Facilities”). The Senior Credit Facilities are governed by a credit agreement, dated as of January 31, 2014 (the “Credit Agreement”), among the Borrowers, the Company and the other guarantors from time to time party thereto, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto. On January 31, 2014, the Borrowers borrowed the full amount of the Term Loan and there were no outstanding borrowings under the Revolving Credit Facility at February 18, 2014.

All obligations under the Senior Credit Facilities are unconditionally guaranteed by the Company and its material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. All obligations under the Senior Credit Facilities, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors under the Senior Credit Facilities.

The Term Loan bears interest at a per annum rate equal to 2.25% plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%. The interest rate on the Term Loan was 3.00% per annum at January 31, 2014. Borrowing rates under the Revolving Credit Facility are based on LIBOR plus a margin based on the Company’s consolidated net secured leverage ratio, which is the ratio of (i) the Company’s consolidated secured debt (less up to $150 million of unrestricted cash and cash equivalents) to (ii) the Company’s consolidated EBITDA (as defined in the Credit Agreement). Interest on the Term Loan and Revolving Credit Facility is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The Borrowers pay a commitment fee based on the amount of unused commitments under the Revolving Credit Facility.

The Credit Agreement contains certain customary affirmative and negative covenants, representations and warranties and events of default. The occurrence of an event of default under the Credit Agreement could result in the termination of the commitments under the Revolving Credit Facility and the acceleration of all outstanding borrowings under the Senior Credit Facilities and could cause a cross-default that could result in the acceleration of other indebtedness, including the full principal amount of the Senior Notes. The terms of the Revolving Credit Facility require the Company to maintain a maximum consolidated net secured leverage ratio of 3.50 to 1.00, which will be increased to 4.00 to 1.00 if the Company elects to be taxed as a REIT.

The Borrowers are permitted to prepay amounts outstanding under the Senior Credit Facilities at any time. If a prepayment of the Term Loan is made on or prior to July 31, 2014 as a result of certain refinancing or repricing transactions, the Borrowers will be required to pay a fee equal to 1.00% of the principal amount of the obligations so refinanced or repriced. Subject to certain exceptions (including in certain cases, reinve

F-59

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

stment rights), the Term Loan requires the Borrowers to prepay certain amounts outstanding thereunder with the net cash proceeds of certain asset sales, certain casualty events and certain issuances of debt.

Also on January 31, 2014, the Borrowers issued $400 million aggregate principal amount of 5.250% senior notes due 2022 and $400 million aggregate principal amount of 5.625% senior notes due 2024. The Senior Notes were issued pursuant to an indenture dated as of January 31, 2014 among Capital LLC, Finance Corp., the Company and the other guarantors party thereto from time to time and Deutsche Bank Trust Company Americas, as trustee. The indenture governing the Senior Notes contains certain customary affirmative and negative covenants and events of default. The occurrence of an event of default under the indenture governing the Senior Notes could cause a cross-default that could result in the acceleration of other indebtedness, including all outstanding borrowings under the Senior Credit Facilities. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect subsidiaries that guarantees the Senior Credit Facilities. Interest on the Senior Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2014.

The Borrowers may redeem some or all of the 5.250% senior notes due 2022 and 5.625% senior notes due 2024 at any time, or from time to time, on or after February 15, 2017 and February 15, 2019, respectively, at a premium that will decrease over time, plus accrued and unpaid interest to the date of redemption. Prior to such dates the Borrowers may redeem some or all of such notes subject to payment of a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of each series of Senior Notes with the proceeds of certain equity offerings. In connection with the issuance of the Senior Notes, the Borrowers, the Company and the other guarantors of the Senior Notes entered into a registration rights agreement dated as of January 31, 2014 with the initial purchasers of the Senior Notes (the “Notes Registration Rights Agreement”). Pursuant to the Notes Registration Rights Agreement, the Company and the Borrowers have agreed to use their commercially reasonable best efforts to cause a registration statement to become effective with the SEC relating to an offer to exchange the Senior Notes for registered Senior Notes having substantially identical terms, or in certain cases, to register the Senior Notes for resale. If the Company and the Borrowers are not in timely compliance with their obligations to register or exchange the Senior Notes pursuant to the terms of the Notes Registration Rights Agreement, the Borrowers will be required to pay additional interest to the holders of the Senior Notes under certain circumstances.

As a result of the transactions described above, on January 31, 2014, the Company incurred indebtedness of $1.6 billion, from which the Company received net proceeds of approximately $1.57 billion after deducting bank fees, discounts and commissions incurred in connection therewith. Pursuant to the completion of the CBS reorganization transactions, the Company transferred approximately $1.52 billion of the proceeds to a wholly owned subsidiary of CBS, which is an amount equal to the net proceeds of this indebtedness less $50 million, which remained with the Company to use for corporate purposes and ongoing cash needs.

On January 31, 2014, the Borrowers also entered into a Letter of Credit Facility, pursuant to which the Company may obtain letters of credit from time to time in an aggregate outstanding face amount of up to $80 million. After the first year, the Letter of Credit Facility will automatically extend for successive one-year periods unless either the Borrowers or the issuing bank under it elect not to extend it. The same subsidiaries that guarantee the Senior Credit Facilities guarantee the Letter of Credit Facility, and the Letter of Credit Facility is secured on an equal and ratable basis by liens in the same collateral that secures the Senior Credit Facilities.

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

15) SUBSEQUENT EVENTS (Unaudited)

New Senior Unsecured Notes

On October 1, 2014, the Borrowers issued $150.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 (the “New 2022 Senior Notes”) in a private placement. The New 2022 Senior Notes are of the same class and series as, and otherwise identical to, the 5.250% Senior Unsecured Notes due 2022 that were previously issued by the Borrowers on January 31, 2014 (see Note 8. Long-Term Debt). Interest on the New 2022 Senior Notes is payable on May 15 and November 15 of each year, beginning on November 15, 2014. The New 2022 Senior Notes were issued at a discount of $0.8 million, which we will amortize through Interest expense on the Consolidated Statement of Operations over the life of the New 2022 Senior Notes.

On October 1, 2014, the Borrowers also issued $450.0 million aggregate principal amount of 5.875% Senior Unsecured Notes due 2025 (the “2025 Senior Notes,” together with the “New 2022 Senior Notes,” the “New Senior Notes”) in a private placement. The New Senior Notes are fully and unconditionally guaranteed on

a senior unsecured basis by the Company and each of its direct and indirect wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2025 Senior Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2015.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the New 2022 Senior Notes and on or after September 15, 2019, the Borrowers may redeem at any time, or from time to time, some or all of the 2025 Senior Notes. Prior to such dates, the Borrowers may redeem some or all of the New Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of the New 2022 Senior Notes and prior to September 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes with the proceeds of certain equity offerings.

Pursuant to a registration rights agreement dated October 1, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by October 1, 2015, related to an offer to exchange the New Senior Notes for registered New Senior Notes having substantially identical terms, or, in certain cases, to register the New Senior Notes for resale. If we and the Borrowers do not register or exchange the New Senior Notes pursuant to the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the New Senior Notes under certain circumstances.

On October 1, 2014, we deferred $10.8 million of fees and expenses associated with the New Senior Notes. We will amortize the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of the New Senior Notes. As of September 30, 2014, we had accrued $1.6 million of deferred financing costs associated with the New Senior Notes.

Acquisition

On October 1, 2014, we completed the Acquisition. The Acquisition was funded with the net proceeds from the issuance and sale of the New Senior Notes and cash on hand. The information required to perform the purchase price allocation is not yet available. As a result, the required Accounting Standards Codification 805 disclosures have not been made.

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OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

16) QUARTERLY FINANCIAL DATA (unaudited):

The Company’s revenues and profits experience seasonality due to seasonal advertising patterns and influences on advertising markets. Typically, the Company’s revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers cut back on spending following the holiday shopping season.

2013	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Revenues:
United States	$	245.2		$	285.9		$	296.5		$	302.5		$	1,130.1
International		34.0			46.8			41.7			41.4			163.9
Total revenues	$	279.2		$	332.7		$	338.2		$	343.9		$	1,294.0
Adjusted OIBDA:
United States	$	80.1		$	106.5		$	113.6		$	106.2		$	406.4
International		0.6			11.5			7.9			9.1			29.1
Corporate		(5.3	)		(4.9	)		(5.4	)		(5.1	)		(20.7	)
Total Adjusted OIBDA		75.4			113.1			116.1			110.2			414.8
Net gain (loss) on dispositions		9.8	(a)		(0.1	)		0.1			17.5	(b)		27.3
Depreciation		(26.0	)		(25.9	)		(26.4	)		(26.2	)		(104.5	)
Amortization		(22.9	)		(22.7	)		(22.6	)		(23.1	)		(91.3	)
Stock-based compensation		(1.6	)		(1.6	)		(2.6	)		(1.7	)		(7.5	)
Total operating income	$	34.7		$	62.8		$	64.6		$	76.7		$	238.8
Operating income (loss):
United States	$	48.2		$	65.2		$	72.0		$	81.7		$	267.1
International		(6.6	)		4.1			0.6			1.8			(0.1	)
Corporate		(6.9	)		(6.5	)		(8.0	)		(6.8	)		(28.2	)
Total operating income	$	34.7		$	62.8		$	64.6		$	76.7		$	238.8
Net income	$	19.9		$	36.4		$	37.2		$	50.0		$	143.5

(a) During the first quarter of 2013, the Company exchanged most of its billboards in Salt Lake City for billboards in New Jersey resulting in a gain of $9.8 million.

(b) During the fourth quarter of 2013, the Company sold 50% of its transit shelter operations in Los Angeles, and the Company and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture they own together. This transaction resulted in a gain of $17.5 million.

F-62

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

2012	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Revenues:
United States	$	244.6		$	281.7		$	284.9		$	287.4		$	1,098.6
International		41.3			49.7			46.6			48.4			186.0
Total revenues	$	285.9		$	331.4		$	331.5		$	335.8		$	1,284.6
Adjusted OIBDA:
United States	$	76.7		$	101.9		$	108.1		$	98.7		$	385.4
International		5.9			13.3			11.0			0.3			30.5
Corporate		(1.7	)		(1.6	)		(2.0	)		(2.2	)		(7.5	)
Total Adjusted OIBDA		80.9			113.6			117.1			96.8			408.4
Restructuring charges		—			(0.5	)		(1.9	)		(0.1	)		(2.5	)
Net loss on dispositions		(0.8	)		(0.7	)		(0.3	)		(0.4	)		(2.2	)
Depreciation		(26.5	)		(26.8	)		(26.7	)		(25.9	)		(105.9	)
Amortization		(22.1	)		(22.8	)		(23.0	)		(23.0	)		(90.9	)
Stock-based compensation		(1.3	)		(1.5	)		(1.5	)		(1.4	)		(5.7	)
Total operating income	$	30.2		$	61.3		$	63.7		$	46.0		$	201.2
Operating income (loss):
United States	$	35.1		$	59.3		$	64.5		$	57.5		$	216.4
International		(1.9	)		5.1			2.7			(7.9	)		(2.0	)
Corporate		(3.0	)		(3.1	)		(3.5	)		(3.6	)		(13.2	)
Total operating income	$	30.2		$	61.3		$	63.7		$	46.0		$	201.2
Net income	$	18.7		$	37.2		$	38.7		$	18.8		$	113.4

17) CONDENSED CONSOLIDATING FINANCIAL INFORMATION:

We and our material existing and future direct and indirect 100% owned domestic subsidiaries (except the Borrowers under the Senior Credit Facilities), including Outdoor Inc., Outfront Media LLC, Outfront Media Group LLC, Outfront Media Outernet Inc., Outfront Media Sports Inc. and Outfront Media L.A. Inc., guarantee the obligations under the Term Loan and the Revolving Credit Facility. The Senior Notes and New Senior Notes are fully and unconditionally, and jointly and severally guaranteed on a senior unsecured basis by us and each of our direct and indirect wholly owned domestic subsidiaries that guarantees the Senior Credit Facilities (see Note

F-63

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

14. Subsequent Events and Note 15. Subsequent Events (Unaudited)). The Parent Company and the Subsidiary Issuer were formed in preparation for the split-off. The balances and activity with respect to these entities were minimal prior to our incurrence of indebtedness pursuant to the Senior Credit Facilities and the Senior Notes in January 2014. The following condensed consolidating schedules present financial information on a combined basis in conformity with the SEC’s Regulation S-X, Rule 3-10:

	As of December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	—	$	2.1	$	27.7	$	—		$	29.8
Receivables, less allowances		—		—		146.0		32.8		—			178.8
Other current assets		—		—		89.1		19.5		—			108.6
Total current assets		—		—		237.2		80.0		—			317.2
Property and equipment, net		—		—		628.1		127.3		—			755.4
Goodwill		—		—		1,751.6		114.1		—			1,865.7
Intangible assets		—		—		364.2		0.2		—			364.4
Investment in subsidiaries		—		—		232.9		—		(232.9	)		—
Other assets		—		—		46.5		6.3		—			52.8
Intercompany		—		—		66.0		55.7		(121.7	)		—
Total assets	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5
Total current liabilities	$	—	$	—	$	168.3	$	43.9	$	—		$	212.2
Deferred income tax liabilities, net		—		—		259.4		29.1		—			288.5
Asset retirement obligation		—		—		23.1		8.6		—			31.7
Other liabilities		—		—		65.6		3.1		—			68.7
Intercompany		—		—		55.7		66.0		(121.7	)		—
Total liabilities		—		—		572.1		150.7		(121.7	)		601.1
Total invested equity		—		—		2,754.4		232.9		(232.9	)		2,754.4
Total liabilities and invested equity	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5

F-64

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

	As of December 31, 2012
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	—	$	9.5	$	10.7	$	—		$	20.2
Receivables, less allowances		—		—		138.0		37.1		—			175.1
Other current assets		—		—		98.2		21.5		—			119.7
Total current assets		—		—		245.7		69.3		—			315.0
Property and equipment, net		—		—		655.8		152.1		—			807.9
Goodwill		—		—		1,758.0		119.2		—			1,877.2
Intangible assets		—		—		419.7		0.3		—			420.0
Investment in subsidiaries		—		—		241.0		—		(241.0	)		—
Other assets		—		—		35.2		9.6		—			44.8
Intercompany		—		—		65.8		56.5		(122.3	)		—
Total assets	$	—	$	—	$	3,421.2	$	407.0	$	(363.3	)	$	3,464.9
Total current liabilities	$	—	$	—	$	158.7	$	46.9	$	—		$	205.6
Deferred income tax liabilities, net		—		—		276.8		37.0		—			313.8
Asset retirement obligation		—		—		28.0		2.6		—			30.6
Other liabilities		—		—		57.3		13.7		—			71.0
Intercompany		—		—		56.5		65.8		(122.3	)		—
Total liabilities		—		—		577.3		166.0		(122.3	)		621.0
Total invested equity		—		—		2,843.9		241.0		(241.0	)		2,843.9
Total liabilities and invested equity	$	—	$	—	$	3,421.2	$	407.0	$	(363.3	)	$	3,464.9

F-65

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

	Year Ended December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	796.6		$	129.1		$	—		$	925.7
Transit and other		—		—		333.5			34.8			—			368.3
Total revenues		—		—		1,130.1			163.9			—			1,294.0
Expenses:
Operating		—		—		584.2			102.7			—			686.9
Selling, general and administrative		—		—		167.7			32.1			—			199.8
Net (gain) loss on dispositions		—		—		(27.5	)		0.2			—			(27.3	)
Depreciation		—		—		80.7			23.8			—			104.5
Amortization		—		—		86.1			5.2			—			91.3
Total expenses		—		—		891.2			164.0			—			1,055.2
Operating income		—		—		238.9			(0.1	)		—			238.8
Other income (expenses)		—		—		(0.2	)		(1.0	)		—			(1.2	)
Income before income taxes and equity earnings of investee		—		—		238.7			(1.1	)		—			237.6
Provision for income taxes		—		—		(93.3	)		(3.3	)		—			(96.6	)
Equity in earnings of investee companies, net of tax		—		—		(1.9	)		—			4.4			2.5
Net income	$	—	$	—	$	143.5		$	(4.4	)	$	4.4		$	143.5
Net income	$	—	$	—	$	143.5		$	(4.4	)	$	4.4		$	143.5
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments		—		—		(14.9	)		(14.9	)		14.9			(14.9	)
Net actuarial loss		—		—		5.8			5.6			(5.6	)		5.8
Total other comprehensive income (loss), net of tax		—		—		(9.1	)		(9.3	)		9.3			(9.1	)
Total comprehensive income	$	—	$	—	$	134.4		$	(13.7	)	$	13.7		$	134.4

F-66

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

	Year Ended December 31, 2012
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	770.7		$	142.9		$	—		$	913.6
Transit and other		—		—		327.9			43.1			—			371.0
Total revenues		—		—		1,098.6			186.0			—			1,284.6
Expenses:
Operating		—		—		577.9			122.2			—			700.1
Selling, general and administrative		—		—		148.5			33.3			—			181.8
Restructuring charges		—		—		1.8			0.7			—			2.5
Net (gain) loss on dispositions		—		—		1.6			0.6			—			2.2
Depreciation		—		—		80.4			25.5			—			105.9
Amortization		—		—		85.2			5.7			—			90.9
Total expenses		—		—		895.4			188.0			—			1,083.4
Operating income (loss)		—		—		203.2			(2.0	)		—			201.2
Other income (expenses)		—		—		(0.1	)		(0.9	)		—			(1.0	)
Income before income taxes and equity earnings of investee		—		—		203.1			(2.9	)		—			200.2
Provision for income taxes		—		—		(87.3	)		(1.7	)		—			(89.0	)
Equity in earnings of investee companies, net of tax		—		—		(2.4	)		—			4.6			2.2
Net income	$	—	$	—	$	113.4		$	(4.6	)	$	4.6		$	113.4
Net income	$	—	$	—	$	113.4		$	(4.6	)	$	4.6		$	113.4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments		—		—		11.0			11.0			(11.0	)		11.0
Net actuarial loss		—		—		(1.4	)		(1.3	)		1.3			(1.4	)
Total other comprehensive income (loss), net of tax		—		—		9.6			9.7			(9.7	)		9.6
Total comprehensive income	$	—	$	—	$	123.0		$	5.1		$	(5.1	)	$	123.0

F-67

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

	Year Ended December 31, 2011
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	746.8		$	147.4		$	—		$	894.2
Transit and other		—		—		304.7			78.2			—			382.9
Total revenues		—		—		1,051.5			225.6			—			1,277.1
Expenses:
Operating		—		—		554.3			135.1			—			689.4
Selling, general and administrative		—		—		145.1			33.3			—			178.4
Restructuring charges		—		—		2.2			0.8			—			3.0
Net (gain) loss on dispositions		—		—		2.1			(0.1	)		—			2.0
Depreciation		—		—		81.5			27.5			—			109.0
Amortization		—		—		86.7			16.2			—			102.9
Total expenses		—		—		871.9			212.8			—			1,084.7
Operating income (loss)		—		—		179.6			12.8			—			192.4
Other income (expenses)		—		—		(0.1	)		0.9			—			0.8
Income before income taxes and equity earnings of investee		—		—		179.5			13.7			—			193.2
Provision for income taxes		—		—		(79.2	)		(8.6	)		—			(87.8	)
Equity in earnings of investee companies, net of tax		—		—		6.8			—			(5.1	)		1.7
Net income	$	—	$	—	$	107.1		$	5.1		$	(5.1	)	$	107.1
Net income	$	—	$	—	$	107.1		$	5.1		$	(5.1	)	$	107.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments		—		—		(14.3	)		(14.3	)		14.3			(14.3	)
Net actuarial loss		—		—		(3.2	)		(3.0	)		3.0			(3.2	)
Total other comprehensive income (loss), net of tax		—		—		(17.5	)		(17.3	)		17.3			(17.5	)
Total comprehensive income	$	—	$	—	$	89.6		$	(12.2	)	$	12.2		$	89.6

F-68

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

	Year Ended December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	268.2		$	12.9		$	—	$	281.1
Cash used in investing activities		—		—		(37.0	)		(6.7	)		—		(43.7	)
Financing activities:
Excess tax benefit from stock-based compensation		—		—		5.8			—			—		5.8
Net cash (distribution to) /contribution from CBS		—		—		(244.4	)		11.8			—		(232.6	)
Other		—		—		—			(0.2	)		—		(0.2	)
Cash used in financing activities		—		—		(238.6	)		11.6			—		(227.0	)
Effect of exchange rate on cash and cash equivalents		—		—		—			(0.8	)		—		(0.8	)
Net increase (decrease) in cash and cash equivalents		—		—		(7.4	)		17.0			—		9.6
Cash and cash equivalents at beginning of period		—		—		9.5			10.7			—		20.2
Cash and cash equivalents at end of period	$	—	$	—	$	2.1		$	27.7		$	—	$	29.8

	Year Ended December 31, 2012
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	277.3		$	28.6		$	—	$	305.9
Cash used in investing activities		—		—		(42.5	)		(5.6	)		—		(48.1	)
Financing activities:
Excess tax benefit from stock-based compensation		—		—		2.9			—			—		2.9
Net cash distribution to CBS		—		—		(238.2	)		(41.5	)		—		(279.7	)
Other		—		—		—			(0.2	)		—		(0.2	)
Cash used in financing activities		—		—		(235.3	)		(41.7	)		—		(277.0	)
Effect of exchange rate on cash and cash equivalents		—		—		—			1.8			—		1.8
Net increase (decrease) in cash and cash equivalents		—		—		(0.5	)		(16.9	)		—		(17.4	)
Cash and cash equivalents at beginning of period		—		—		10.0			27.6			—		37.6
Cash and cash equivalents at end of period	$	—	$	—	$	9.5		$	10.7		$	—	$	20.2

F-69

OUTFRONT MEDIA INC.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(Tabular dollars in millions, except per share amounts)

	Year Ended December 31, 2011
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	284.3		$	55.8		$	—	$	340.1
Cash used in investing activities		—		—		(43.4	)		(7.3	)		—		(50.7	)
Financing activities:
Excess tax benefit from stock-based compensation		—		—		2.3			—			—		2.3
Net cash distribution to CBS		—		—		(235.3	)		(34.1	)		—		(269.4	)
Other		—		—		—			(0.2	)		—		(0.2	)
Cash used in financing activities		—		—		(233.0	)		(34.3	)		—		(267.3	)
Effect of exchange rate on cash and cash equivalents		—		—		—			(3.5	)		—		(3.5	)
Net increase (decrease) in cash and cash equivalents		—		—		7.9			10.7			—		18.6
Cash and cash equivalents at beginning of period		—		—		2.1			16.9			—		19.0
Cash and cash equivalents at end of period	$	—	$	—	$	10.0		$	27.6		$	—	$	37.6

F-70

OUTFRONT MEDIA INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(In millions)

Col. A	Col. B		Col. C						Col. D		Col. E
Description	Balance at Beginning of Period		Balance Acquired through Acquisitions		Charged to Costs and Expenses		Charged to Other Accounts(a)		Deductions		Balance at End of Period
Allowance for doubtful accounts:
Year ended December 31, 2013	$	19.3	$	—	$	0.4	$	—	$	4.0	$	15.7
Year ended December 31, 2012	$	22.4	$	—	$	3.1	$	0.2	$	6.4	$	19.3
Year ended December 31, 2011	$	29.6	$	—	$	3.0	$	—	$	10.2	$	22.4
Valuation allowance on deferred tax assets:
Year ended December 31, 2013	$	8.0	$	—	$	3.0	$	—	$	0.9	$	10.1
Year ended December 31, 2012	$	7.5	$	—	$	0.7	$	—	$	0.2	$	8.0
Year ended December 31, 2011	$	6.3	$	—	$	1.3	$	—	$	0.1	$	7.5

(a) Reflects increase in allowance related to foreign currency translation adjustments.

F-71

OUTFRONT MEDIA INC.

SCHEDULE III—SCHEDULE OF REAL ESTATE AND

ACCUMULATED DEPRECIATION

AT DECEMBER 31, 2013

(Dollars in millions)

Description (1)	Encumbrances		Initial Cost	Cost Capitalized Subsequent to Acquisition	Gross Carrying Amount at December  31, 2013(3)		Accumulated Depreciation			Construction Date	Acquisition Date	Useful Lives
United States - 45,094 displays		—	(2)	(2)	$	1,266.6	$	(768.0	)	Various	Various	5 to 20 years
Canada - 6,054 displays		—	(2)	(2)		348.7		(258.3	)	Various	Various	5 to 20 years
Mexico - 4,657 displays		—	(2)	(2)		33.1		(20.5	)	Various	Various	5 to 20 years
Argentina - 585 displays		—	(2)	(2)		1.9		(0.6	)	Various	Various	5 to 20 years
Brazil - 771 displays		—	(2)	(2)		5.7		(0.9	)	Various	Various	5 to 20 years
Uruguay - 156 displays		—	(2)	(2)		2.0		(1.1	)	Various	Various	5 to 20 years
Chile - 890 displays		—	(2)	(2)		4.3		(3.3	)	Various	Various	5 to 20 years
					$	1,662.3	$	(1,052.7	)

(1) No single asset exceeded 5% of the total gross carrying amount at December 31, 2013.

(2) This information is omitted as it would be impracticable to compile on a site-by-site basis.

(3) Includes sites under construction.

The following table summarizes the activity for the Company’s real estate assets, which consist of advertising displays, and the related accumulated depreciation.

	2013			2012			2011
Gross real estate assets:
Balance at the beginning of the year	$	1,655.9		$	1,627.1		$	1,607.3
Additions for construction of / improvements to structures		50.6			47.0			43.9
Assets sold or written-off		(14.9	)		(32.3	)		(8.9	)
Foreign exchange		(29.3	)		14.1			(15.2	)
Balance at the end of the year	$	1,662.3		$	1,655.9		$	1,627.1
Accumulated depreciation:
Balance at the beginning of the year	$	990.0		$	911.0		$	827.1
Depreciation		97.5			98.8			101.3
Foreign exchange		(21.1	)		9.9			(10.2	)
Assets sold or written-off		(13.7	)		(29.7	)		(7.2	)
Balance at the end of the year	$	1,052.7		$	990.0		$	911.0

F-72

Outdoor Advertising

Condensed Combined Balance Sheets

September 30, 2014 and December 31, 2013

(Unaudited)

	September 30, 2014			December 31, 2013
Assets
Current assets
Cash and cash equivalents	$	3,548,474		$	5,520,671
Restricted cash		68,781			197,754
Accounts receivable, net of an allowance for doubtful
accounts of $212,236 and $516,914		45,475,083			49,241,450
Prepaid expenses and other current assets		3,538,082			5,224,122
Total current assets		52,630,420			60,183,997
Property, plant and equipment, net		33,378,964			33,317,335
Intangibles, net		49,122,524			56,704,703
Goodwill		2,530,989			2,530,989
Investments in investee companies		517,104			730,365
Deferred financing costs, net		3,595,259			4,328,574
Due from affiliate		—			2,052,846
Deferred tax assets		2,459,597			2,349,359
Security deposits and other assets		5,510,578			5,706,453
Total assets	$	149,745,435		$	167,904,621
Liabilities and (Deficit)
Current liabilities
Accounts payable	$	6,501,193		$	8,557,649
Accrued expenses		20,138,774			21,471,231
Deferred revenue		3,594,399			2,863,999
Short-term debt and notes payable		5,084,956			5,110,140
Total current liabilities		35,319,322			38,003,019
Long-term debt		220,275,258			220,237,269
Other long-term debt		1,081,379			1,568,991
Other long-term liabilities		6,043,300			3,330,002
Deferred rent		11,053,816			10,023,232
Total liabilities		273,773,075			273,162,513
(Deficit)
Invested equity		(124,027,640	)		(105,257,892	)
Total (Deficit)		(124,027,640	)		(105,257,892	)
Total liabilities and (Deficit)	$	149,745,435		$	167,904,621

The accompanying notes are an integral part of these condensed combined financial statements.

F-73

Outdoor Advertising

Condensed Combined Statements of Operations

Nine Months Ended September 30, 2014 and 2013

(Unaudited)

	Nine Months Ended September 30,
	2014			2013
Revenues
Net revenues	$	152,088,957		$	150,545,493
Expenses
Operating		105,158,464			100,026,042
Selling, general and administrative		31,515,977			28,201,134
Depreciation and amortization		14,078,329			13,160,530
Total expenses		150,752,770			141,387,706
Income from operations		1,336,187			9,157,787
Other income (expense)
Interest expense, net		(12,617,899	)		(15,311,154	)
Equity in income of investee companies, net		859,401			1,168,908
Other income, net		33,487			416,038
Loss before income taxes		(10,388,824	)		(4,568,421	)
Income tax benefit		110,238			92,388
Net loss	$	(10,278,586	)	$	(4,476,033	)

The accompanying notes are an integral part of these condensed combined financial statements.

F-74

Outdoor Advertising

Condensed Combined Statement of (Deficit)

Nine Months Ended September 30, 2014

(Unaudited)

Balance at December 31, 2013	$	(105,257,892	)
Net loss		(10,278,586	)
Distribution to Holdings		(1,579,990	)
Net change in invested equity		(6,911,172	)
Balance at September 30, 2014	$	(124,027,640	)

The accompanying notes are an integral part of these condensed combined financial statements.

F-75

Outdoor Advertising

Condensed Combined Statements of Cash Flows

Nine Months Ended September 30, 2014 and 2013

(Unaudited)

	Nine Months Ended September 30,
	2014			2013
Cash flows from operating activities
Net loss	$	(10,278,586	)	$	(4,476,033	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		14,078,329			13,160,530
Amortization and write off of deferred financing costs		1,186,996			1,160,427
Provision for doubtful accounts		179,454			916,049
Change in value of equity-based compensation		2,610,308			(756,509	)
Equity in income of investee companies, net		(859,401	)		(1,168,908	)
Distributions received from investee companies		1,049,490			1,426,745
(Gain) on step acquisition of joint venture interest		—			(312,958	)
Loss (gain) on sales of property		31,879			(3,000	)
Change in fair value of interest rate swap		74,329			(429,871	)
Change in deferred income taxes		(110,238	)		(92,388	)
Changes in operating assets and liabilities
Decrease in accounts receivable		3,359,687			12,259,996
Decrease in prepaid expense and other current assets		1,741,458			908,520
Decrease (increase) in security deposits and other assets		2,298,721			(2,446,428	)
(Decrease) increase in accounts payable		(2,315,406	)		443,202
Decrease in accrued expenses		(1,080,622	)		(5,207,140	)
Increase in deferred revenue		730,400			1,677,432
Increase (decrease) in deferred rent		1,030,583			(456,882	)
(Decrease) increase in other long-term liabilities		(872,442	)		196,474
Net cash provided by operating activities		12,854,939			16,799,258
Cash flows from investing activities
Acquisition of public pay telephone assets		—			(2,100,000	)
Acquisition of ownership interests in joint ventures		—			(300,000	)
Purchases of advertising property and rights		(20,000	)		(150,000	)
Additions to property, plant and equipment		(6,847,808	)		(6,046,799	)
Proceeds from disposal of property, plant and equipment		40,815			3,000
Change in restricted cash		128,973			1,131,770
Return of advances from investee companies		392,152			400,000
Advances to investee companies		(368,981	)		(350,803	)
Settlement of interest rate swap		(108,361	)		—
Net cash used in investing activities		(6,783,210	)		(7,412,832	)
Cash flows from financing activities
Repayment of debt		(15,928,489	)		(3,851,315	)
Proceeds from credit facilities and other borrowings		15,000,000			9,500,000
Deferred financing costs paid		—			(373,041	)
Distribution to Holdings		(1,579,990	)		(2,506,605	)
Net change in invested equity		(5,535,447	)		(4,015,272	)
Net cash used in financing activities		(8,043,926	)		(1,246,233	)
Net (decrease) increase in cash and cash equivalents		(1,972,197	)		8,140,193
Cash and cash equivalents
Beginning of period		5,520,671			6,940,151
End of period	$	3,548,474		$	15,080,344
Supplemental data
Cash paid during the period for interest	$	11,126,703		$	14,587,173
Noncash investing activities
Contingent obligation from acquisition	$	—		$	529,130
Noncash additions to property, plant and equipment	$	259,635		$	54,500

The accompanying notes are an integral part of these condensed combined financial statements.

F-76

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

1. Description of Business

The Outdoor Advertising business (“Outdoor Advertising” or “the Business”) represents the outdoor media and advertising business of Van Wagner Communications, LLC (“Communications”), a wholly owned subsidiary and the only operating asset of Van Wagner Twelve Holdings, LLC (“Holdings”). The Business develops, markets, and maintains sign structures, wall signs, telephone kiosks, bus wraps and other media types and structures for the purposes of advertising throughout the United States of America (“U.S.”).

2. Basis of Presentation and Use of Estimates

These condensed combined financial statements were prepared on a stand-alone basis derived from the consolidated financial statements and accounting records of Communications. These statements reflect the condensed combined historical results of operations, financial position and cash flows of Outdoor Advertising in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). For ease of reference, these condensed combined financial statements are collectively referred to as those of Outdoor Advertising.

For the periods presented, the entities that are part of Outdoor Advertising were each separate direct or indirect wholly owned subsidiaries of Communications. These financial statements are presented as if such businesses had been combined for the periods presented. All intercompany transactions and accounts within Outdoor Advertising have been eliminated. The assets and liabilities in the condensed combined financial statements have been reflected on a historical cost basis. The condensed combined statement of operations includes allocations for certain support functions that are provided on a centralized basis by Communications for all of the businesses, including those not included in these financial statements (collectively, the “Non-Outdoor Businesses”). These include expenses not recorded at the business unit level, such as expenses related to finance, human resources, information technology, facilities, and legal, among others. These expenses have been allocated to Outdoor Advertising on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined revenues and headcount. In addition, the Outdoor Advertising income tax provision and related tax accounts are presented as if these amounts were calculated on a separate tax return basis. Management believes the assumptions underlying the condensed combined financial statements, including the assumptions regarding allocating the general corporate expenses between Outdoor Advertising and the Non-Outdoor Businesses, are reasonable. Nevertheless, the condensed combined financial statements may not include all of the actual expenses that would have been incurred by Outdoor Advertising and may not reflect the combined results of operations, financial position and cash flows had the Business been a stand-alone entity during the periods presented. Actual costs that would have been incurred if Outdoor Advertising had been a stand-alone entity would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

Cash for most of Communications’ businesses is currently managed centrally under cash pooling arrangements. Pursuant to these arrangements, most of the cash received by the Non-Outdoor Businesses is deposited directly with Outdoor Advertising and any daily cash flow needs of the Non-Outdoor Businesses are funded by Outdoor Advertising. Therefore, this cash is included in these condensed combined financial statements. Where entities do not participate in the cash pooling arrangements, they maintain separate bank accounts for receipts and disbursements.

Similarly, most of Communications’ current external borrowing requirements are met through a Senior Secured Credit Facility (See Note 7). Borrowings under this facility are used to fund the entire portfolio of

F-77

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

businesses of Communications. All of such debt and related interest expense has been attributed to and presented in the condensed combined financial statements of Outdoor Advertising, as Outdoor Advertising is the primary obligor of the debt.

The preparation of condensed combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed combined financial statements and the reported amounts of revenues and expenses during the reporting period. Generally, matters subject to estimation and judgment include the valuation of assets and liabilities acquired in business combinations and asset acquisitions, allowance for doubtful accounts, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances and asset retirement obligations. Actual results could differ from those estimates.

The accompanying condensed combined financial statements of the Business as of September 30, 2014 and for the nine month periods ended September 31, 2014 and 2013 are unaudited and, in management’s opinion, reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. These condensed combined financial statements should be read in conjunction with the more detailed combined financial statements and notes thereto, included in the audited combined financial statements for the year ended December 31, 2013 issued on June 19, 2014.

3. Recently Issued Accounting Standards

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2014-08 Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“Update 2014-08”). Update 2014-08 changes the requirements, including additional disclosures, for reporting discontinued operations. Under Update 2014-08, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Update 2014-08 is effective for the Business for annual reporting periods beginning on or after December 15, 2014. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued or available for issuance. The Business is in the process of evaluating the impact Update 2014-08 will have on its condensed combined financial statements.

In May 2014, the FASB issued Accounting Standard Update 2014-09 Revenue from Contracts with Customers (“Update 2014-09”). Under Update 2014-09, all companies are required to use a new five-step model to recognize revenue from customer contracts. Update 2014-09 is effective for the Business for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The Business may elect to apply Update 2014-09 earlier if certain criteria are met. The Business is in the process of evaluating the impact Update 2014-09 will have on its condensed combined financial statements.

F-78

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

4. Property, Plant and Equipment

The table below presents the balance of major classes of assets and accumulated depreciation.

	September 30, 2014		December 31, 2013
Land	$	976,613	$	976,613
Leasehold Improvements		10,486,163		10,392,484
Outdoor and indoor equipment		72,421,242		66,831,130
Office fixtures and equipment		8,474,598		7,747,642
Vehicles		3,489,904		3,007,727
		95,848,520		88,955,596
Less: Accumulated depreciation		62,469,556		55,638,261
	$	33,378,964	$	33,317,335

Depreciation expense was $6,525,150 and $5,803,167 for the nine months ending September 30, 2014 and 2013, respectively.

5. Intangible Assets

Intangible assets, other than goodwill, consist of the following:

	September 30, 2014		December 31, 2013
Gross carrying amount
Customer contracts	$	2,474,080	$	2,474,080
Leased location contracts		64,825,511		64,817,011
Customer relationships		1,957,581		1,957,581
Noncompete agreements		2,575,610		2,575,610
Leasehold rights		15,480,247		15,517,747
Kiosk advertising and permit rights		7,705,341		7,705,341
Other		200,000		200,000
		95,218,370		95,247,370
Accumulated amortization
Customer contracts		2,295,872		2,209,099
Leased location contracts		22,093,543		18,762,034
Customer relationships		2,015,524		1,957,579
Noncompete agreements		2,526,976		2,524,300
Leasehold rights		9,785,753		7,058,980
Kiosk advertising and permit rights		7,302,642		5,985,353
Other		75,536		45,322
		46,095,846		38,542,667
Total intangibles, net	$	49,122,524	$	56,704,703

Amortization expense was $7,553,179 and $7,357,364 for the nine months ending September 30, 2014 and 2013, respectively.

F-79

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

6. Income Taxes

The Business has income tax benefit of $110,238 and $92,388 for the nine month periods ended September 30, 2014 and 2013, respectively.

Deferred income tax balances are as follows:

	September 30, 2014			December 31, 2013
Deferred tax assets
Net operating loss carryforwards	$	1,397,328		$	1,477,105
Temporary differences		1,088,653			911,133
Deferred tax assets, net		2,485,981			2,388,238
Deferred tax liabilities
Temporary differences		(26,384	)		(38,879	)
Deferred tax assets, net	$	2,459,597		$	2,349,359

Deferred tax assets primarily relate to basis differences on property, plant and equipment, deferred rent and net operating loss (“NOL”) carryforwards generated by the Business for the New York City UBT. The total amount of NOL carryforwards related to UBT at September 30, 2014 and December 31, 2013 is approximately $31,000,000, which expire between 2024 and 2034. The deferred tax liabilities primarily relates to basis differences in intangible assets.

7. Debt

Senior Secured Credit Facility

During 2012, the Business entered into a $250,000,000 Credit Agreement (the “Senior Secured Credit Facility”) to refinance outstanding debt under the prior facility, fund distributions to Holdings to redeem outstanding indebtedness of Holdings, fund acquisitions and provide working capital. The Senior Secured Credit Facility is guaranteed by Holdings and all of its direct and indirect subsidiaries and is collateralized by existing and after-acquired personal property and real property of Communications, including Holdings’ interest in Communications and Communications’ interests in its subsidiaries, which includes the Business.

The Senior Secured Credit Facility was comprised of the following facilities: a $225,000,000 Term Loan (“Term B Loan”) and a $25,000,000 Revolving Credit Facility (“Revolver”). The Revolver contains a separate sublimit of $10,000,000 for letters of credits. Any outstanding letters of credit reduce, on a dollar-for-dollar basis, the amount of borrowing capacity under the Revolver. The Term B Loan has a final maturity date of August 3, 2018 and the Revolver commitments expire on August 3, 2017.

On August 6, 2013, the Business amended the Senior Secured Credit Facility principally to provide for a new tranche of term loans which replaced all prior term loans and included new term loans in a principal amount of $5,000,000; increase the letter of credit sublimit to $12,500,000; and reduce the interest rates on the facility. In connection with the amendment, the Business recognized expenses of $631,068. Following the amendment, the Business had outstanding aggregate term loan borrowings of $227,750,000, the entire balance of which will hereinafter be referred to as the Term B Loan. The maturity dates for the credit facility were not amended.

F-80

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

As of September 30, 2014 and December 31, 2013, there were $5,000,000 and $2,000,000 in borrowings outstanding under the Revolver, respectively, and $5,897,231 and $5,959,788, respectively, in letters of credit outstanding. The letters of credit are generally used in lieu of security deposits for municipal authorities and landlords under license and lease agreements.

The long-term debt outstanding balance is as follows:

	September 30, 2014			December 31, 2013
Term B Loan principal balance	$	222,056,807		$	225,472,500
Less: Unamortized discount		(2,226,549	)		(2,680,231	)
		219,830,258			222,792,269
Less: Current portion		(4,555,000	)		(4,555,000	)
		215,275,258			218,237,269
Revolver		5,000,000			2,000,000
Total long-term debt	$	220,275,258		$	220,237,269

The Term B Loan requires quarterly principal payments of $1,138,750, which commenced March 31, 2014. The Senior Secured Credit Facility also provides for a mandatory excess cash flow payment equal to 0%, 25%, 50% or 75% of annual excess cash flow, as defined, with the exact percentage dependent on leverage ratios. Any payments are to be made in the year following that for which the excess cash flow payment is calculated and applied to remaining installments of the principal balance of the Term B Loan, in order of maturity. The Business determined that an excess cash flow payment of $1,445,830 was due for the year ended December 31, 2013 and paid this amount in April 2014.

The Senior Secured Credit Facility contains covenants that require Communications to maintain a Consolidated Senior Leverage Ratio, as defined, at or below 6.5x and restrict the ability of Communications to borrow additional amounts if such borrowings would cause the Consolidated Senior Leverage Ratio to exceed that level or cause the Consolidated Total Leverage Ratio, as defined, to exceed 6.75x. At September 30, 2014 and December 31, 2013, Communications’ Consolidated Senior Leverage Ratio was 6.01x and 5.75x, respectively, and Consolidated Total Leverage Ratio was 6.11x and 5.86x, respectively. In addition, there are covenants that restrict, among other things, the ability of the Business to dispose of assets, create liens, make investments, and pay dividends or make other restricted payments. Communications was in compliance with its financial covenants at September 30, 2014 and December 31, 2013.

Interest Rate Swap Agreements

The Business uses variable rate debt to finance its operations. The debt obligations expose the Business to variability in interest payments due to changes in interest rates. The Business believes that it is prudent to limit the variability of its interest payments. To meet this objective, the Business has in the past entered into interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk. These swap agreements converted a portion of variable-rate cash flow exposure on the debt obligations to fixed cash flows.

F-81

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

By using derivative financial instruments to hedge exposures to changes in interest rates, the Business exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the interest rate swap agreement. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with the interest rate swap agreement is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

The Business assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposure that may adversely impact expected future cash flows and by evaluating hedging opportunities.

During 2012, the Business entered into a new interest rate swap agreement to hedge the variable LIBOR interest rate on a total notional value of $125,000,000, which was to expire on September 30, 2016. This agreement was settled with a $108,361 payment on September 30, 2014. This agreement had a fair value liability position of $34,032 at December 31, 2013, which is included in accrued expenses.

The Business did not contemporaneously assess the effectiveness of its swap agreement. Accordingly, the increase in the fair value of the liability under the swap agreement of $74,329 for the nine months ended September 30, 2014 was reflected as an increase to interest expense and the increase in the fair value of the asset of $429,871 for the nine months ended September 30, 2013 was reflected as a decrease to interest expense.

Other Debt

The Business has other debt outstanding of $1,611,335 and $2,124,131 at September 30, 2014 and December 31, 2013, respectively. The current portion of the debt was $529,956 and $555,140 at September 30, 2014 and December 31, 2013, respectively. The debt consists primarily of subordinated debt and other obligations issued or assumed in connection with acquisitions. Such obligations have interest rates ranging up to 6% per annum.

8. Fair Value of Financial Instruments

At September 30, 2014 and December 31, 2013, the Business’s financial instruments included cash and cash equivalents, accounts receivable, accounts payable and debt. The fair value of cash and cash equivalents, accounts receivable, accounts payable and short-term debt and notes payable approximate their carrying values because of the short-term nature of these instruments.

The FASB established a fair value hierarchy, consisting of three broad levels, that prioritizes the inputs for valuation techniques used to measure fair value. Level 1 inputs consist of observable inputs, such as quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs, observable either directly or indirectly, other than quoted prices in active markets included in Level 1. Level 3 inputs have the lowest priority, are generally less observable from objective sources and require the reporting entity to develop its own assumptions. The Term B Loan is traded in the secondary market for syndicated loans, although the debt trades infrequently and is highly illiquid. The fair value of the Business’s Term B Loan outstanding debt balance, for which management uses only Level 2 inputs to measure, is based on quotes obtained through major financial institutions. The fair value of the Term B Loan was approximately $220.4 million and $228.3 million as of September 30, 2014 and December 31, 2013, respectively.

F-82

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

Fair value information with respect to the Business’s Revolver, other long-term debt and other long-term liabilities are not presented as such balances approximate their carrying values at September 30, 2014 and December 31, 2013.

9. Equity-Based Compensation

The Business awards Class B interests in Holdings to employees as incentive awards. Under the Holdings’ limited liability company agreement as amended and restated (the “Limited Liability Company Agreement”), the Class B members do not have the right to vote or grant consents with respect to any matters, and, upon the occurrence of certain events, Class B members may put their interests to Holdings and Holdings may call the Class B members’ interest. The Class B interests have an embedded put option and an embedded call option. The put option is triggered by one of the following events: death of the Class B member, termination of employment of the Class B member other than for cause (as defined), or failure to renew the employment contract of the Class B member (except under certain circumstances). Upon the occurrence of the put event, the Class B member (or the Class B interest holder if the interest had been transferred) has 90 days to cause Holdings to purchase all of his Class B interests. Under the Limited Liability Company Agreement, such obligations to Class B members can be satisfied by Holdings by issuing unsecured notes to the Class B members payable interest-only for ten years or, upon mutual agreement of Holdings and the member, instruments with alternative deferred payment terms. Based on the characteristics of the awards, including the repurchase features, they have been classified as a liability of the Business.

At September 30, 2014 and December 31, 2013, the Business had a liability for such awards of $4,759,103 and $1,958,042, respectively, included in other long term liabilities, representing the appreciation in value of 84,116 and 86,485, respectively, Class B interests in Holdings since their date of issuance. The changes in the formula value of the Class B interest, which was recorded as compensation expense of $2,610,308 for the nine months ended September 30, 2014 and ($756,509) for the nine months ended September 30, 2013, was recorded in selling, general and administrative expense.

Effective February 19, 2014, in connection with the termination of an employee of the Business who was also a Class B interest unitholder, 2,369 units held by such employee were repurchased at the formula value of $120,674 by Holdings and cancelled.

Effective May 28, 2013, in connection with the termination of an employee of the Non-Outdoor Businesses who was also a Class B interest unitholder, 4,032 units held by such employee were purchased at the formula value of $280,734 by two employees of the Business, who were also existing interest unitholders. The Business recognized a liability with respect to such units in the amount of their formula value.

10. Multiemployer Pension and Postretirement Benefit Plans

The Business contributes to three multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees: National Electric Benefit Fund (“NEBF”), International Painters and Allied Trades Industry Pension Fund (“IUPAT”) and Sheet Metal Workers’ National Pension Fund (“NPF”). The other employers participating in these multiemployer plans are primarily in the painters, sheet metal working and electrical trade industries. The risks of participating in multiemployer plans are different from single-employer plans, as assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers and if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Additionally, if the Business chooses to stop participating in some

F-83

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

of its multiemployer plans it may be required to pay those plans a withdrawal liability based on the underfunded status of the plan. Management does not intend to take any such action that would subject the Business to such liability. Management has not received any communication of any changes in the three multiemployer defined benefit pension plans during the nine months ended September 30, 2014 and 2013.

Contributions to the NEBF plan were $191,506 and $146,878 for the nine months ended September 30, 2014 and 2013, respectively.

Contributions to the IUPAT plan were $74,939 and $76,507 for the nine months ended September 30, 2014 and 2013, respectively.

Contributions to the NPF plan were $253,501 and $304,162 for the nine months ended September 30, 2014 and 2013, respectively.

11. Related-Party Transactions

In the ordinary course of business, the Business enters into transactions with related parties to rent certain sign locations from entities that are controlled by affiliates. The Business also rents certain office space from an affiliate. Total related party rent expense was $1,045,565 and $1,066,338 for the nine months ended September 30, 2014 and 2013, respectively. Additionally, the Business provides management services to related parties. Management fees earned from these related parties were $94,674 and $107,328 for the nine months ended September 30, 2014 and 2013, respectively.

Outdoor Advertising had an amount receivable from the Non-Outdoor Businesses on the condensed combined balance sheet of $2,052,846 at December 31, 2013 for sign construction services provided by employees of the Business. This receivable balance was paid in full in August 2014 and as such, there was no receivable from the Non-Outdoor Businesses at September 30, 2014. No services were provided during the nine months ended September 30, 2014 and 2013.

Historically, Communications provided services to and funded 100% of certain corporate expenses for all businesses. These services relate to accounting and finance, human resources, information technology, facilities, and legal, among others. These condensed combined financial statements include the Outdoor Advertising share of corporate expenses which have been allocated to Outdoor Advertising on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined revenues or headcount. The allocated expenses are included in the condensed combined statement of operations in operating, selling, general and administrative, and depreciation and amortization expenses.

Management believes the assumptions underlying the condensed combined financial statements, including the assumptions regarding allocating expenses are reasonable.

The corporate allocations to the Business were $13.9 million and $11.2 million for the nine months ending September 30, 2014 and 2013, respectively.

Intercompany transactions other than services provided in the normal course of business operations between Outdoor Advertising and Non-Outdoor Businesses are considered to be effectively settled for cash. The total net effect of the settlement of these intercompany transactions is reflected in the condensed combined statement of cash flows as a financing activity and in the condensed combined balance sheet as invested equity. The net change in invested equity of Outdoor Advertising for the nine months ended September 30,

F-84

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

2014 and 2013 of ($6,911,172) and ($4,936,809), respectively, primarily relate to cash pooling and general financing activities.

12. Commitments and Contingencies

Operating Leases and License Agreements

The Business is obligated under various operating lease agreements for office space, office equipment and automobiles, which expire at various dates through 2022. Rent expense under these leases amounted to $2,396,166 and $2,334,788 for the nine months ended September 30, 2014 and 2013, respectively. Rent expense is recorded on a straight-line basis.

Additionally, the Business is obligated under operating leases and license agreements for certain sign locations. Such space is leased or licensed by the Business for advertising purposes under leases or licenses that expire at various dates. Rent expense under such leases and licenses is recorded on a straight-line basis and was $75,111,534 and $70,120,557 for the nine months ended September 30, 2014 and 2013, respectively. Rent expense includes both guaranteed minimum payments and contingent rents based on advertising revenues from certain properties.

The Business has agreements with municipalities and public authorities which entitle it to operate advertising displays within their jurisdictions on the exteriors of benches, transit shelters, street kiosks, buses, transit overpasses and other structures. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

Commercial Rent Tax

On June 10, 2014, as part of an audit of the Business’s payment of New York City commercial rent tax, the City of New York (the “City”) presented the Business with preliminary workpapers indicating a proposed adjustment of approximately $9.6 million related to the Business’s commercial rent tax liability for the period from June 1, 2002 to May 31, 2013. The proposed adjustment amount includes proposed taxes, calculated based on commercial rent paid, as well as interest and penalties. Management strongly disagrees with the City’s preliminary calculations and supporting documentation and intends to vigorously defend its position. The Business submitted its response to the City on July 9, 2014.

Given the preliminary nature of this matter, management cannot yet determine an amount or range of potential liability, if any, that might result. Moreover, even if the Business owes additional commercial rent tax during the period, under applicable law, the Business may take a deduction from any taxes owed for subtenant rent received from its advertisers. If the Business elects to take such deduction, management believes that such deduction would offset the full amount of any taxes owed.

Litigation

The Business is subject to claims and litigation in the normal course of its business for which management does not believe the outcome will have a material adverse effect upon its financial position, results of operations or cash flows.

On April 13, 2011, the City of Los Angeles (“Los Angeles”), on behalf of itself and the People of the State of California initiated a lawsuit in the Superior Court of California against the Business and owners of

F-85

Outdoor Advertising

Notes to Condensed Combined Financial Statements

September 30, 2014

(Unaudited)

certain properties on which the Business installed advertisements in Los Angeles. The suit alleged, among other things, that the Business violated certain state and local laws prohibiting such advertising signs. The suit sought injunctive relief and monetary relief relating to the installation and display of supergraphic advertisements by the Business at 15 locations in Los Angeles primarily during the period 2008 to 2010. The Business operated at these advertising locations during this period subject to a stipulation it entered into with Los Angeles in October 2008, which was approved by the United States District Court for the Central District of California. The Business voluntarily removed the signs in the program, including those advertisements that are covered by the suit, in May 2010, even though it believed that it had the right at that time to continue to operate them under the Court-approved stipulation.

The Business filed an Answer to Los Angeles’ claims, denying liability. In addition, on January 13, 2012, the Business filed cross-claims against Los Angeles, seeking injunctive relief and monetary damages arising from Los Angeles’ Ordinance banning off-site signs and modifications thereto and its disparate treatment of the Business under the Ordinance.

In June 2013, the Business and Los Angeles entered into a settlement agreement resolving their claims against one another whereby the Business paid $385,000 to Los Angeles. This amount has been included in operating expenses in the condensed combined statement of operations for the nine months ended September 30, 2013. Thereafter, Los Angeles dismissed its claims against the Business with prejudice, and the Business dismissed its cross-claims against Los Angeles with prejudice.

13. Business Segment

The Business is managed as a single business unit that develops markets and maintains sign structures, wall signs, telephone kiosks, bus wraps and other media types and structures for the purpose of advertising throughout the US. The Business consists of a number of different subsidiaries or divisions (collectively “Subsidiaries”) which are differentiated by either geographic market, media type, prior ownership or other. However, the Subsidiaries within the Business are operated as one. They share a common senior management and sales team and compensation plans for senior managers are based on aggregated results. When making resource allocation decisions, our chief operating decision maker evaluates profitability data but gives no weight to the financial impact of the resource allocation decision on an individual subsidiary. The Business’s objective in making resource allocation decisions is to maximize its combined financial results, not the individual results of the respective units.

14. Subsequent Events

On October 1, 2014, Holdings sold its right, title and interest in and all of the membership interests of the Business to CBS Outdoor Americas Inc. and CBS Outdoor LLC for $690 million. In connection with the sale, the Business spun off by way of distribution, or otherwise, the assets of the Business that did not primarily relate to the outdoor media and advertising business of Communications, including assets that relate to the general administrative and operational functions of the Business. Also in connection with the sale, on October 1, 2014, the entire principal balance of the Senior Secured Credit Facility, plus accrued interest, was repaid in full.

Management has evaluated all other events and transactions that occurred after September 30, 2014 through December 22, 2014, the date the condensed combined financial statements were available to be issued, and has determined that all material subsequent events or transactions that would require disclosure have been included in the condensed combined financial statements.

F-86

Report of Independent Registered Public Accounting Firm

To the Member of Van Wagner Communications, LLC

In our opinion, the accompanying combined balance sheet and the related combined statements of operations, of deficit and of cash flows present fairly, in all material respects, the financial position of the Outdoor Advertising business of Van Wagner Communications, LLC (the “Business”) at December 31, 2013, and the results of their operations and their cash flows for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Business’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

June 19, 2014, except for the reportable segment discussed in Note 18 and for the effects of the cash flow revision discussed in Note 2 as to which the date is December 22, 2014

F-87

Outdoor Advertising

Combined Balance Sheet

December 31, 2013

Assets
Current assets
Cash and cash equivalents	$	5,520,671
Restricted cash		197,754
Accounts receivable, net of an allowance for doubtful accounts of $516,914		49,241,450
Prepaid expenses and other current assets		5,224,122
Total current assets		60,183,997
Property, plant and equipment, net		33,317,335
Intangibles, net		56,704,703
Goodwill		2,530,989
Investments in investee companies		730,365
Deferred financing costs, net		4,328,574
Due from affiliate		2,052,846
Deferred tax asset		2,349,359
Security deposits and other assets		5,706,453
Total assets	$	167,904,621
Liabilities and (Deficit)
Current liabilities
Accounts payable	$	8,557,649
Accrued expenses		21,471,231
Deferred revenue		2,863,999
Short-term debt and notes payable		5,110,140
Total current liabilities		38,003,019
Long-term debt		220,237,269
Other long-term debt		1,568,991
Other long-term liabilities		3,330,002
Deferred rent		10,023,232
Total liabilities		273,162,513
(Deficit)
Invested equity		(105,257,892	)
Total (deficit)		(105,257,892	)
Total liabilities and (deficit)	$	167,904,621

The accompanying notes are an integral part of these combined financial statements.

F-88

Outdoor Advertising

Combined Statement of Operations

Year Ended December 31, 2013

Revenues
Net revenues	$	206,343,121
Expenses
Operating		136,865,696
Selling, general and administrative		37,196,966
Loss on sales of property		109,344
Depreciation and amortization		18,231,325
Total expenses		192,403,331
Income from operations		13,939,790
Other income (expense)
Interest expense, net		(19,764,046	)
Equity in income of investee companies, net		2,237,457
Gain on step acquisition of joint venture interest		312,958
Other income, net		147,242
Loss before income taxes		(3,126,599	)
Income tax benefit		190,454
Net loss	$	(2,936,145	)

The accompanying notes are an integral part of these combined financial statements.

F-89

Outdoor Advertising

Combined Statement of (Deficit)

Year Ended December 31, 2013

Balance at January 1, 2013	$	(94,678,885	)
Net loss		(2,936,145	)
Distribution to Holdings		(3,343,670	)
Net change in invested equity		(4,299,192	)
Balance at December 31, 2013	$	(105,257,892	)

The accompanying notes are an integral part of these combined financial statements.

F-90

Outdoor Advertising

Combined Statement of Cash Flows

Year Ended December 31, 2013

Cash flows from operating activities
Net loss	$	(2,936,145	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		18,231,325
Amortization and write off of deferred financing costs		1,559,974
Provision for doubtful accounts		1,706,399
Change in value of equity-based compensation		(861,347	)
Equity in income of investee companies, net		(2,237,457	)
Distributions from investee companies		2,612,741
Equity interest received through services rendered		(625,000	)
Gain on step acquisition of joint venture interest		(312,958	)
Loss on sales of property		109,344
Change in fair value of interest rate swap		(372,854	)
Change in deferred income taxes		(190,454	)
Changes in operating assets and liabilities
Decrease in accounts receivable		9,288,009
Decrease in prepaid expense and other current assets		548,435
Increase in security deposits and other assets		(1,586,720	)
Increase in accounts payable		1,056,237
Decrease in accrued expenses		(5,853,275	)
Increase in deferred revenue		530,936
Increase in deferred rent		81,777
Increase in other long-term liabilities		570,204
Net cash provided by operating activities		21,319,171
Cash flows from investing activities
Acquisition of CityLites USA, LLC assets		(9,044,873	)
Acquisition of ownership interests in joint ventures		(300,000	)
Adjustment to Fuel purchase price		1,018,466
Additions to property, plant and equipment		(7,902,380	)
Acquisition of public pay telephone business		(2,100,000	)
Proceeds from disposal of property, plant and equipment		3,000
Change in restricted cash		1,076,086
Return of advances from investee companies		400,000
Advances to investee companies		(412,453	)
Net cash used in investing activities		(17,262,154	)
Cash flows from financing activities
Repayment of debt		(12,146,549	)
Proceeds from credit facilities and other borrowings		14,000,000
Deferred financing costs paid		(373,041	)
Distribution to Holdings		(3,343,670	)
Net change in invested equity		(3,613,237	)
Net cash used in financing activities		(5,476,497	)
Net decrease in cash and cash equivalents		(1,419,480	)
Cash and cash equivalents
Beginning of year		6,940,151
End of year	$	5,520,671
Supplemental data
Cash paid during the year for interest	$	18,447,609
Noncash investing and financing activities
Contingent obligation from acquisition	$	529,130
Noncash additions to property, plant and equipment	$	113,955

The accompanying notes are an integral part of these combined financial statements.

F-91

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

1. Description of Business

The Outdoor Advertising business (“Outdoor Advertising” or “the Business”) represents the outdoor media and advertising business of Van Wagner Communications, LLC (“Communications”), a wholly owned subsidiary and the only operating asset of Van Wagner Twelve Holdings, LLC (“Holdings”). The Business develops, markets, and maintains sign structures, wall signs, telephone kiosks, bus wraps and other media types and structures for the purposes of advertising throughout the United States of America (“U.S.”).

2. Basis of Presentation

These combined financial statements were prepared on a stand-alone basis derived from the consolidated financial statements and accounting records of Communications. These statements reflect the combined historical results of operations, financial position and cash flows of Outdoor Advertising in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For ease of reference, these combined financial statements are referred to as those of Outdoor Advertising.

For the period presented, the entities that are part of Outdoor Advertising were each separate direct or indirect wholly owned subsidiaries of Communications. These financial statements are presented as if such businesses had been combined for the period presented. All intercompany transactions and accounts within Outdoor Advertising have been eliminated. The assets and liabilities in the combined financial statements have been reflected on a historical cost basis. The combined statement of operations includes allocations for certain support functions that are provided on a centralized basis by Communications currently for all of the businesses, including those not included in these financial statements (collectively, the “Non-Outdoor Businesses”). These include expenses not recorded at the business unit level, such as expenses related to finance, human resources, information technology, facilities, and legal, among others. These expenses have been allocated to Outdoor Advertising on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined revenues and headcount. In addition, the Outdoor Advertising income tax provision and related tax accounts are presented as if these amounts were calculated on a separate tax return basis. Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating the general corporate expenses between Outdoor Advertising and the Non-Outdoor Businesses, are reasonable. Nevertheless, the combined financial statements may not include all of the actual expenses that would have been incurred by Outdoor Advertising and may not reflect the combined results of operations, financial position and cash flows had the Business been a stand-alone entity during the period presented. Actual costs that would have been incurred if Outdoor Advertising had been a stand-alone entity would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

Cash for most of Communications’ businesses is currently managed centrally under cash pooling arrangements. Pursuant to these arrangements, most of the cash received by the Non-Outdoor Businesses is deposited directly with Outdoor Advertising and any daily cash flow needs of the Non-Outdoor Businesses are funded by Outdoor Advertising. Therefore, this cash is included in these combined financial statements. Where entities do not participate in the cash pooling arrangements, they maintain separate bank accounts for receipts and disbursements.

Similarly, most of Communications’ current external borrowing requirements are met through a Senior Secured Credit Facility (See Note 11). Borrowings under this facility are used to fund the entire portfolio of businesses of Communications. All of such debt and related interest expense has been attributed to and presented in the combined financial statements of Outdoor Advertising, as Outdoor Advertising is the primary obligor of the debt.

F-92

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

We have revised the previously reported Combined Statement of Cash Flows for the year ended December 31, 2013, for certain errors identified. The first error was for the incorrect inclusion of cash flow contributions to investees and returns of investments, respectively, from investees not owned by Business. The second error pertained to the incorrect classification of the cash outflow of a contribution to an equity investee of the Business as an operating activity. The revision increased net cash provided by operating activities, as previously stated of $20,919,171, by $400,000; increased net cash used in investing activities, as previously stated of $16,043,563, by $1,218,591 and decreased net cash used in financing activities, as previously stated of $6,295,088, by $818,591. We do not believe that these corrections are material to the previously reported annual financial statements. The above corrections had no effect on the previously reported Combined Statements of Operations, Combined Balance Sheet or Combined Statement of Deficit.

3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Generally, matters subject to estimation and judgment include the valuation of assets and liabilities acquired in business combinations and asset acquisitions, allowance for doubtful accounts, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances and asset retirement obligations. Actual results could differ from those estimates.

Revenue Recognition

Revenues are generated from advertising contracts with advertising agencies and international, national and local advertisers located throughout the U.S. Revenue under advertising contracts is recognized over the period in which an advertisement is placed. For space provided to advertisers through the use of an advertising agency whose commission is calculated based on a stated percentage of gross billing revenues, revenues are reported net of agency commissions. Contract billings and cash received in advance of advertising revenue recognition are reflected as deferred revenue. Other revenues consist primarily of sign installation revenue and printing revenue, which are recognized when earned.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and money market accounts. The Business considers all highly liquid debt instruments having maturities of three months or less at the time of purchase to be cash equivalents.

Restricted cash represents deposits maintained with financial institutions for certain letters of credit that the withdrawal or use of which is restricted under the terms of the agreements.

Accounts Receivable

Receivables consist primarily of trade receivables from customers, net of advertising agency commissions, and are stated net of an allowance for doubtful accounts. The Business performs credit evaluations of its customers and, generally, does not require collateral. Past due accounts are monitored for collection and an allowance for doubtful accounts is established for the estimated losses to be sustained from the collection

F-93

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

effort, factoring into account the historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, as well as recent payment history for specific customers. Accounts receivable are written-off when the account is deemed uncollectible and subsequent recoveries are credited to the allowance when received. The gross accounts receivable allowance at December 31, 2013, is $1,614,785, of which $1,097,871 is included in “Security deposits and other assets” with the related long-term receivables.

Property, Plant and Equipment

Property, plant and equipment are carried at cost. Property, plant and equipment is depreciated and amortized, as applicable, using the straight-line method over the expected useful lives of the underlying assets. The estimated useful lives are as follows:

Leasehold improvements	Shorter of 15 years or life of lease
Outdoor and indoor equipment	Shorter of 15 years or life of lease
Other fixtures and equipment	5—7 years
Vehicles	5 years

Repairs and maintenance costs are expensed as incurred, while major renewals and betterments, which significantly extend the useful lives of existing property, plant and equipment, are capitalized and depreciated. Upon retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the accounts and any gain or loss recorded in income from operations.

The Business has an obligation under certain of its lease agreements to dismantle and remove its billboard structures and/or to restore the leased premises to their original condition upon the termination or nonrenewal of such agreements. The Business capitalizes the present value of these obligations as part of the cost of the related equipment or leasehold improvements and recognizes a corresponding asset retirement obligation. The obligation is accreted to the amounts expected to be paid through a charge to operating expenses.

Intangible Assets

Intangible assets primarily consist of customer contracts, leased location contracts, customer relationships, noncompete agreements, leasehold rights and advertising rights. The cost of these intangible assets, other than customer relationships and customer contracts, is amortized on a straight-line basis over the estimated period of economic benefit.

Customer relationships and customer contracts are amortized over their useful lives (three to fifteen years) on a basis consistent with the expected cash flows to be generated from these assets. Noncompete agreements are amortized over periods of three to five years based on contractual terms. Leased location contracts and leasehold rights are amortized over periods ranging from three years to the remaining life of the lease. Advertising rights are amortized from four to fifteen years. Amortizable lives are adjusted whenever there is a change in the estimated period of economic benefit.

Long-Lived Assets

The Business reviews its long-lived assets, except for goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the

F-94

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value.

Goodwill is recorded for the excess purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination. The Business evaluates the recoverability of its goodwill annually (at year end) and more frequently whenever events or changes in circumstances indicate that the asset may be impaired. In assessing goodwill for impairment, the Business has the option to perform a qualitative or quantitative assessment. Under the qualitative assessment, the Business considers the totality of events and circumstances affecting a reporting unit in order to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. The Business determines the fair value of its reporting units based on the present value of estimated future cash flows over a discrete projection period plus the residual value of the business at the end of the projection period. Management projects cash flows using estimated growth rates, operating margins and capital expenditures that are based on the Business’s internal forecasts of future performance, as well as historical trends, taking into consideration industry and market conditions. The discount rate used is based on the Business’s calculated weighted average cost of capital. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. In the second step, the implied fair value of the reporting unit’s goodwill is determined and compared to the carrying amount of that goodwill. An impairment loss is recognized to the extent the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill.

Investments in Investee Companies

Investments in businesses where the Business does not have control, but in which it exercises significant influence, are accounted for using the equity method. The Business reflects its net investments in joint ventures under the caption “Investments in investee companies”. Under the equity method of accounting, original investments are recorded at cost and are adjusted for the Business’s share of earnings or losses of the joint venture and for distributions received and contributions made. Equity in the earnings or losses of the joint ventures is recognized according to the percentage ownership in each joint venture. Distributions received from joint ventures that represent a return on investment are classified as cash flows from operating activities. Distributions that represent a return of the investment are classified as cash flows from investing activities and included in other income, net.

Investments of 20% or less, over which the Business has no significant influence, are accounted for under the cost method. These cost method investments are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. At December 31, 2013, the Business had $890,000 of cost investments that are included in “Security deposits and other assets” on the combined balance sheet.

Deferred Financing Costs

Costs associated with the issuance of debt are initially deferred and subsequently expensed, under the effective interest method, over the term of the related debt. These expenses are included in interest expense in the combined statement of operations.

F-95

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

Interest Rate Swap Agreements

The Business enters into interest rate swap agreements to manage the risks associated with its variable rate debt. Interest rate swap agreements are recorded at fair value and included in assets or liabilities, as appropriate. Changes in fair value at each balance sheet date and upon maturity are recorded in interest expense.

Equity-Based Compensation

The Business recognizes compensation expense for Class B interests in Holdings that are issued to employees of the Business (the “awards”), which vest immediately upon issuance. The Business has elected to measure awards using the intrinsic value method based on the formula value defined in Holding’s limited liability company agreement as amended and restated (the “Limited Liability Company Agreement”). Due to the nature of the awards, they are classified as a liability and the Business recognizes compensation expense (benefit), as applicable, for changes in the then-current formula value and amounts paid in excess of the then-current formula value to repurchase employees’ equity interests.

Income Taxes

Income taxes as presented are calculated on a separate return basis and may not be reflective of the results that would have occurred if tax returns were filed on a stand-alone basis.

The Business consists of limited liability companies (“LLCs”) and C corporations. The LLCs have elected to be treated as partnerships for federal and state income tax reporting purposes; accordingly, income and losses pass through to Communications’ member for income tax reporting purposes at the Holdings level. The Business is included in the New York City unincorporated business tax (“UBT”) filing of Holdings and recognizes UBT as if it filed on a separate return basis. The Business’s C corporations are subject to federal, state and local income taxes.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences and operating loss and tax credit carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Business records a valuation allowance against particular deferred income tax assets if it is more likely than not that those assets will not be realized. The provision for income taxes comprises the Business’s current tax liability and change in deferred income tax assets and liabilities.

Auditing Standards Codification 740 requires that all entities account for their uncertain tax positions using a prescribed recognition threshold and related measurement model. The Business recognizes the effect of income tax positions only if sustaining those positions is more likely than not. Taxable years 2010 through 2012 remain subject to examination.

Billboard Property Leases

The Business’s billboards are primarily located on leased real property. Lease agreements are negotiated for varying terms ranging from one month to multiple years. Lease terms vary considerably, but typically consist of fixed payments, contingent rents based on the revenues the Business generates from the leased

F-96

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

site or a combination of the two. The fixed component of lease costs is expensed on a straight line basis over the contract term, and contingent rent is expensed as it becomes probable, which is consistent with when the related revenues are recognized.

Concentration of Credit Risk

Financial instruments that subject the Business to credit risk are cash and cash equivalents and accounts receivable. The Business’s cash and cash equivalent balances were held primarily in bank deposit and money market accounts at two major money center banks. With respect to accounts receivable, approximately 88% of accounts receivable at December 31, 2013 were due from various advertising agencies. One advertising agency accounted for approximately 23% of the Business’s net revenues in 2013 and 24% of accounts receivable balance at December 31, 2013. No other individual advertising agency or customer comprised more than 10% of the Business’s net revenues for the year presented.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board issued Accounting Standard Update 2014-09 Revenue from Contracts with Customers (the “Standard”). Under the Standard, all companies are required to use a new five-step model to recognize revenue from customer contracts. The Standard is effective for the Business for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The Business may elect to apply this Standard earlier if certain criteria are met. The Business is in the process of evaluating the impact this Standard will have on its combined financial statements.

4. Business Combinations

The Business accounts for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combinations and are expensed as incurred. In a business combination achieved in stages, the Business remeasures its previously-held equity interest in the acquiree at its acquisition date fair value and recognizes the resulting gain or loss, if any, in earnings when control is obtained.

Acquisition of CityLites

On October 1, 2013, the Business purchased substantially all of the assets of CityLites USA, LLC (“CityLites”). CityLites owns, leases, markets and sells advertising signage and displays in and around the Minneapolis metropolitan area. This acquisition significantly expanded the Business’s outdoor media advertising business in the Minneapolis market.

The Business purchased assets and assumed liabilities from CityLites for $9,204,356, of which $9,000,000 was paid at closing with the remainder payable to CityLites upon the settlement of various working capital items outstanding at the acquisition date. As of December 31, 2013, $159,483 remains to be paid as a part of the final settlement of working capital. The Business recognized $50,761 of expense related to this transaction for the year ended December 31, 2013.

F-97

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

The following table summarizes the estimated fair value determined by internal studies and an independent third party appraisal of the assets acquired and liabilities assumed at the acquisition date:

Current assets	$	395,725
Property, plant and equipment		557,000
Intangibles		8,281,000
Goodwill		137,000
Total assets		9,370,725
Current liabilities		166,369
Total liabilities		166,369
Net assets acquired	$	9,204,356

The purchase price allocation resulted in the recognition of $137,000 in goodwill and $8,281,000 of amortizable intangible assets with no residual value, including $8,171,000 of advertising properties and rights, $70,000 of trade names and $40,000 of noncompete agreements. The amounts assigned to advertising properties and rights, trade names and noncompete agreements are amortized over the life of the leases, contracts or agreements. The weighted average life over which these acquired intangibles will be amortized is approximately six years. Goodwill recognized from the acquisition relates to synergies and expected contributions of CityLites related to geographic expansion and is deductible for income tax purposes.

Acquisition of interest from Mediavision, Incorporated (“Mediavision”)

On September 30, 2013, the Business paid Mediavision, its joint venture partner in Boston Outdoor Ventures, LLC (“BOV”), cash and non cash consideration of $361,160 for the remaining 50% of two classes of member interests in BOV, resulting in the transfer of the assets associated with these member interests to the Business. As a result of this transaction, BOV no longer has an interest in these assets. The transaction was accounted for as a step acquisition and the 50% interests previously held by the Business were re-measured to fair value of $361,160 at the acquisition date, resulting in a gain of $312,958. The Business considers the purchase price an indication of fair value of the 50% interest at the acquisition date as it is a negotiated amount, derived from the cash flows of the assets acquired. The estimated fair value of the assets acquired was $722,320, determined by management’s internal studies. The purchase price allocation resulted in the recognition of $625,917 of amortizable intangible assets with no residual value. These intangible assets relate entirely to advertising properties and rights and are amortized over the life of the underlying leases. The weighted average life over which these acquired intangibles will be amortized is approximately 17 years.

Acquisition of New York City PPTs

On March 22, 2013, the Business acquired, from a telephone services provider, approximately 550 public pay telephones (“PPTs”), located in New York City, and related enclosures, permits and other contractual rights to operate the PPTs. The purchase price for acquiring the assets consisted of $2,100,000 in cash and contingent future payments with an acquisition date fair value of $529,130. Estimated contingent payments of up to approximately $1,100,000 commence in 2015. The payments, if any, are subject to whether the existing franchise agreement between New York City and the Business is extended, either on a permanent or temporary basis, beyond the current October 2014 expiration date. This transaction was accounted for as a

F-98

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

business combination; accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values, as determined by management.

The purchase price allocation resulted in the recognition of $697,000 in property, plant and equipment and $1,932,130 of amortizable intangible assets with no residual value, comprised entirely of permits and contractual rights that will be amortized over approximately two years.

Acquisition of Fuel

On November 15, 2012, the Business purchased all of the issued and outstanding membership interests of Fuel Outdoor Holdings, LLC (“Fuel”). Fuel provides outdoor advertising space on billboards, wallscapes and other advertising displays in major metropolitan U.S. markets, including New York, Miami, Chicago, Dallas, San Francisco and Philadelphia. Fuel markets its locations to major national and local advertisers primarily through advertising agencies. This acquisition expanded the Business’s outdoor media advertising business in existing and new domestic markets.

The Business purchased all of the membership interests of Fuel for cash of $40,500,432, net of cash acquired of $1,943,833. The purchase price for the Fuel acquisition was subject to settlement of post-closing adjustments. In 2013, the Business entered into a settlement agreement with the previous owners of Fuel whereby the previous owners repaid the Business $1,018,466 of the initial cash purchase price as full settlement of the post-closing adjustments and the remaining payable to the seller outstanding of $28,760.

The following table summarizes the revised fair value of the assets acquired and liabilities assumed at the acquisition date:

Restricted cash	$	1,273,266
Accounts receivable		7,233,176
Other current assets		697,042
Property, plant and equipment		4,827,370
Intangibles		32,368,876
Other assets		342,650
Total assets		46,742,380
Current liabilities		6,759,712
Debt		529,462
Total liabilities		7,289,174
Net assets acquired	$	39,453,206

The final purchase price allocation resulted in the recognition of $32,368,876 of amortizable intangible assets with no residual value, including $31,318,876 of advertising properties and rights, $610,000 of customer contracts, $330,000 of trade names and $110,000 of noncompete agreements. These amounts assigned to advertising properties and rights, customer contracts, trade names and noncompete agreements are amortized over the life of the leases, contracts or agreements. The weighted average life over which these acquired intangibles will be amortized is approximately 11 years.

F-99

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

5. Property, Plant and Equipment

Property, plant and equipment at December 31, 2013 consist of the following:

Land	$	976,613
Leasehold Improvements		10,392,484
Outdoor and indoor equipment		66,831,130
Office fixtures and equipment		7,747,642
Vehicles		3,007,727
		88,955,596
Less: Accumulated depreciation		55,638,261
	$	33,317,335

Depreciation expense relating to property, plant and equipment amounted to $8,037,477 for the year ended December 31, 2013.

In 2013, the Business, in various transactions, sold certain property that had a cost of $891,097 and accumulated depreciation of $778,753 and realized an aggregate loss on sales of $109,344.

6. Intangible Assets and Goodwill

Intangible assets, other than goodwill, at December 31, 2013 consist of the following:

Gross carrying amount
Customer contracts	$	2,474,080
Leased location contracts		64,817,011
Customer relationships		1,957,581
Noncompete agreements		2,575,610
Leasehold rights		15,517,747
Kiosk advertising and permit rights		7,705,341
Other		200,000
		95,247,370
Accumulated amortization
Customer contracts		2,209,099
Leased location contracts		18,762,034
Customer relationships		1,957,579
Noncompete agreements		2,524,300
Leasehold rights		7,058,980
Kiosk advertising and permit rights		5,985,353
Other		45,322
		38,542,667
Total intangibles, net	$	56,704,703

Amortization expense relating to intangible assets amounted to $10,193,848 for the year ended December 31, 2013.

F-100

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

Estimated amortization expense for the next five years ending December 31 is as follows:

Years Ending December 31,
2014	$	10,204,866
2015		7,875,753
2016		7,402,287
2017		6,758,442
2018		5,593,584

The change in the carrying amount of goodwill for the year ended December 31, 2013 is as follows:

Balance, January 1, 2013	$	2,393,989
Goodwill acquired during the period		137,000
Balance, December 31, 2013	$	2,530,989

The Business performed qualitative assessments for the goodwill acquired during the year. Based on the qualitative assessments, considering the aggregation of the relevant factors, the Business concluded that it is not more likely than not that the fair values of the reporting unit is less that its respective carrying amounts. Therefore, performing the quantitative impairment test was unnecessary.

The Business performed the two-step quantitative goodwill impairment test for goodwill acquired prior to 2013. Based on the annual impairment test, the estimated fair value exceeded the carrying value of the reporting unit in excess of 20% and therefore the second step of the impairment test was unnecessary.

7. Investments in Investee Companies

The Business is party to several joint ventures accounted for under the equity method, as the business has significant influence but not control, as of and for the year ended December 31, 2013 as follows:

	Investment in		Equity in Income, net
729 Seventh Sign, LLC(a)	$	—	$	195,489
Van Wagner/Capital, LLC(b)		—		313,542
932 Southern Boulevard, LLC(c)		104,158		30,165
Take Two Outdoor Media, LLC(d)		45,671		879,700
Boston Outdoor Ventures, LLC(e)		575,800		821,115
Other Investments, net		4,736		(2,554	)
	$	730,365	$	2,237,457

a. In February 1998, the Business and 729 Sign Company (“Sign Company”) organized a limited liability company, 729 Seventh Sign, LLC (“729 Sign”), to construct and operate an outdoor sign on Seventh Avenue in New York City. 729 Sign has one class of members’ capital and two members. Initial contributions to 729 Sign were made 85% by Sign Company and 15% by the Business. Profit and losses and excess cash flows are distributed in accordance with the Members Operating Agreement. For the year ended December 31, 2013 the allocable amount of excess cash flows was 65% to Sign Company and 35% to the Business. No member is liable for any debts of 729 Sign or required to contribute any additional capital related to deficits incurred. The Business recognized distributions of

F-101

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

$161,741 in excess of its investment in 729 Sign as other income in the combined statement of operations.

b. In August 2000, the Business and two individuals organized a limited liability company, Van Wagner/Capital, LLC, to construct, install, maintain, operate and market advertising signs. The Business’s equity interest in Van Wagner/Capital, LLC as of December 31, 2013 was 50%. No member is liable for any debts of the joint venture or required to contribute any additional capital related to deficits incurred. The Business recognized distributions of $28,756 in excess of its investment in Van Wagner/Capital, LLC as other income in the combined statement of operations.

c. In January 2001, the Business and affiliates of Sign Up USA, Inc. organized a limited liability company, 932 Southern Boulevard, LLC, to construct, install, operate and market advertising signs. The Business’s equity interest in 932 Southern Boulevard, LLC as of December 31, 2013 was 50%. No member is liable for any debts of the joint venture or required to contribute any additional capital related to deficits incurred.

d. In September 2005, the Business and American Sign Company, LLC organized a limited liability company, Take Two Outdoor Media, LLC (“Take Two”), to construct, install, operate and market advertising signs. Take Two has one class of members’ capital and two members. The Business’s equity interest in Take Two as of December 31, 2013 was 50%. Profits and losses are shared by all members based on their respective percentage of ownership interests. No member is liable for any debts of the joint venture or required to contribute any additional capital related to deficits incurred.

e. In June 2007, the Business and Mediavision organized a limited liability company, BOV, to construct, install, operate and market advertising signs in the Boston, Massachusetts metropolitan area. BOV has multiple classes of members’ ownership interests. The two members own 50% of the equity within each class. Each class represents the Business’s ownership in a different class of assets, as defined in the BOV limited liability company agreement. No member is liable for any debts of the joint venture or required to contribute any additional capital related to deficits incurred.

At any time following the five-year anniversary of the installation of a sign structure underlying a class of assets, Mediavision has put rights to require the Business to purchase such interests based on a multiple of cash flows derived from the class of assets underlying these interests. Such rights may not be exercised if there are less than fifteen years remaining on the term of any lease agreement relating to the class of assets and under various other conditions. In addition, following such five-year anniversary referred to above, the Business has call rights to purchase such interests, also based on a multiple of cash flows derived from the class of assets underlying these interests.

F-102

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

Summarized balance sheet and statement of operations information of the joint ventures as of and for the year ended December 31, 2013 accounted for under the equity method, are as follows:

Combined balance sheet
Assets
Current assets	$	1,056,600
Property, plant and equipment, net		769,266
Other assets		422,876
Total assets	$	2,248,742
Liabilities and joint ventures’ equity
Current liabilities	$	1,547,593
Other long-term liabilities		1,168,155
Total liabilities		2,715,748
Joint ventures’ (deficit) equity		(467,006	)
Total liabilities and joint ventures’ (deficit) equity	$	2,248,742
Combined statement of operations
Net revenues	$	8,556,537
Costs and expenses
Selling and operating expenses		2,685,070
General and administrative		674,196
Depreciation and amortization		131,128
Total expenses		3,490,394
Net income	$	5,066,143

8. Accrued Expenses

Accrued expenses at December 31, 2013 consist of the following:

Compensation and employee related benefits	$	1,172,922
License and lease payments		15,387,132
Taxes payable		1,087,213
Professional fees		1,071,285
Other		2,752,679
	$	21,471,231

F-103

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

9. Asset Retirement Obligations

The Business’s asset retirement obligations include the costs associated with the removal of its structures, if applicable, principally related to the Business’s outdoor advertising installations. The following table reflects information related to the asset retirement obligations:

Balance at January 1, 2013	$	1,223,943
Additions to asset retirement obligations		30,187
Accretion expense		76,185
Liabilities settled		(353,187	)
Balance at December 31, 2013	$	977,128

10. Income Taxes

The Business has deferred income tax benefit of $190,454 in 2013.

Deferred income tax balances at December 31, 2013 are as follows:

Deferred tax assets
Net operating loss carryforwards	$	1,477,105
Temporary differences		911,133
Deferred tax assets		2,388,238
Deferred tax liabilities
Deferred tax liabilities—temporary differences		(38,879	)
Deferred tax assets, net	$	2,349,359

Deferred tax assets primarily relate to basis differences on property, plant and equipment, deferred rent, and net operating loss (“NOL”) carryforwards generated by the Business for the New York City UBT. The total amount of NOL carryforwards related to UBT at December 31, 2013 is approximately $31,000,000, which expire between 2024 and 2029. The deferred tax liability primarily relates to basis differences in intangible assets.

11. Debt

Senior Secured Credit Facility Dated August 3, 2012

During 2012, the Business entered into a $250,000,000 Credit Agreement (the “Senior Secured Credit Facility”) to refinance outstanding debt under the prior facility, fund distributions to Holdings to redeem outstanding indebtedness of Holdings, fund acquisitions and provide working capital. The Senior Secured Credit Facility is guaranteed by Holdings and all of its direct and indirect subsidiaries and is collateralized by existing and after-acquired personal property and real property of Communications, including Holdings’ interest in Communications and Communications’ interests in its subsidiaries, which includes the Business.

The Senior Secured Credit Facility was comprised of the following facilities: a $225,000,000 Term Loan (“Term B Loan”) and a $25,000,000 Revolving Credit Facility (“Revolver”). The Term B Loan and the Revolver are collectively referred to as “Senior Secured Debt”. The Revolver contains a separate sublimit of $10,000,000 for letters of credits. Any outstanding letters of credit reduce, on a dollar-for-dollar basis, the amount of borrowing capacity under the Revolver. The Term B Loan has a final maturity date of August 3, 2018 and the Revolver commitments expire on August 3, 2017.

F-104

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

On August 6, 2013, the Business amended the Senior Secured Credit Facility principally to provide for a new tranche of term loans which replaced all prior term loans and included new term loans in a principal amount of $5,000,000; increase the letter of credit sublimit to $12,500,000; and reduce the interest rates on the facility. In connection with the amendment, the Business recognized expenses of $631,068. Following the amendment, the Business had outstanding aggregate term loan borrowings of $227,750,000, the entire balance of which will hereinafter be referred to as the Term B Loan. The maturity dates for the credit facility were not amended.

As of December 31, 2013, there was $2,000,000 in borrowings outstanding under the Revolver and $5,959,788 in letters of credit outstanding. The letters of credit are generally used in lieu of security deposits for municipal authorities and landlords under license and lease agreements.

As of December 31, 2013, the long-term debt outstanding balance is as follows:

Term B Loan principal balance	$	225,472,500
Less: Unamortized discount		(2,680,231	)
		222,792,269
Less: Current portion		(4,555,000	)
		218,237,269
Revolver		2,000,000
Total long-term debt	$	220,237,269

As of December 31, 2013, the Term B Loan required quarterly principal payments of $1,138,750, commencing March 31, 2014, with the remaining balance due on August 3, 2018. The Senior Secured Credit Facility also provides for a mandatory excess cash flow payment equal to 0%, 25%, 50% or 75% of annual excess cash flow, as defined, with the exact percentage dependent on leverage ratios. Any payments are to be made in the year following that for which the excess cash flow payment is calculated and applied to remaining installments of the principal balance of the Term B Loan, in order of maturity. The Business determined that an excess cash flow payment of $1,445,830 was due for the year ended December 31, 2013. The Business paid this amount in April 2014. This amount is included in short-term debt as of December 31, 2013.

At December 31, 2013, the Term B Loan and Revolver mature as follows:

2014	$	4,555,000
2015		4,555,000
2016		4,555,000
2017		4,555,000
2018		209,252,500
	$	227,472,500

Interest payments on the various tranches of the facility are payable quarterly or at the end of the LIBOR period, as applicable, at the Business’s option, at either (i) LIBOR plus an applicable margin or (ii) a Base Rate, as defined, plus an applicable margin, provided, however, that both the LIBOR rate and Base Rate shall be subject to floors of 1.25% and 2.25%, respectively. The Base Rate is defined as the greater of a) the Prime Rate; b) the Federal Funds Rate plus 0.50%; and c) a Eurodollar based rate. The applicable margin for the Revolver shall be adjusted prospectively on a quarterly basis as determined by Communications’

F-105

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

consolidated leverage ratio, as defined in the credit facility agreement. On December 31, 2013, the blended average interest rate for borrowings under the Senior Secured Credit Facility (before the impact of the swap agreement) was 6.25%. The Business was required to enter into interest rate protection agreements covering a notional amount of not less than 50% of the Term B loans for at least two years from August 3, 2012.

The Senior Secured Credit Facility contains covenants that require Communications to maintain a Consolidated Senior Leverage Ratio, as defined, at or below 6.5x and restrict the ability of Communications to borrow additional amounts if such borrowings would cause the Consolidated Senior Leverage ratio to exceed that level or cause the Consolidated Total Leverage Ratio, as defined, to exceed 6.75x. At December 31, 2013, Communications Consolidated Senior Leverage Ratio was 5.75x and Consolidated Total Leverage Ratio was 5.86x. In addition, there are covenants that restrict, among other things, the ability of the Business to dispose of assets, create liens, make investments, and pay dividends or make other restricted payments. Communications was in compliance with its financial covenants at December 31, 2013.

Interest Rate Swap Agreements

The Business uses variable rate debt to finance its operations. The debt obligations expose the Business to variability in interest payments due to changes in interest rates. The Business believes that it is prudent to limit the variability of its interest payments. To meet this objective, the Business has in the past entered into interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk. These swap agreements converted a portion of variable-rate cash flow exposure on the debt obligations to fixed cash flows.

By using derivative financial instruments to hedge exposures to changes in interest rates, the Business exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the interest rate swap agreement. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with the interest rate swap agreement is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

The Business assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposure that may adversely impact expected future cash flows and by evaluating hedging opportunities.

During 2012, the Business entered into a new interest rate swap agreement to pay a fixed rate of interest of 1.468% plus the applicable LIBOR margin (6.468% at December 31, 2013) on a total notional value of $125,000,000, which expires on September 30, 2016. This agreement had a fair value liability position of $34,032 at December 31, 2013, which is included in accrued expenses.

The Business has not contemporaneously assessed the effectiveness of its swap agreements. Accordingly, the decrease in the fair value of the liability under the swap agreement of $372,854 for the year ended December 31, 2013 was reflected as a decrease to interest expense.

Other Debt

The Business has other debt outstanding of $2,124,131 at December 31, 2013. The current portion of the debt was $555,140 at December 31, 2013. The debt consists primarily of subordinated debt and other obligations issued or assumed in connection with acquisitions. Such obligations have interest rates ranging up to 6% per annum.

F-106

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

At December 31, 2013, the other debt matures as follows:

Years Ending December 31,
2014	$	586,640
2015		576,856
2016		385,635
2017		275,000
2018		75,000
Thereafter		225,000
	$	2,124,131

12. Fair Value of Financial Instruments

At December 31, 2013, the Business’s financial instruments included cash and cash equivalents, accounts receivable, accounts payable and debt. The fair value of cash and cash equivalents, accounts receivable, accounts payable and short-term debt and notes payable approximate their carrying values because of the short-term nature of these instruments. The following table provides fair value information with respect to the Business’s Senior Secured Debt as of December 31, 2013:

	Carrying Amount		Fair Value
Revolver	$	2,025,000	$	2,025,000
Term B Loan		225,472,500		228,291,000

Fair value of other long term debt approximates its carrying value. Fair value information with respect to the Business’s other long-term liabilities is not presented as such balances are not deemed significant at December 31, 2013.

The Financial Accounting Standards Board established a fair value hierarchy, consisting of three broad levels, that prioritizes the inputs for valuation techniques used to measure fair value. Level 1 inputs consist of observable inputs, such as quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs, observable either directly or indirectly, other than quoted prices in active markets included in Level 1. Level 3 inputs have the lowest priority, are generally less observable from objective sources and require the reporting entity to develop its own assumptions. The Business currently uses only Level 2 inputs to measure the fair value of the Term B Loan. The Term B Loan is traded in the secondary market for syndicated loans, although the debt trades infrequently and is highly illiquid. The fair values of these debt instruments are based on quotes obtained through major financial institutions and an analysis of trading levels of debt instruments of comparable media companies and comparable credits.

13. Equity-Based Compensation

The Business awards Class B interests in Holdings to employees as incentive awards. Under the Limited Liability Company Agreement, the Class B members do not have the right to vote or grant consents with respect to any matters, and, upon the occurrence of certain events, Class B members may put their interests to Holdings and Holdings may call the Class B members’ interest. The Class B interests have an embedded put option and an embedded call option. The put option is triggered by one of the following events: death of the Class B member, termination of employment of the Class B member other than for cause (as defined), or failure to renew the employment contract of the Class B member (except under certain circumstances).

F-107

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

Upon the occurrence of the put event, the Class B member (or the Class B interest holder if the interest had been transferred) has 90 days to cause Holdings to purchase all of his Class B interests. Under the Limited Liability Company Agreement, such obligations to Class B members can be satisfied by Holdings by issuing unsecured notes to the Class B members payable interest-only for ten years or, upon mutual agreement of Holdings and the member, instruments with alternative deferred payment terms. Based on the characteristics of the awards, including the repurchase features, they have been classified as a liability of the Business.

At December 31, 2013, the Business has a liability for such awards of $1,958,042 included in other long-term liabilities, representing the appreciation in value of 86,485 Class B interests in Holdings since their date of issuance. Compensation expense was decreased by $861,347 in 2013 was recorded in selling, general and administrative expense for changes in the formula value of the Class B interests in Holdings held during the year.

Effective May 28, 2013, in connection with the termination of an employee of the Non-Outdoor Business who was also a Class B interest unitholder, 4,032 units held by such employee were purchased at the formula value of $280,734 by two employees of the Business, who were also existing interest unitholders. The Business recognized a liability with respect to such units in the amount of their formula value.

14. Retirement Savings Plan

The Business maintains a retirement savings plan for certain of its employees. Under the plan (the “Retirement Savings Plan”), the Business makes 401(k) contributions of 3% of participant compensation, as defined, subject to certain limitations, annually. In addition, the Business may make annual discretionary contributions, as determined by management, also subject to certain limitations. The Business recognized $371,121 in expense for 2013 related to its contributions to the Retirement Savings Plan.

15. Multiemployer Pension and Postretirement Benefit Plans

The Business contributes to three multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees: National Electric Benefit Fund (“NEBF”), International Painters and Allied Trades Industry Pension Fund (“IUPAT”) and Sheet Metal Workers’ National Pension Fund (“NPF”). The other employers participating in these multiemployer plans are primarily in the painters, sheet metal working and electrical trade industries. The risks of participating in multiemployer plans are different from single-employer plans, as assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers and if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Additionally, if the Business chooses to stop participating in some of its multiemployer plans it may be required to pay those plans a withdrawal liability based on the underfunded status of the plan. Management does not intend to take any such action that would subject the Business to such liability.

The financial health of a multiemployer plan is indicated by the zone status, as defined by the Pension Protection Act of 2006, which represents the funded status of the plan as certified by the plan’s actuary. Plans in the red zone are less than 65% funded, the yellow zone are between 65% and 80% funded, and green zone are at least 80% funded. The percentage is obtained by dividing the plan’s assets by its liabilities on the valuation date of the plan year.

F-108

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

The table below presents information concerning the Business’s participation in multiemployer defined benefit plans:

Pension Plan	Collective Bargaining Expiration Date	Employer Identification Number/Pension Plan Number	Pension Protection Act Zone Status	Contributions
NEBF	July 31, 2015	53-0181657	Green	$	206,267
IUPAT	July 31, 2015	52-6073909	Yellow		102,820
NPF	July 31, 2016	52-6112463	Red		424,180
				$	733,267

Zone status for each individual plan listed above was certified by each plan’s actuary as of the beginning of the plan year. The plan year is the twelve months ending December 31 for each plan.

As a result of the above noted zone status for the NEBF plan, there was no funding improvement or rehabilitation plan implemented, as defined by the Employee Retirement Income Security Act of 1974 (“ERISA”), nor any surcharges imposed for the plan.

On April 2, 2009, the trustees of the IUPAT plan adopted a funding improvement plan which is in effect from January 1, 2012 through the earlier of either December 31, 2024, or until the plan is at least 80% funded. Surcharges are included in contributions, as required under the improvement plan.

The board of trustees for the NPF plan has issued and modified a rehabilitation plan that combines benefit reductions and contribution increases that are intended to enable the NPF plan to be at least 65% funded within a 13 year rehabilitation period. Surcharges are included in contributions, as required under the rehabilitation plan.

The Business’s contribution to each of these plans does not represent more than 5% of the total contributions received by each plan. The Business recognizes expense for the multiemployer pension and postretirement benefit plans based on the required contributions to the plans.

16. Related-Party Transactions

In the ordinary course of business, the Business enters into transactions with related parties to rent certain sign locations from entities that are controlled by affiliates. The Business also rents certain office space from an affiliate. Total related rent expense for the year ending December 31, 2013 was $1,066,080. Additionally, the Business provides management services to related parties. Management fees earned from these related parties were immaterial for the period presented.

Outdoor Advertising has an amount receivable from the Non-Outdoor Businesses on the combined balance sheet of $2,052,846 at December 31, 2013 for sign construction services provided by employees of the Business. No services were provided during the year ended December 31, 2013.

Historically, Communications provided services to and funded 100% of certain corporate expenses for all businesses, including the Non-Outdoor Businesses. These services relate to accounting and finance, human resources, information technology, facilities, and legal, among others. These financial statements include the Outdoor Advertising share of corporate expenses which have been allocated to Outdoor Advertising on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined revenues or headcount. The allocated expenses are included in the combined statement of operations in operating, selling, general and administrative, and depreciation and amortization expenses.

F-109

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating expenses, are reasonable.

The corporate allocations to the Business for the year ended December 31, 2013 were approximately $15.1 million.

Intercompany transactions other than services provided in the normal course of business operations between Outdoor Advertising and Non-Outdoor Businesses are considered to be effectively settled for cash. The total net effect of the settlement of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheet as invested equity. The net change in invested equity of Outdoor Advertising for the year ended December 31, 2013 of $4,299,192 primarily relates to cash pooling and general financing activities.

17. Commitments and Contingencies

Operating Leases and License Agreements

The Business is obligated under various operating lease agreements for office space, office equipment and automobiles, which expire at various dates through 2022. Rent expense under these leases amounted to $3,177,619 for the year ended December 31, 2013, which is recorded on a straight-line basis.

Additionally, the Business is obligated under operating leases and license agreements for certain sign locations. Such space is leased or licensed by the Business for advertising purposes under leases or licenses that expire at various dates. Rent expense under such leases and licenses is recorded on a straight-line basis and amounted to $96,516,409 for the year ended December 31, 2013. Rent expense includes both guaranteed minimum payments and contingent rents based on advertising revenues from certain properties.

The following is a schedule of future noncancelable minimum lease and license payments as of December 31, 2013:

Years Ending December 31,
2014	$	47,102,961
2015		44,678,334
2016		42,581,620
2017		30,726,436
2018		27,669,867
Thereafter		165,078,820
	$	357,838,038

Litigation

The Business is subject to claims and litigation in the normal course of its business for which management does not believe the outcome will have a material adverse effect upon its financial position, results of operations or cash flows.

On April 13, 2011, the City of Los Angeles, on behalf of itself and the People of the State of California (the “City”) initiated a lawsuit in the Superior Court of California against the Business and owners of certain properties on which the Business installed advertisements in Los Angeles. The suit alleged, among other things, that the Business violated certain state and local laws prohibiting such advertising signs. The suit

F-110

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

sought injunctive relief and monetary relief relating to the installation and display of supergraphic advertisements by the Business at 15 locations in Los Angeles primarily during the period 2008 to 2010. The Business operated at these advertising locations during this period subject to a stipulation it entered into with the City in October 2008, which was approved by the United States District Court for the Central District of California. The Business voluntarily removed the signs in the program, including those advertisements that are covered by the suit, in May 2010, even though it believed that it had the right at that time to continue to operate them under the Court-approved stipulation.

The Business filed an Answer to the City’s claims, denying liability. In addition, on January 13, 2012, the Business filed cross-claims against the City, seeking injunctive relief and monetary damages arising from the City’s Ordinance banning off-site signs and modifications thereto and its disparate treatment of the Business under the Ordinance.

In June 2013, the Business and the City entered into a settlement agreement, resolving their claims against one another. Pursuant to that settlement agreement, the Business paid and expensed $385,000 to the City, which is included in operating expenses in the combined statement of operations. Thereafter, the City dismissed its claims against the Business with prejudice, and the Business dismissed its cross-claims against the City with prejudice.

Commercial Rent Tax

On June 10, 2014, as part of an audit of the Business’s payment of New York City commercial rent tax, the City of New York (the “NYC”) presented the Business with preliminary workpapers indicating a proposed adjustment of approximately $9.6 million related to the Business’s commercial rent tax liability for the period from June 1, 2002 to May 31, 2013. The proposed adjustment amount includes proposed taxes, calculated based on commercial rent paid, as well as interest and penalties. Management strongly disagrees with the NYC’s preliminary calculations and supporting documentation and intends to vigorously defend its position.

Given the preliminary nature of this matter, management cannot yet determine an amount or range of potential liability, if any, that might result. Moreover, even if the Business owes additional commercial rent tax during the period, under applicable law, the Business may take a deduction from any taxes owed for subtenant rent received from its advertisers. If the Business elects to take such deduction, management believes that such deduction would offset the full amount any taxes owed.

18. Business Segment

The Business is managed as a single business unit that develops markets and maintains sign structures, wall signs, telephone kiosks, bus wraps and other media types and structures for the purpose of advertising throughout the US. The Business consists of a number of different subsidiaries or divisions (collectively “Subsidiaries”) which are differentiated by either geographic market, media type, prior ownership or other. However, the Subsidiaries within the Business are operated as one. They share a common senior management and sales team and compensation plans for senior managers are based on aggregated results. When making resource allocation decisions, our chief operating decision maker evaluates profitability data but gives no weight to the financial impact of the resource allocation decision on an individual subsidiary. The Business’s objective in making resource allocation decisions is to maximize its combined financial results, not the individual results of the respective units.

F-111

Outdoor Advertising

Notes to Combined Financial Statements

December 31, 2013

19. Subsequent Events

Management has evaluated all other events and transactions that occurred after December 31, 2013 through June 19, 2014, the date the combined financial statements were available to be issued and has determined that all material subsequent events or transactions that would require disclosure have been included in the combined financial statements.

20. Subsequent Events (Unaudited)

On October 1, 2014, Holdings sold its right, title and interest in and all of the membership interests of the Business to CBS Outdoor Americas Inc. and CBS Outdoor LLC for $690 million. In connection with the sale, the Business spun off by way of distribution, or otherwise, the assets of the Business that did not primarily relate to the outdoor media and advertising business of Communications, including assets that relate to the general administrative and operational functions of the Business. Also in connection with the sale, on October 1, 2014, the entire principal balance of the Senior Secured Credit Facility, plus accrued interest, was repaid in full.

F-112

Outfront Media Capital LLC

and

Outfront Media Capital Corporation,

wholly owned subsidiaries of

OUTFRONT Media Inc.

OFFER TO EXCHANGE

Up to $550,000,000 aggregate principal amount of 5.250% Senior Notes due 2022 for any and all outstanding 5.250% Senior Notes due 2022

AND

Up to $400,000,000 aggregate principal amount of 5.625% Senior Notes due 2024 For any and all outstanding 5.625% Senior Notes due 2024

AND

Up to $450,000,000 aggregate principal amount of 5.875% Senior Notes due 2025 for any and all outstanding 5.875% Senior Notes due 2025

PROSPECTUS

                    , 2014

PART II

Information Not Required in Prospectus

Item 20. Indemnification of Directors and Officers.

Maryland Corporations

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and that is material to the cause of action. Our charter will contain a provision that eliminates the liability of our directors and officers to the maximum extent permitted by Maryland law.

The Maryland General Corporation Law requires us (unless our charter provides otherwise, which our charter will not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The Maryland General Corporation Law permits us to indemnify any present or former director or officer, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him or her in connection with any proceeding to which he or she may be made or threatened to be made a party by reason of his or her service in those or other capacities unless it is established that:

• the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;

• the director or officer actually received an improper personal benefit in money, property or services; or

• in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

Under the Maryland General Corporation Law, we may not indemnify a director or officer in a suit by us or in our right in which the director or officer was adjudged liable to us or in a suit in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that a personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses.

In addition, the Maryland General Corporation Law permits us to advance reasonable expenses to a director or officer upon our receipt of:

• a written affirmation by the director or officer of his or her good-faith belief that he or she has met the standard of conduct necessary for indemnification by us; and

• a written undertaking by or on behalf of the director or officer to repay the amount paid or reimbursed by us if it is ultimately determined that the director or officer did not meet the standard of conduct.

Our charter authorizes us, and our bylaws obligate us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

• any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in that capacity; and

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• any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, trustee or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.

Our charter and bylaws will also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee of our company or a predecessor of our company.

The indemnification and payment or reimbursement of expenses provided by the indemnification provisions of our charter and bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any statute, bylaw, resolution, insurance, agreement, vote of stockholders or disinterested directors or otherwise.

In addition, we intend to enter into separate indemnification agreements with each of our directors in the form filed as Exhibit 10.5 to this registration statement. Each indemnification agreement will provide, among other things, for indemnification as provided in the agreement and otherwise to the fullest extent permitted by law and our charter and bylaws against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The indemnification agreements will provide for the advancement or payment of expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such advancement.

Outdoor Inc.’s articles of incorporation and bylaws generally provide for indemnification of its respective officers and directors to the fullest extent permitted under Maryland law.

Delaware Corporations

Pursuant to Section 145(a) of the Delaware General Corporation Law, or DGCL, Delaware corporations may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, agent or employee of a Delaware corporation or is or was serving at a Delaware corporation’s request as a director, officer, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgment fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding.

Pursuant to Section 145(b) of the DGCL, the power to indemnify also applies to actions brought by or in the right of each Delaware corporation, but only to the extent of defense expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit. Pursuant to Section 145(b), no Delaware corporation shall indemnify any person in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to it unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstance of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The power to indemnify under Sections 145(a) and (b) of the DGCL applies (i) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (ii) if such person acted in good faith and in a manner he reasonably believed to be in the best interest, or not opposed to the best interest, of the Delaware corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was lawful.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable

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for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

The articles of incorporation and bylaws of Outfront Media Capital Corporation, Outfront Media L.A. Inc., Outfront Media Outernet Inc. and Outfront Media Sports Inc. generally provide for indemnification of their respective officers and directors to the fullest extent permitted under Delaware law.

Delaware Limited Liability Companies

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The limited liability company agreements of Outfront Media Capital LLC, Fuel Outdoor Holdings LLC, Fuel Outdoor San Francisco LLC, Metro Fuel LLC, Outfront Media Group LLC, Outfront Media LLC, Outfront Media Miami LLC and Outfront Media Wall to Wall LLC generally provide for the indemnification of their respective officers and directors to the fullest extent permitted under Delaware law.

New York Corporations

Section 721 of the New York Business Corporation Law, or NYBCL, provides that, in addition to indemnification provided in Article 7 of the NYBCL, a corporation may indemnify a director or officer by a provision contained in the certificate of incorporation or bylaws or by a duly authorized resolution of its shareowners or directors or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and material to the cause of action, or that such director or officer personally gained in fact a financial profit or other advantage to which he was not legally entitled.

Section 722(a) of the NYBCL provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Section 722(c) of the NYBCL provides that a corporation may indemnify a director or officer, made or threatened to be made a party in a derivative action, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action or in connection with an appeal therein if such director or officer acted in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be available under Section 722(c) of the NYBCL in respect of a threatened or pending action which is settled or otherwise disposed of, or any claim as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines, upon application, that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

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Section 723 of the NYBCL specifies the manner in which payment of indemnification under Section 722 of the NYBCL or indemnification permitted under Section 721 of the NYBCL may be authorized by the corporation. It provides that indemnification may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723.

Section 724 of the NYBCL provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized. Section 722 and Section 723 of the NYBCL contain certain other miscellaneous provisions affecting the indemnification of directors and officers.

Section 726 of the NYBCL authorizes the purchase and maintenance of insurance to indemnify (1) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of Article 7 of the NYBCL, (2) directors and officers in instances in which they may be indemnified by the corporation under the provisions of Article 7 of the NYBCL, and (3) directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of Article 7 of the NYBCL, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance.

The articles of incorporation and bylaws of Century Prince Street, Inc. and Mizey Realty Co., Inc. generally provide for the indemnification of their respective officers and directors to the fullest extent permitted under New York law.

New York Limited Liability Companies

Section 420 of the New York Limited Liability Company Law permits a limited liability company to indemnify and hold harmless, and advance expenses to, any member, manager, or other person, or any testator or intestate of such member, manager or other person, from and against any and all claims and demands whatsoever; provided, however, that no indemnification may be made to or on behalf of any member, manager or other person if a judgment or other final adjudication adverse to such person establishes (1) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (2) that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

The limited liability company agreements of Fuel Outdoor LLC, Millennium Billboards L.L.C., Motion Pictures Promotions, LLC, Outfront Media Boston LLC, Outfront Media Bus Advertising LLC, Outfront Media Chicago LLC, Outfront Media Citylites LLC, Outfront Media Electrical & Maintenance LLC, Outfront Media Kiosk Advertising LLC, Outfront Media Miami Holdings LLC, Outfront Media Minnesota LLC, Outfront Media San Francisco LLC, Outfront Media Sign Erectors LLC, Outfront Media Transportation Advertising LLC and Outfront Media VW Communications LLC generally provide for the indemnification of their respective officers and directors to the fullest extent permitted under New York law.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits: The list of exhibits is set forth under “Exhibit Index” at the end of the registration statement of which this prospectus forms a part and is incorporated herein by reference.

(b) Financial Statement Schedules: See Index to Consolidated Financial Statements and the related notes thereto.

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Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

II-5

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(7) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Capital LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA CAPITAL LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 22, 2014
OUTDOOR INC.
By:
/s/ Donald R. Shassian Donald R. Shassian	Member Manager	December 22, 2014

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Capital Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA CAPITAL CORPORATION
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	December 22, 2014
/s/ Richard H. Sauer Richard H. Sauer	Director	December 22, 2014
/s/ George Wood George Wood	Director	December 22, 2014

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, OUTFRONT Media Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA INC.
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 22, 2014
/s/ Nicolas Brien Nicolas Brien	Director	December 22, 2014
/s/ Manuel Diaz Manuel Diaz	Director	December 22, 2014
/s/ Peter Mathes Peter Mathes	Director	December 22, 2014
/s/ Susan Tolson Susan Tolson	Director	December 22, 2014
/s/ Joseph H. Wender Joseph H. Wender	Director	December 22, 2014

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Century Prince Street, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

CENTURY PRINCE STREET, INC.
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	December 22, 2014
/s/ Richard H. Sauer Richard H. Sauer	Director	December 22, 2014
/s/ George Wood George Wood	Director	December 22, 2014

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Fuel Outdoor LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

FUEL OUTDOOR LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Fuel Outdoor Holdings LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

FUEL OUTDOOR HOLDINGS LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Fuel Outdoor San Francisco LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

FUEL OUTDOOR SAN FRANCISCO LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Metro Fuel LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

METRO FUEL LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Millennium Billboards L.L.C. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

MILLENNIUM BILLBOARDS L.L.C.
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Mizey Realty Co., Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

MIZEY REALTY CO., INC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	December 22, 2014
/s/ Richard H. Sauer Richard H. Sauer	Director	December 22, 2014
/s/ George Wood George Wood	Director	December 22, 2014

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Motion Pictures Promotions, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

MOTION PICTURES PROMOTIONS, LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outdoor Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTDOOR INC.
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	December 22, 2014
/s/ Richard H. Sauer Richard H. Sauer	Director	December 22, 2014
/s/ George Wood George Wood	Director	December 22, 2014

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Boston LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA BOSTON LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Bus Advertising LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA BUS ADVERTISING LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Chicago LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA CHICAGO LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Citylites LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA CITYLITES LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Electrical & Maintenance LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA ELECTRICAL & MAINTENANCE LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Group LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA GROUP LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 22, 2014
OUTFRONT MEDIA LLC		December 22, 2014
By:
/s/ Donald R. Shassian Donald R. Shassian	Member Manager

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Kiosk Advertising LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA KIOSK ADVERTISING LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media L.A. Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA L.A. INC.
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	December 22, 2014
/s/ Richard H. Sauer Richard H. Sauer	Director	December 22, 2014
/s/ George Wood George Wood	Director	December 22, 2014

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 22, 2014
OUTFRONT MEDIA CAPITAL LLC		December 22, 2014
By:
/s/ Donald R. Shassian Donald R. Shassian	Manager

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Miami Holdings LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA MIAMI HOLDINGS LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy S. Male Jeremy S. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Miami LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA MIAMI LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Minnesota LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA MINNESOTA LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Outernet Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA OUTERNET INC.
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	December 22, 2014
/s/ Richard H. Sauer Richard H. Sauer	Director	December 22, 2014
/s/ George Wood George Wood	Director	December 22, 2014

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media San Francisco LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA SAN FRANCISCO LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Sign Erectors LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA SIGN ERECTORS LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Sports Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA SPORTS INC.
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	December 22, 2014
/s/ Richard H. Sauer Richard H. Sauer	Director	December 22, 2014
/s/ George Wood George Wood	Director	December 22, 2014

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Transportation Advertising LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA TRANSPORTATION ADVERTISING LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media VW Communications LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Outfront Media Wall to Wall LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of December, 2014.

OUTFRONT MEDIA WALL TO WALL LLC
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes Donald R. Shassian, Richard H. Sauer and Louis Capocasale as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrant’s Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Jeremy J. Male Jeremy J. Male	Chief Executive Officer (Principal Executive Officer)	December 22, 2014
/s/ Donald R. Shassian Donald R. Shassian	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Manager	December 22, 2014

II-37

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Reorganization, dated as of January 15, 2014, by and among CBS Corporation, CBS Outdoor Americas Inc. and CBS Radio Media Corporation (incorporated herein by reference to Exhibit 2.1 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on January 31, 2014).
2.2	Master Separation Agreement, dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Corporation (incorporated herein by reference to Exhibit 2.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014).+
2.3	Membership Interest Purchase Agreement, dated as of July 20, 2014, by and among CBS Outdoor Americas Inc., CBS Outdoor LLC, Van Wagner Communications, LLC, Van Wagner Twelve Holdings, LLC and Richard M. Schaps (incorporated herein by reference to Exhibit 2.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on July 21, 2014).+
3.1	Articles of Amendment and Restatement of OUTFRONT Media Inc. effective March 28, 2014, as amended by the Articles of Amendment of OUTFRONT Media Inc. effective November 20, 2014. (incorporated herein by reference to Exhibit 3.1 to OUTFRONT Media Inc.’s Current Report on Form 8-K, filed on November 20, 2014).
3.2	Amended and Restated Bylaws of OUTFRONT Media Inc. (incorporated herein by reference to Exhibit 3.2 to OUTFRONT Media Inc.’s Current Report on Form 8-K, filed on November 20, 2014).
3.3	Certificate of Formation of Outfront Media Capital LLC.
3.4	Operating Agreement of Outfront Media Capital LLC.
3.5	Certificate of Incorporation of Outfront Media Capital Corporation.
3.6	By-laws of Outfront Media Capital Corporation.
3.7	Certificate of Incorporation of Century Prince Street, Inc.
3.8	By-laws of Century Prince Street, Inc.
3.9	Certificate of Formation of Fuel Outdoor Holdings LLC.
3.10	Operating Agreement of Fuel Outdoor Holdings LLC.
3.11	Articles of Organization of Fuel Outdoor LLC.
3.12	Operating Agreement of Fuel Outdoor LLC.
3.13	Certificate of Formation of Fuel Outdoor San Francisco LLC.
3.14	Operating Agreement of Fuel Outdoor San Francisco LLC.
3.15	Certificate of Formation of Metro Fuel LLC.
3.16	Operating Agreement of Metro Fuel LLC.
3.17	Articles of Organization of Millennium Billboards L.L.C.
3.18	Operating Agreement of Millennium Billboards L.L.C.
3.19	Certificate of Incorporation of Mizey Realty Co., Inc.
3.20	By-laws of Mizey Realty Co., Inc.
3.21	Articles of Organization of Motion Picture Promotions, LLC.

3.22	Operating Agreement of Motion Picture Promotions, LLC.
3.23	Articles of Incorporation of Outdoor Inc.
3.24	Bylaws of Outdoor Inc.
3.25	Articles of Organization of Outfront Media Boston LLC.
3.26	Operating Agreement of Outfront Media Boston LLC.
3.27	Articles of Organization of Outfront Media Bus Advertising LLC.
3.28	Operating Agreement of Outfront Media Bus Advertising LLC.
3.29	Articles of Organization of Outfront Media Chicago LLC.
3.30	Operating Agreement of Outfront Media Chicago LLC.
3.31	Articles of Organization of Outfront Media Citylites LLC.
3.32	Operating Agreement of Outfront Media Citylites LLC.
3.33	Articles of Organization of Outfront Media Electrical & Maintenance LLC.
3.34	Operating Agreement of Outfront Media Electrical & Maintenance LLC.
3.35	Certificate of Formation of Outfront Media Group LLC.
3.36	Operating Agreement of Outfront Media Group LLC.
3.37	Articles of Organization of Outfront Media Kiosk Advertising LLC.
3.38	Operating Agreement of Outfront Media Kiosk Advertising LLC.
3.39	Certificate of Incorporation of Outfront Media L.A. Inc.
3.40	By-laws of Outfront Media L.A. Inc.
3.41	Certificate of Formation of Outfront Media LLC.
3.42	Operating Agreement of Outfront Media LLC.
3.43	Articles of Organization of Outfront Media Miami Holdings LLC.
3.44	Operating Agreement of Outfront Media Miami Holdings LLC.
3.45	Certificate of Formation of Outfront Media Miami LLC.
3.46	Operating Agreement of Outfront Media Miami LLC.
3.47	Articles of Organization of Outfront Media Minnesota LLC.
3.48	Operating Agreement of Outfront Media Minnesota LLC.
3.49	Certificate of Incorporation of Outfront Media Outernet Inc.
3.50	By-laws of Outfront Media Outernet Inc.
3.51	Articles of Organization of Outfront Media San Francisco LLC.
3.52	Operating Agreement of Outfront Media San Francisco LLC.
3.53	Articles of Organization of Outfront Media Sign Erectors LLC.
3.54	Operating Agreement of Outfront Media Sign Erectors LLC.
3.55	Certificate of Incorporation of Outfront Media Sports Inc.

3.56	By-laws of Outfront Media Sports Inc.
3.57	Articles of Organization of Outfront Media Transportation Advertising LLC.
3.58	Operating Agreement of Outfront Media Transportation Advertising LLC.
3.59	Articles of Organization of Outfront Media VW Communications LLC.
3.60	Operating Agreement of Outfront Media VW Communications LLC.
3.61	Certificate of Formation of Outfront Media Wall to Wall LLC.
3.62	Operating Agreement of Outfront Media Wall to Wall LLC.
4.1	Indenture, dated as of January 31, 2014, by and among CBS Outdoor Americas Capital LLC, CBS Outdoor Americas Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (incorporated herein by reference to Exhibit 4.1 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on January 31, 2014).
4.2	Registration Rights Agreement, dated as of January 31, 2014, by and among CBS Outdoor Americas Capital LLC, CBS Outdoor Americas Capital Corporation, the guarantors named therein and Deutsche Bank Securities Inc., Wells Fargo Securities, LLC and Citigroup Global Markets Inc. (incorporated herein by reference to Exhibit 4.2 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on January 31, 2014).
4.3	Indenture, dated as of October 1, 2014, by and among CBS Outdoor Americas Capital LLC, CBS Outdoor Americas Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (incorporated herein by reference to Exhibit 4.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on October 2, 2014).
4.4	First Supplemental Indenture, dated as of October 1, 2014, by and among CBS Outdoor Americas Capital LLC, CBS Outdoor Americas Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (incorporated herein by reference to Exhibit 4.2 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on October 2, 2014).
5.1	Opinion of Jones Day.
5.2	Opinion of Venable LLP.
10.1	Tax Matters Agreement, dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Corporation (incorporated herein by reference to Exhibit 10.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014).
10.2	Transition Services Agreement, dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Corporation (incorporated herein by reference to Exhibit 10.2 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014).
10.3	Registration Rights Agreement, dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Corporation (incorporated herein by reference to Exhibit 10.4 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014).
10.4	License Agreement, dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Broadcasting Inc. (incorporated herein by reference to Exhibit 10.3 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014).
10.5	Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.5 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014).

10.6	Commitment Letter, dated as of July 20, 2014, between CBS Outdoor Americas Capital LLC, CBS Outdoor Americas Capital Corporation, CBS Outdoor Americas Inc., Wells Fargo Securities, LLC and WF Investment Holdings, LLC (incorporated herein by reference to Exhibit 10.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on July 21, 2014).
10.7	Amended and Restated Transition Services Agreement, dated as of July 16, 2014, by and between CBS Outdoor Americas Inc. and CBS Corporation (incorporated herein by reference to Exhibit 10.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on July 16, 2014).
10.8	Amended and Restated License Agreement, dated as of July 16, 2014, by and between CBS Outdoor Americas Inc. and CBS Broadcasting Inc. (incorporated herein by reference to Exhibit 10.2 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on July 16, 2014).
10.9	Credit Agreement, dated as of January 31, 2014, by and among CBS Outdoor Americas Capital LLC, CBS Outdoor Americas Capital Corporation, the guarantors party thereto, Citibank, N.A. and the other lenders party thereto from time to time.
10.10	CBS Outdoor Americas Omnibus Stock Incentive Plan, effective as of March 27, 2014 (incorporated herein by reference to Exhibit 10.6 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014).
10.11	CBS Outdoor Americas Inc. Executive Bonus Plan, effective as of March 27, 2014 (incorporated herein by reference to Exhibit 10.7 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014).
10.12	Outdoor Excess 401(k) Plan, effective as of January 1, 2014 (incorporated herein by reference to Exhibit 10.9 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014).
10.13	Employment Agreement with Jeremy J. Male, dated as of September 6, 2013 (incorporated herein by reference to Exhibit 10.10 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014).
10.14	Employment Agreement with Wally Kelly, dated as of August 21, 2013 (incorporated herein by reference to Exhibit 10.11 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014).
10.15	Employment Agreement with Donald R. Shassian, dated as of November 20, 2013 (incorporated herein by reference to Exhibit 10.12 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014).
10.16	Employment Agreement with Raymond Nowak, dated as of November 25, 2013 (incorporated herein by reference to Exhibit 10.13 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014).
10.17	Employment Letter with Richard Sauer, dated as of October 26, 2006 (incorporated herein by reference to Exhibit 10.14 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014).
10.18	Employment Agreement with Richard Sauer, dated as of February 17, 2014 (incorporated herein by reference to Exhibit 10.15 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014).
10.19	Form of Certificate and Terms and Conditions for Performance-Based Restricted Share Units Awards with Time Vesting (incorporated herein by reference to Exhibit 10.11 to CBS Outdoor Americas Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).
10.20	Form of Certificate and Terms and Conditions for Restricted Share Units Awards with Time Vesting (incorporated herein by reference to Exhibit 10.12 to CBS Outdoor Americas Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).

10.21	Form of Certificate and Terms and Conditions for Restricted Share Units Awards with Time Vesting for Directors of CBS Outdoor Americas Inc. (incorporated herein by reference to Exhibit 10.13 to CBS Outdoor Americas Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).
10.22	Summary of CBS Outdoor Americas Inc. Compensation for Outside Directors (incorporated herein by reference to Exhibit 10.14 to CBS Outdoor Americas Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).
10.23	CBS Corporation 2004 Long-Term Management Incentive Plan (as amended and restated through May 25, 2006) (incorporated herein by reference to Exhibit 10 to CBS Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, File No. 001-09553).
10.24	CBS Corporation 2009 Long-Term Incentive Plan (effective February 21, 2008, as amended and restated May 23, 2013) (incorporated herein by reference to Exhibit 10(c) to CBS Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No. 001-09553).
10.25	Form of Certificate and Terms and Conditions for Converted Stock Options (incorporated herein by reference to Exhibit 10(c)(ii) to CBS Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, File No. 001-09553).
10.26	Form of Certificate and Terms and Conditions of Converted Performance-Based Restricted Share Units with Time Vesting (incorporated herein by reference to Exhibit 10(c)(v) to CBS Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, File No. 001-09553).
10.27	Form of Certificate and Terms and Conditions of Converted Restricted Share Units with Time Vesting (incorporated herein by reference to Exhibit 10(c)(vii) to CBS Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, File No. 001-09553).
10.28	Employment Agreement with Andy Sriubas, dated as of July 28, 2014 (incorporated herein by reference to Exhibit 10.2 to CBS Outdoor Americas Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014).
10.29	Registration Rights Agreement, dated as of October 1, 2014, by and among CBS Outdoor Americas Capital LLC, CBS Outdoor Americas Capital Corporation, the guarantors named therein and Wells Fargo Securities, LLC and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 10.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on October 2, 2014).
10.30	Employment Agreement with Clive Punter, dated as of October 6, 2014.
10.31	Employment Agreement with Nancy Tostanoski, dated as of May 5, 2014.
10.32	Employment Agreement with Jodi Senese, dated as of April 15, 2013.
10.33	Letter Agreement with Wally Kelly, dated as of July 23, 2014.
10.34	Letter Agreement with Raymond Nowak, dated of as November 25, 2014 (incorporated herein by reference to Exhibit 10.1 to OUTFRONT Media Inc.’s Current Report on Form 8-K, filed on December 2, 2014).
12.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
21.1	List of Subsidiaries of OUTFRONT Media Inc.
23.1	Consent of PricewaterhouseCoopers LLP (with respect to OUTFRONT Media Inc.).
23.2	Consent of PricewaterhouseCoopers LLP (with respect to Outfront Media VW Communications LLC).
23.3	Consent of Jones Day (included in Exhibit 5.1).

23.4	Consent of Venable LLP (included in Exhibit 5.2).
24.1	Powers of Attorney (Included on the signature pages of this Form S-4 and incorporated herein by reference).
25.1	Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 for the 2022 Notes.
25.2	Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 for the 2024 Notes.
25.3	Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 for the 2025 Notes.
99.1	Form of Letter of Transmittal.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Document
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

+ Schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. OUTFRONT Media Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedule, annex or exhibit upon request.

EX-3.3

Exhibit 3.3

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:47 AM 11/20/2014

FILED 08:01 AM 11/20/2014

SRV 141434220 - 5440535 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: CBS Outdoor Americas Capital LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is: Outfront Media Capital LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14^th day of November, A.D. 2014.

By:
	Authorized Person(s)
Name:
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:56 AM 12/02/2013

FILED 10:00 AM 12/02/2013

SRV 131361553 - 5440535 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is CBS OUTDOOR AMERICAS CAPITAL LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 27 day of November, 2013.

By:
	Authorized Person (s)
Name:	Louis J. Briskman

EX-3.4

Exhibit 3.4

FIRST AMENDMENT TO THE OPERATING AGREEMENT

OF

CBS OUTDOOR AMERICAS CAPITAL LLC

This First Amendment (this “Amendment”) to the Operating Agreement of CBS Outdoor Americas Capital LLC (the “Company”) dated as of December 2, 2013 (“Agreement”) is entered into by the Sole Member, Outdoor Inc., effective as of November 20, 2014.

1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

2. Article I, Definitions, the term company shall be amended and restated as: “Company” shall mean Outfront Media Capital LLC, a Delaware limited liability company.

3. Article II, Section 1 is amended in its entirety and replaced as follows:

“1. Name. The name of the Company is Outfront Media Capital LLC, a Delaware limited liability company.”

4. Except as otherwise provided herein, the Agreement shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement effective as of the date first written above.

OUTDOOR INC., as Sole Member
By:	/s/ Richard H. Sauer
Name:	Richard H. Sauer
Title:	Executive Vice President,
	General Counsel & Secretary

OPERATING AGREEMENT

OF

CBS OUTDOOR AMERICAS CAPITAL LLC

This Operating Agreement of CBS Outdoor Americas Capital LLC (the “Company”), a Delaware limited liability company, is made and entered into as of December 2, 2013 by CBS Outdoor Americas Inc. (the “Member”), in accordance with the terms of this Agreement and the Delaware Act (as hereinafter defined).

WITNESSETH:

WHEREAS, the Certificate of Formation of the Company was filed with the Secretary of State of Delaware on December 2, 2013, in accordance with the provisions of the Delaware Act; and

WHEREAS, the Member desires to set forth herein the manner in which such limited liability company shall be governed and operated;

NOW, THEREFORE, the Member, intending to be legally bound hereby, adopts this Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean CBS Outdoor Americas Capital LLC, a Delaware limited liability company.

“Delaware Act” shall mean the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101, et. seq., as same may be amended from time to time.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal

operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is CBS Outdoor Americas Capital LLC, a Delaware limited liability company.

2. Business or Mailing Address of the Company. The business or mailing address of the Company is 405 Lexington Avenue, New York, New York 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company’s initial registered agent within the State of Delaware is Corporation Service Company and the registered office of the Company within the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Delaware Act and the applicable rules promulgated thereunder.

4. Term. The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue until terminated in accordance with the provisions of this Agreement or the Delaware Act.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

- 2 -

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member are as follows:

Name	Address
CBS Outdoor Americas Inc.	405 Lexington Ave., New York, New York 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Member’s Capital Contributions. As soon as practicable after execution of this Agreement, the Member shall make an initial Capital Contribution to the Company in the amount of $1,000.

2. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

3. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.2 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

4. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

5. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

- 3 -

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the Delaware Act.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the Delaware Act.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a Delaware corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

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b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

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(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, Employees and Other Agents. The Company shall, to the fullest extent permitted by the Company’s publicly-traded direct or indirect parent, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a member, officer, employee or agent of the Company, or is or was serving at the request of the

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Company as a stockholder, director, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member or the dissolution or bankruptcy of the Member.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the Delaware Act. Upon dissolution, the Member shall file a statement of commencement of winding up pursuant to the Delaware Act and publish the notice permitted by the Delaware Act.

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3. Winding Up. Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Certificate of Termination. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a Certificate of Cancellation shall be executed and filed with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Delaware Act.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of Delaware Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

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6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

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IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

CBS OUTDOOR AMERICAS INC.
By:
	Name:  Louis J. Briskman
	Title:    Executive Vice President and Secretary

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EX-3.5

Exhibit 3.5

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:47 AM 11/20/2014

FILED 08:00 AM 11/20/2014

SRV 141434219 – 5440684 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of CBS Outdoor Americas Capital Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1st” so that, as amended, said Article shall be and read as follows:

First: The name of this corporation is: Outfront Media Capital Corporation

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14^th day of November, 2014.

By:
	Authorized Officer
Title :	Vice President and Assistant Secretary
Name:	Lisa Tanzi
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:51 AM 12/02/2013

FILED 12:00 PM 12/02/2013

SRV 131362657 – 5440684 FILE

CERTIFICATE OF INCORPORATION

OF

CBS OUTDOOR AMERICAS CAPITAL CORPORATION

1. The name of the Corporation is: CBS OUTDOOR AMERICAS CAPITAL CORPORATION

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred (200). All such shares are to have $.01 par value.

5. The name and mailing address of the incorporator is as follows:

Adrienne Harrington, 51 West 52^nd Street, Room [19-13], New York, New York 10019.

6. The Corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation.

8. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. Elections of Directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

9. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

10. The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom ft shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

11. The Corporation reserves the right to amend, alter, change or repeal any provision contained In this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 2nd day of December, 2013.

Adrienne Harrington, Incorporator

EX-3.6

Exhibit 3.6

(Adopted: December 2, 2013)

CBS OUTDOOR AMERICAS CAPITAL CORPORATION

(a Delaware Corporation)

* * * * * *

BY-LAWS

* * * * * *

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, and State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting. Meetings of the stockholders of the Corporation shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Meeting. Written notice of all meetings of the stockholders of the Corporation stating the place, date, and hour of the meeting shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 3. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced at the time and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Annual Meeting. Annual meetings of stockholders shall be held at a date, time and place as shall be fixed by resolution of the Board of Directors and as shall be stated in the notice of meeting, for the election of a Board of Directors and for the transaction of such other business as may properly be brought before the meeting.

Section 5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may be called by the President and shall be called by the President and Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Agenda. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Votes Required for Election of Directors and Other Actions. At every meeting of the stockholders, each stockholder shall be entitled to one vote for each share of voting stock standing in his name on the books of the Corporation on the record date for the meeting. Except as otherwise provided in these By-laws, all elections and questions shall be decided by the vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote at the meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. No proxy shall be voted or acted upon after three years from its date unless the proxy provides for a longer period.

Section 9. Action Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by law or these By-laws to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation as required by law. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not so consented in writing.

Section 10. Participation Other Than in Person. Stockholders may participate in a meeting of such stockholders by means of conference telephone or similar communications equipment in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

ARTICLE III

DIRECTORS

Section 1. Number of Directors. The number of Directors which shall constitute the whole Board shall be not less than one nor more than fifteen. The first Board shall consist of three (3) Directors. Thereafter, within the limits above specified, the number of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting. The Directors shall be elected at the annual

meeting of the stockholders, except as provided in Section 2 of this Article, and each Director elected shall hold office until the next annual election and until a successor is elected and qualified or until the Director’s earlier resignation or removal. Any Director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 2. Vacancies. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and any Director so chosen shall hold office until the next annual election and until a successor is duly elected and shall qualify or until the Director’s earlier resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.

Section 3. Powers. The business of the Corporation shall be managed by its Board of Directors which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be executed or done by the stockholders.

Section 4. Removal. Directors may be removed with cause by a majority of the Board of Directors, and may be removed by the holders of a majority of the stock with or without cause at a duly called meeting at which a quorum is present and acting or by written consent in lieu of meeting of a majority of the stock having voting power.

Section 5. Meetings. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolutions of the Board of Directors or as may be specified in the notice of the meeting.

Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors. Special meetings may be held at any time upon the call of the Chairman of the Board, the President, or Vice President and shall be so called at the request of any one Director by telephonic, facsimile or written notice duly served on or sent or mailed to each Director not less than one day before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of regular meetings of the Board of Directors. Meetings may be held at any time without notice if all the Directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing. A notice or waiver of notice need not specify the purpose of any meeting of the Board of Directors.

Section 6. Quorum. At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors.

Section 8. Participation Other Than in Person. The members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

Section 9. Committees of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any power or authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 10. Compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing Committees may be allowed like compensation for attending Committee meetings.

ARTICLE IV

OFFICERS

Section 1. Officers, Titles, Elections, Term. The elected officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Board of Directors shall deem advisable. The officers shall be elected by the Board of Directors at its annual meeting following the annual meeting of the stockholders, to serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

Section 2. Officers’ Power to Delegate Authority. Each of the officers of the Corporation at the level of Vice President or above is authorized to delegate his or her respective signature authority granted by resolution of the Board of Directors by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Board of Directors, by resolution passed by a majority of Directors, specifically allows the delegate the right to redelegate the signature authority delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

Section 3. Duties

(a) Chairman of the Board. The Chairman of the Board, if any shall be elected, shall preside at all meetings of the Board of Directors and of stockholders and shall have such other functions, authority and duties as customarily appertain to the office of the Chairman of a business corporation or as may be prescribed by the Board of Directors.

(b) President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the stockholders and of the Board of Directors, unless a Chairman of the Board shall have been elected and is present. He or she shall have the authority to see that all orders and resolutions of the Board of Directors are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

(c) Vice President. Vice-Presidents shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(d) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Corporation; (2) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; (3) deposit

all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected by resolution of the Board of Directors; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Corporation, and make, execute and deliver, under the seal of the Corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Corporation may own stock, and to execute on behalf of the Corporation a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Chief Financial Officer of the Corporation shall have all of the powers granted to the Treasurer under these By-laws.

(e) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Board of Directors.

(f) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the stockholders, the Board of Directors, and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see

that all notices are duly given in accordance with the provision of these By-laws and as required by law; (3) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal, is duly authorized; (4) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (5) have general charge of stock transfer books of the Corporation; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

(g) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Board of Directors.

Section 4. Bonding. The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

Section 5. Officers Subject to Board. All officers shall be subject to the supervision and direction of the Board. The authority, duties, or responsibilities of any officer of the Corporation may be suspended by the Chairman or the President with or without cause and any officer elected or appointed by the Board may be removed by the Board with or without cause. Any vacancy occurring in any office, unless such office shall be abolished by the Board, shall be filled at any regular or special meeting of the Board.

Section 6. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors.

ARTICLE V

INDEMNIFICATION OF DIRECTORS,

OFFICERS AND OTHERS

The Corporation shall, to the fullest extent provided for by the Corporation’s publicly-traded parent corporation, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a stockholder, director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

ARTICLE VI

NOTICES

Whenever any notice of the time, place or purpose of any meeting of the stockholders, Directors or a committee is required to be given under the law of the State of Delaware, the Certificate of Incorporation or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice whether before or after the holding thereof, or actual attendance at the meeting in person or, in the case of any stockholder, by his attorney-in-fact, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE VII

STOCK AND CERTIFICATES

Section 1. Form. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or President or Vice President, and any Treasurer or Assistant Treasurer, or Secretary or Assistant Secretary of the Corporation, certifying the number of shares owned by the stockholder in the Corporation. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee or (2) by a registrar other than the Corporation or its employee, any other signature on the

certificate may be a facsimile. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights.

Section 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon such terms and conditions as it may deem advisable and as may be permitted by applicable law.

Section 3. Transfers. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by power of attorney duly executed, witnessed, and filed with the Secretary of the Corporation or other proper

officer of the Corporation, and upon surrender and cancellation of a certificate or certificates for a like number of shares of the same class of stock with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as the Corporation or its agents may reasonably require. No transfer of stock other than on the records of the Corporation shall be valid except between the parties thereto until such transfer shall have been made upon the records of the Corporation.

Section 4. Registered Stockholders. The Corporation shall be entitled to treat the person in whose name any share, right, option, warrant, security, or other obligation is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such share, right, option, warrant, security, or other obligation on the part of any other person whether or not the Corporation shall have express or other notice thereof except as otherwise provided by the laws of Delaware.

Section 5. Fixing Record Date. In order that the Corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or exchange of stock or of any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than sixty nor less than ten days before the date of such meeting or other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared pursuant to law by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, property, or shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation.

Section 2. Reserves. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be adopted by the Board of Directors.

Section 4. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX

AMENDMENTS

The By-Laws of the Corporation may be altered, amended, or repealed and new By-Laws not inconsistent with law or any provision of the Certificate of Incorporation, as amended, may be adopted by action of the Board of Directors.

[Remainder of Page Intentionally Left Blank]

EX-3.7

Exhibit 3.7

CERTIFICATE OF INCORPORATION

of

CENTURY OUTDOOR, INC.

Under §402 of the Business Corporation Law

I, the undersigned, being of the age of eighteen years or over, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law, do hereby certify:

FIRST: The name of the corporation is:

CENTURY OUTDOOR, INC.

SECOND: The purpose or purposes for which it is formed are:

To engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law provided that the corporation is not formed to engage in any act or activity which requires the approval or consent of any state official, department, board, agency or other body without such approval or consent first being obtained.

THIRD: The office of the corporation in the State of New York shall be located in the County of Monroe.

FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is: 200 shares with no par value.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him or her is:

c/o Harry I. Sealfon, CPA

100 Office Park Way

Pittsford, NY 14534-1756

SIXTH: No director of the corporation shall be personally liable to the corporation or its shareholders for damages for any breach of duty in such capacity, except as otherwise provided by law.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this certificate and affirmed it as true under the penalties of perjury.

Dated: August 26, 2005	/s/ Bessie LaGrande
	Bessie LaGrande 90 State Street, Suite 836
	Albany, NY 12207

1

CERTIFICATE OF INCORPORATION

of

CENTURY OUTDOOR, INC.

Under Section 402 of the Business Corporation Law

Filer:

Accelerated Information

& Document Filing, Inc.

90 State Street, Suite 836

Albany, NY 12207

CUSTOMER REFERENCE #: 2925

2

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

41 State Street

Albany, NY 12231

www.dos.state.ny.us

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

Century Outdoor, Inc.

(Insert Name of Domestic Corporation)

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is: Century Outdoor, Inc.

If the name of the corporation has been changed, the name under which it was formed is:

SECOND: The date of filing of the certificate of incorporation with the Department of State is: August 26, 2005

THIRD: The amendment effected by this certificate of amendment is as follows: (Set forth such amendment in a separate paragraph providing the subject matter and full text of each amended paragraph for example, an amendment changing the name of the corporation would read as follows: Paragraph First of the Certificate of Incorporation relating to the corporation name is hereby amended to read as follows; First: The name of the corporation is… (new name)…)

Paragraph First of the Certificate of Incorporation relating to the corporation name is hereby amended to read in its entirety as follows: First the name of the corporation is Century Prince Street, Inc.

1

FOURTH: The certificate of amendment was authorized by: (Check the appropriate box)

x The vote of the board of directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.

¨ The vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.

/s/ Carl Di Paolo	Carl Di Paolo, Director and Sole Shareholder
(Signature)	(Name and Capacity of Signer)

2

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

CENTURY OUTDOOR, INC.

Under Section 805 of the Business Corporation Law

Filed by:

Harry I. Sealfon, CPA

100 Office Park Way

Pittsford, NY 14534

CUSTOMER REFERENCE #: 1200

3

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

41 State Street

Albany, NY 12231

www.dos.state.ny.us

CERTIFICATE OF CHANGE

OF

CENTURY PRINCE STREET, INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is: Century Prince Street, Inc.

If the name of the corporation has been changed, the name under which it was formed is: Century Outdoor, Inc.

SECOND: The certificate of incorporation was filed by the Department of State on: August 26, 2005.

THIRD: The change(s) effected hereby are: [Check appropriate box(es)]

x The county location, within this state, in which the office of the corporation is located, is changed to: New York

x The address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to read in its entirety as follows: c/o Van Wagner Communications, 800 Third Avenue, 28th Floor, New York, NY 10022, Attn: Steve Pretsfelder.

¨ The corporation hereby: [Check one]

¨ Designates as its registered agent upon whom process against the corporation may be served. The street address of the registered agent is:

¨ Changes the designation of its registered agent to:                                                         . The street address of the registered agent is:                                                                             .

¨ Changes the address of its registered agent to:                                                                     .

¨ Revokes the authority of its registered agent.

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FOURTH: The change was authorized by the board of directors.

/S/ Richard Schaps	Richard Schaps, President
(Signature)	(Name and Title of Signer)

CERTIFICATE OF CHANGE

OF

CENTURY PRINCE STREET, INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name Brown Raysman Millstein Felder & Steiner LLP

Address 900 Third Avenue

City, State and Zip Code New York, NY 10022

NOTE: This form was prepared by the New York State Department of State. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that all documents be prepared under the guidance of an attorney. The certificate must be submitted with a $30 filing fee.

For Office Use Only

2

EX-3.8

Exhibit 3.8

BY-LAWS

OF

CENTURY PRINCE STREET, INC.

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the Corporation shall be located at c/o Van Wagner Communications, 800 Third Avenue, 28^th Floor, New York, NY 10022 or such other location as the Board of Directors may from time to time determine.

Section 2. Additional Offices. The Corporation may have such additional offices at such other place within or without the State of New York as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS’ MEETING

Section 1. Annual Meeting. An annual meeting of shareholders shall be held within six (6) months after the close of the fiscal year of the Corporation on such date and at the time and place (either within or without the State of New York) as shall be fixed by the Board of Directors. At the annual meeting the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.

Section 2. Special Meetings. A special meeting of shareholders may be called at any time by the Chairman or Chief Executive Officer and shall be called by the Chairman or Chief Executive Officer at the request in writing of a majority of the Board of Directors then in office or at the request in writing filed with the Secretary by the holders of a majority of the issued and outstanding shares of the Corporation entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of shareholders shall be confined to the purposes set forth in the notice thereof.

Section 3. Notice of Meetings. Notice of the time, place and purpose of every meeting of shareholders (and, if other than an annual meeting, the person or persons at whose discretion the meeting is being called), shall be given by the Chairman, Chief Executive Officer, Chief Operating Officer, President, a Vice President or by the Secretary to each shareholder of record entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days prior to the date set for the meeting. Notice of any meeting of shareholders may be written or electronic. If mailed, such notice is given when deposited in the United States mail, with first class postage prepaid, directed to the shareholder at his address appearing on the share ledger of the Corporation or at such other address supplied by him in writing to the Secretary of the Corporation for the purpose of receiving notice. If transmitted electronically, such notice is

given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions. Notice shall be given either personally or by mailing said notice by first class mail to each shareholder.

A waiver of notice setting forth the purposes of the meeting for which notice is waived, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice signed by the person or persons entitled to such notice. Waiver of notice may be written or electronic. If written the notice must be signed by the shareholder or the shareholder’s authorized officer, director, employee or agent by signing such waiver or causing his or her signature to be affixed to such waiver by any reasonable means, including, but not limited to, facsimile signature. If electronic, the transmission of the waiver must either set forth or be submitted with information from which it can reasonably be determined that the transmission was authorized by the shareholder. The attendance by a shareholder at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such shareholder.

All notice given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4. Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of shareholders except as otherwise provided by statute or the Certificate of Incorporation. If, however, a quorum shall not be present or represented at any meeting of shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any shareholders.

Section 5. Voting. Every shareholder entitled to vote at any meeting shall be entitled to one vote for each share owned and entitled to vote and held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any corporate action, other than the election of directors, shall be authorized by a majority of the votes cast in favor of or against such action by the holders of shares entitled to vote thereon except as may otherwise be provided by statute or the Certificate of Incorporation. An abstention shall not count as a vote cast.

Section 6. Proxies. Every proxy shall be valid only if filed with the Secretary of the Corporation or with the Secretary of the meeting prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise expressly provided in the

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proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by Section 609 of the Business Corporation Law. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the shareholder who executed such proxy and the revocation is filed with the Secretary of the Corporation or with the Secretary of the Meeting prior to the voting of the proxy.

A shareholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the shareholder or its authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A shareholder may authorize another person or persons to act for the shareholder as proxy by electronic transmission to the person who will be the holder of the proxy or to an agent duly authorized by the proxyholder to receive such transmission. Any such electronic transmission must set forth or be submitted with sufficient information from which it can be reasonably determined that the electronic transmission was authorized by the shareholder. The information relied upon by the inspectors or other persons making the determination shall be specified.

Any copy, facsimile or other reliable reproduction of the writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the original document.

Section 7. Shareholders’ List. A list of shareholders as of the record date, certified by the Secretary of the Corporation or by a transfer agent appointed by the Board of Directors shall be prepared for every meeting of shareholders and shall be produced by the Secretary or some other officer of the Corporation thereat.

Section 8. Inspectors at Meeting. In advance of any shareholders’ meeting, the Board of Directors may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed or if the persons so appointed are unable to act, the person presiding at any such meeting may appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties as set forth in Section 611 of the Business Corporation Law, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 9. Conduct of Meeting. All meetings of shareholders shall be presided over by the Chairman, or if he is not present, by the Chief Executive Officer, or if he is not present, the President, if any, and if he is not present, the Chief Operating Officer, and if he is not present, a Vice President, or if none of such officers are present, by a chairman thereby chosen by the shareholders at the meeting. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting but if neither the Secretary nor the Assistant Secretary is present, the chairman of the meeting shall appoint any person present to act as secretary of the meeting.

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Section 10. Action Without Meeting. Any action required or permitted to be taken by the Shareholders thereof may be taken without a meeting if all Shareholders entitled to vote thereon consent in writing to the adoption of a resolution authorizing the action except as otherwise permitted by the Certificate of Incorporation.

No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this paragraph to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to, its registered office in this state, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Any one or more members of the Board of Directors or of any committee thereof may participate in a meeting of said Board or of any such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at the meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Function and Definition. The business and property of the Corporation shall be managed by its Board of Directors who may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

Section 2. Number and Qualification. The number of directors constituting the entire Board shall not be less than one nor more than five (5), as may be fixed by resolution of the Board of Directors or by the shareholders entitled to vote for the election of directors, provided that any such action of the Board shall require the vote of a majority of the entire Board. The phrase “Entire Board” as used herein means the total number of directors, which the Corporation would have if there were no vacancies. Unless and until a different number shall be so fixed within the limits above specified, the Board shall consist of at least one (1) director. The term of any incumbent director shall not be shortened by any such action by the Board of Directors or by the shareholders.

Each director shall be at least twenty-one years of age. A director need not be a shareholder, a citizen of the United States or a resident of the State of New York.

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Section 3. Election Term and Vacancies. Except as otherwise provided in this Section, all directors shall be elected at the annual meeting of shareholders and all directors who are so elected or who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified.

The members of the Board of Directors shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote, except as otherwise provided in the Certificate of Incorporation.

In the interim between annual meetings of shareholders, newly created directorships resulting from an increase in the number of directors or from vacancies occurring in the Board, but not, except as hereinafter provided, in the case of a vacancy occurring by reason of removal of a director by the shareholders, may be filled by the vote of a majority of the directors, then remaining in office, although less than a quorum may exist.

In the case of a vacancy occurring in the Board of Directors by reason of the removal of one or more directors by action of the shareholders, such vacancy may be filled by the shareholders at a special meeting duly called for such purpose.

In the event a vacancy is not filled by such election by shareholders, whether or not the vacancy resulted from the removal of a director with or without cause, a majority of the directors then remaining in office, although less than a quorum, may fill any such vacancy.

Section 4. Removal. Except as otherwise provided under Section 706 of the Business Corporations Law of New York, the Board of Directors may, at any time, with or without cause, remove any director.

The shareholders entitled to vote for the election of directors may, at any time, remove any or all of the directors with or without cause.

Section 5. Meetings. The annual meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before the meeting, shall be held, without notice, immediately following the annual meeting of shareholders, at the same place at which such shareholders’ meeting is held.

Regular meetings of the Board of Directors shall be held at such time and place, within or outside the State of New York as shall be fixed by resolution of the Board, and when so fixed no further notice thereof need be given. Regular meetings not fixed by resolution of the Board may be held on notice at such time and place as shall be determined by the Board.

Special meetings of the Board of Directors may be called on notice at any time by the President, and shall be called by the President at the written request of a majority of the directors then in office.

Section 6. Notice of Meetings. In the case of all special meetings and of regular meetings not fixed by resolution of the Board, written notice of the time and place of each such meeting shall be mailed to each director, addressed to his residence or usual place of business,

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not less than four (4) days before the date on which such meeting is to be held, or shall be sent to such address by telegram, or be given personally, or by telephone, not less than one (1) day before the date on which such meeting is to be held. The notice of the meeting need not specify the purpose of the meeting.

Any meeting of the Board of Directors for which notice is required by these By-Laws or by statute need not be given to any director who submits a signed Waiver of Notice whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. All signed Waivers of Notice shall be filed with the minutes of the meeting.

Section 7. Conduct of Meetings. The President, if present, shall preside at all meetings of directors. At all meetings at which the President is not present any other director chosen by the Board shall preside.

Section 8. Quorum, Adjournment, Voting. Except as otherwise provided by the Certificate of Incorporation, a majority of the entire Board shall be requisite and shall constitute a quorum at all meetings of the Board of Directors for the transaction of business. Where a vacancy or vacancies prevents such majority, a majority of the directors then in office shall constitute a quorum.

A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn the meeting to another time and place without further notice other than an announcement at the meeting.

Except as otherwise provided by the Certificate of Incorporation, when a quorum is present at any meeting, a majority of the directors shall decide any questions brought before such meeting and the act of such majority shall be the act of the Board.

Section 9. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of any committee thereof consent in writing to the adoption of a resolution authorizing the action.

Any one or more members of the Board of Directors or of any committee thereof may participate in a meeting of said Board or of any such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at the meeting.

Section 10. Compensation of Directors. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board of Directors or of any committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.

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Section 11. Committees. The Board of Directors, by resolution of a majority of the entire Board, may designate from among its members one or more committees, each consisting of one or more directors, and each of which, to the extent provided in such resolution, shall have all the authority of the Board except that no such committee shall have authority as to any of the following matters:

(a) The submission to shareholders of any action as to which shareholders’ authorization is required by statute, the Certificate of Incorporation or by these By-Laws;

(b) (b) The filling of vacancies in the Board of Directors or in any committee thereof;

(c) The fixing of compensation of the directors for serving on the Board or on any committee thereof;

(d) The amendment or repeal of these By-Laws or the adoption of new By-Laws; and

(e) The amendment or repeal of any resolution of the Board of Directors, which by its terms, shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Board. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Board of Directors at the meeting of the Board next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Directors, provided that no rights of a third party shall be affected in any such revision or alteration.

ARTICLE IV

OFFICERS

Section 1. Executive Officers. The officers of the Corporation shall be a Chief Executive Officer, Chief Operating Officer, one or more Vice Presidents, a Treasurer and a Secretary and such Assistant Treasurers and Assistant Secretaries and other officers as the Board of Directors may determine. In the event all of the issued and outstanding shares of the Corporation are owned by one person, such person may hold all or any combination of offices. Nothing contained herein shall prevent an existing officer from holding additional executive officer positions.

Section 2. Election. The officers shall be elected by the Board of Directors and such officers shall hold office from the time of their appointment and qualifications until the time at which their successors are appointed and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

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Section 3. Removal. Any officer may be removed from office by the Board at any time with or without cause.

Section 4. Delegation of Powers. The Board of Directors may from time to time delegate the power or duties of any officer of the Corporation, in the event of his absence or failure to act otherwise, to any other officer or director or person whom they may select.

Section 5. Compensation. The compensation of each officer shall be such as the Board of Directors may from time to time determine.

Section 6. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have general charge of the business and affairs of the Corporation, subject, however, to the right of the Board of Directors to confer specified powers on officers and subject generally to the direction of the Board.

Unless otherwise ordered by the Board of Directors, the Chief Executive Officer, or in the event of his inability to act, the Chief Operating Officer shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of security holders of corporations in which the Corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which, as the owner thereof, the Corporation might have possessed and exercised, if present. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

Section 7. Chief Operating Officer. The Chief Operating Officer shall have such powers and perform such duties as the Board of Directors may from time to time prescribe. In the absence or inability of the Chief Executive Officer to perform his duties or exercise his powers, the Chief Operating Officer shall exercise the powers and perform the duties of the Chief Executive Officer subject to the direction of the Board of Directors.

Section 8. Vice President. The Vice President(s) shall have such powers and perform such duties as the Board of Directors may from time to time prescribe.

Section 9. Secretary. The Secretary shall keep the minutes of all meetings and record all votes of shareholders, the Board of Directors and committees in a book to be kept for that purpose. He shall give or cause to be given any required notice of meetings of shareholders, the Board of Directors or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Board, the list of shareholders required by Article II, Section 7 thereof. He shall be the custodian of the seal of the Corporation and shall affix or cause to be affixed the seal to any instrument requiring it and attest the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Board of Directors.

Section 10. Treasurer. Subject to the direction of the Board of Directors, the Treasurer shall have charge of the general supervision of the funds and securities of the Corporation and the books of account of the Corporation and shall exercise the powers and perform the duties incident to the office of the Treasurer. If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such sureties as may be satisfactory to the Board of Directors for the faithful discharge of his duties.

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Section 11. Other Officers. All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Board of Directors.

ARTICLE V

RESIGNATIONS

Any director or officer of the Corporation or any member of any committee of the Board of Directors of the Corporation, may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates. Each shareholder shall be entitled to a certificate or certificates in such form as prescribed by the Business Corporation Law and by any other applicable statutes, which Certificate shall represent and certify the number, kind and class of shares owned by him in the Corporation. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the number of shares represented thereby and the date of issuance shall be entered in the share ledger of the Corporation by the Secretary or by the transfer agent of the Corporation. Each certificate shall be signed by the Chairman, Chief Executive Officer, President or Chief Operating Officer and countersigned by the Secretary or Assistant Secretary and shall be sealed with the Corporate Seal or a facsimile thereof. The signatures of the officers upon a certificate may also be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued. Such certificate may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the time of its issue.

Section 2. Consideration. A certificate representing shares shall not be issued until the amount of consideration therefor determined to be stated capital pursuant to Section 506 of the Business Corporation Law has been paid in the form of cash, services rendered, personal or real property or a combination thereof and consideration for the balance (if any) complying with paragraph (a) of Section 504 of the Business Corporation Law has been provided, except as provided in paragraphs (e) and (f) of Section 505 of the Business Corporation Law. Notwithstanding that such shares may be fully paid and nonassessable, the Corporation may

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place in escrow shares issued for a binding obligation to pay cash or other property or to perform future services, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against the obligation, until the obligation is performed.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, mutilated, stolen or destroyed, upon the making of an affidavit of that fact by the person so claiming and upon delivery to the Corporation, if the Board of Directors shall so require, of a bond in such form and with such surety or sureties as the Board may direct, sufficient in amount to indemnify the Corporation and its transfer agent against any claim which may be made against it or them on account of the alleged loss, destruction, theft or mutilation of any such certificate or the issuance of any such new certificate.

Section 4. Fractional Share Interests. The Corporation may issue certificates for fractions of a share; or it may pay in cash the fair market value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may issue script in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such script shall not entitle the holder to any rights of a shareholder except as therein provided.

Section 5. Share Transfers. Upon compliance with provisions restricting the transferability of shares, if any, transfers of shares of the Corporation shall be made only on the share record of the Corporation by the registered holder thereof, or by his duly authorized attorney, upon the surrender of the certificate or certificates for such shares properly endorsed with payment of all taxes thereon.

Section 6. Record Date for Shareholders. For the purpose of determining the shareholders entitled to notice of, or to vote at any meeting of shareholders or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the shareholders entitled to receive payment or any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting nor more than sixty (60) days prior to any action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of shareholders of record entitled to notice of, or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this Section for the adjourned date.

Section 7. Shareholders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of New York.

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ARTICLE VII

STATUTORY NOTICES

The Board of Directors may appoint the Treasurer or any other officer of the Corporation to cause to be prepared and furnished to shareholders entitled thereto any special financial notice and/or statement which may be required by Section 510, 511, 516, and 520 of the Business Corporation Law or by any other applicable statute.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors by resolution duly adopted, and, from time to time, by resolution duly adopted the Board of Directors may alter such fiscal year.

ARTICLE IX

CORPORATE SEAL

The Corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “New York” and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The Corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Corporate seal.

ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Corporation, or its agent, books of account of all the Corporation’s business and transactions.

There shall be maintained at the principal office of the Corporation or at the office of the Corporation’s transfer agent a record containing the names and addresses of all shareholders, the number and class of shares held by such and the dates when they respectively became the owners of record thereof.

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ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a director or officer of the Corporation, or then serves or has served on behalf of the Corporation in such capacity at the request of the Corporation, shall be indemnified by the Corporation against reasonable expenses, including but not limited to advancement of expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible under Article 7 of the Business Corporation Law of the State of New York. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII

AMENDMENTS

Subject to Section 613 of the Business Corporation Law, the shares entitled at the time to vote in the election of directors and the Board of Directors by vote of a majority of the entire Board, shall have the power to amend or repeal these By-Laws, and to adopt new By-Laws, provided, however, that any by-law adopted, amended or repealed by the Board of Directors may be amended or repealed by a majority of the votes of the shares at the time entitled to vote thereon as herein provided. No amendment of the By-Laws pertaining to the election of directors or the procedures for the calling and conduct of a meeting of shareholders shall affect the election of directors or the procedures for the calling or conduct in respect of any meeting of shareholders unless notice thereof is given to the shareholders as provided in Section 3 of Article II hereof.

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EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

OF

FUEL OUTDOOR HOLDINGS LLC

This Certificate of Formation of Fuel Outdoor Holdings LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-201, et. seq.).

FIRST. The name of the limited liability company formed hereby is Fuel Outdoor Holdings LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of this 22nd day of December, 2005.

By:	/s/ Christopher Valeri
Name:	Christopher Valeri
Title:	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:59 PM 12/22/2005

FILED 01:43 PM 12/22/2005

SRV 051053351 - 4080241 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:53 PM 05/29/2008

FILED 03:53 PM 05/29/2008

SRV 080621670 - 4080241 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Fuel Outdoor Holdings LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The registered agent shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801 in the county of New Castle.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 28th day of May                    , A.D. 2008.

By:	/s/ Ryan Kenigsberg
	Authorized Person(s)
Name:	Ryan Kenigsberg
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:19 AM 11/15/2012

FILED 09:19 AM 11/15/2012

SRV 121230553 - 4080241 FILE

CERTIFICATE OF MERGER

OF

NFTAK, LLC

WITH AND INTO

FUEL OUTDOOR HOLDINGS LLC

Under Section 18-209(c) of the

Delaware Limited Liability Company Act

Dated as of November 15, 2012

The undersigned limited liability company, formed and existing under the laws of the State of Delaware, does hereby certify:

FIRST: The name and jurisdiction of formation or organization of each of Fuel Outdoor Holdings LLC, a Delaware limited liability company (“Fuel”) and NFTAK, LLC, a Delaware limited liability company (“Merger Sub” and, together with Fuel, the “Merging Entities”) is as follows:

Name	Jurisdiction of Formation or Organization
Fuel Outdoor Holdings LLC	Delaware
NFTAK, LLC	Delaware

SECOND: The Agreement and Plan of Merger, dated as of November 15, 2012 (the “Merger Agreement”), by and among the Merging Entities, Van Wagner Communications, LLC, Fuel Outdoor Special Investors, Inc., acting in its capacity as the Equityholders’ Representative, the Equityholders of Fuel who are or hereafter become parties to the Merger Agreement, OZ Overseas Intermediate Fund, L.P., OZ Overseas Intermediate Fund II, L.P. and OZ Global Special Investments Intermediate Fund L.P., has been approved and executed by each of the Merging Entities.

THIRD: The name of the surviving domestic limited liability company is Fuel Outdoor Holdings LLC (the “Surviving Company”).

FOURTH: The merger of Merger Sub into the Surviving Company shall be effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

FIFTH: The executed Merger Agreement is on file at the office of the Surviving Company, the address of which is 800 Third Avenue, New York, NY 10022.

SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Company, on request and without cost, to any member of any of the Merging Entities.

[Remainder of the Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be duly executed as of the date first written above.

FUEL OUTDOOR HOLDINGS LLC
By:	/s/ Mark H. Johnston
	Name: Mark H. Johnston
	Title:   President

[Signature Page for Certificate of Merger – Fuel Outdoor Holdings LLC]

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:12 PM 06/20/2013

FILED 05:09 PM 06/20/2013

SRV 130799595 - 4080241 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Fuel Outdoor Holdings LLC.

2. The Registered Office of the limited liability company in the State of Delaware is changed to 160 Greentree Drive, Suite 101 (street), in the City of Dover, Zip Code 19904. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is National Registered Agents, Inc.

By:	/s/ Steven S. Pretsfelder
	Authorized Person
Name:	Steven S. Pretsfelder
	Print or Type

EX-3.10

Exhibit 3.10

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

FUEL OUTDOOR HOLDINGS LLC

(a Delaware Limited Liability Company)

Dated As of November 15, 2012

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

FUEL OUTDOOR HOLDINGS LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 15, 2012 (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 as the sole member of FUEL OUTDOOR HOLDINGS LLC (the “Company”), pursuant to the provisions of the Delaware Limited Liability Company Act (as amended from time to time, the “LLC Law”).

ARTICLE 1

THE COMPANY AND ITS BUSINESS

SECTION 1.1 Formation of Company. The Company was formed as a limited liability company pursuant to the provisions of the LLC Law on or about November 24, 2003. The rights and liabilities of the Member, the management of the affairs of the Company and the conduct of its business shall be as provided in the LLC Law, except as herein otherwise expressly provided.

SECTION 1.2 Name. The Company was formed under the name “FUEL OUTDOOR HOLDINGS LLC”. The Member may change the Company’s name at anytime in its sole discretion.

SECTION 1.3 Purpose. The purposes of the Company shall be to perform and/or engage in any lawful business, purpose or activity permitted by the LLC Law and to enter into, make and perform all contracts, agreements and other undertakings and to do all other things necessary, suitable, desirable or proper for the accomplishments of, or in furtherance of, any of the purposes permitted by law and to do every other act or acts incidental to, or arising from, or connected with, any of such purposes.

SECTION 1.4 Filings. The Company’s officers from time to time shall execute, acknowledge, verify, file, record and publish all such applications, certificates and other documents, and do or cause to be done all such other acts, as the Manager (as defined in Section 3.1 below) may deem necessary or appropriate to comply with the requirements of law for the qualification and operation of the Company as a limited liability company in all jurisdictions in which the Company shall desire to conduct business.

SECTION 1.5 Principal Office. The principal office of the Company will be 800 Third Avenue, New York, New York 10022 or as otherwise determined by the Manager.

ARTICLE 2

CAPITALIZATION

SECTION 2.1 Capital Contributions. The Member may make such capital contributions, consisting of cash or real or personal property, to the Company as it deems appropriate from time to time.

SECTION 2.2 Liability of Member, Manager and Their Affiliates. Except as otherwise provided by applicable law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member, Manager nor any person affiliated with the Member or Manager nor any officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a Manager, an affiliate of the Member or of the Manager or an officer of the Company.

SECTION 2.3 Distributions. All distributions of cash, property, profits or otherwise and the timing thereof will be made in the discretion of the Manager.

ARTICLE 3

MANAGEMENT

SECTION 3.1 Management by the Manager.

3.1.1 The Manager shall manage the affairs of the Company.

3.1.2 The Manager shall be appointed by the Member, from time to time, and may be replaced or removed by the Member at its sole discretion. The initial Manager is Richard M. Schaps.

SECTION 3.2 Officers. The Manager shall have the right to delegate any portion of his duties as he may determine to officers or to other persons, provided, however, that no such delegation of authority shall relieve the Manager of his obligations hereunder. The Manager may, from time to time, designate or appoint one or more officers of the Company, including without limitation, a chairman of the board, president, senior managing director, chief executive officer, chief operating officer, managing director, one or more vice presidents, a secretary, an assistant secretary and/or a treasurer. Such officers may, but need not be, employees of the Company, the Member or an affiliate of the Company or of the Member. Each appointed officer shall hold office until (i) his/her successor is appointed by the Manager, (ii) such officer submits his/her resignation or (iii) such officer is removed, with or without cause, by the Manager. All officers shall have such authority and perform such duties as the Member has or may perform, subject to the terms and provisions of this Agreement and to the direction and authorization of the Manager. Each officer shall perform his/her duties as an officer in good faith and with such degree of care which an ordinarily prudent person in a like position would use under similar circumstances. As of the date hereof, the following persons are deemed to have been appointed by the Manager to the office(s) set forth opposite his/her name:

Name	Position
Richard M. Schaps	Chief Executive Officer
Mark H. Johnston	President
John Massoni	President-Western Division
Bruno A. Walmsley	Chief Financial Officer
Jordan B. Schaps	Executive Vice President
Steven S. Pretsfelder	Executive Vice President, General Counsel and Secretary
Richard A. Silverton	Executive Vice President, Development
William C. Beattie	Treasurer

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SECTION 3.3 Expenses. The Company shall pay all of its own operating, overhead and administrative expenses of every kind. The Manager and the officers shall be reimbursed for all costs and expenses they may have incurred or may hereafter incur on behalf of the Company.

SECTION 3.4 Liability of the Member, Manager and Officers; Indemnification.

3.4.1 Limited Liability of the Manager and Officers. The liability of the Manager and officers shall be eliminated and limited to the greater of (A) the maximum extent permitted by LLC Law, or (B) as set forth in Section 3.4 hereof. Without limiting the foregoing, and except as set forth in the immediately following sentence, no Manager or officer shall be liable to the Company or its Member for monetary damages for breach of fiduciary duty as a Manager or officer or otherwise liable, responsible or accountable to the Company or its Member for monetary damages or otherwise for any acts performed, or for any failure to act. Notwithstanding the foregoing, nothing in this Agreement shall eliminate or limit the liability of a Manager or officer for monetary damages (i) for any breach of the Manager’s or officer’s duty of loyalty to the Company or its Member, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law by the Manager or officer, or (iii) for any transaction from which the Manager or officer received any improper personal benefit.

3.4.2 Indemnification Generally. Subject to the limitations set forth in Section 3.4.5, the Company shall indemnify and hold harmless any Member, Manager, officer, employee or agent of the Company or any of the Company’s, direct or indirect, subsidiaries (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company and the Company’s, direct or indirect, subsidiaries, regardless of whether the Indemnitee continues to be a Member, Manager, officer, agent of the Company or subsidiary, at the time any such liability or expense is paid or incurred.

3.4.3 Expenses. Subject to the limitations set forth in Section 3.4.5, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 3.4 shall, from time to time, upon request by the Indemnitee be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of an undertaking in form and substance reasonably satisfactory to the Manager, by or on behalf of the Indemnitee to repay such amount, if it shall be determined in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 3.4.

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3.4.4 Additional Indemnification Rights. The indemnification provided by this Section 3.4 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as determined by the Manager, other constituent documents or as a matter of law or equity or otherwise (provided, however, that to the extent permitted by law, Section 3.4.5 shall be deemed to be a restriction on the rights of Indemnitee to obtain indemnification and advancement of expenses in the circumstances specified herein), both as to an action in the Indemnitee’s capacity as an affiliate or a Member, Manager, an officer of the Company or of any affiliate, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

3.4.5 Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 or elsewhere in this Agreement to the contrary, the Company may elect, with the consent of the Manager, not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such Indemnitee or any of his or her affiliates against the Company or any of its direct or indirect subsidiaries or other affiliates, or (B) if the Manager has determined that such person has breached his/her duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.

3.4.6 Contractual Nature of Rights. The foregoing provisions of this Section 3.4 shall be deemed to be a contract between the Company and each Member, Manager, officer, employee or agent of the Company or of the Company’s, direct or indirect, subsidiaries, who serves in such capacity at any time while this Section 3.4 is in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The failure of the Company (including the Member, Manager or independent legal counsel) to make a determination concerning the permissibility of such indemnification or advancement of expenses under this Section 3.4 shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible.

3.4.7 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Member, the Manager, officers, employees and agents (including the Member, Manager, officers, employees and agents of any the Company’s, direct or indirect, subsidiaries) against any liability of any character asserted against or incurred by the Company or any such Member, Manager, officers, employees and agents of the Company or of the Company’s, direct or indirect, subsidiaries, or arising out of any such person’s relationship with the Company, whether or not the Company would have the power to indemnify such person against such liability under the Act or the provisions of this Section 3.4.

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ARTICLE 4

BOOKS AND RECORDS

SECTION 4.1 Books of Account. Complete books of account shall be kept by the Manager at the principal office of the Company, or at such other office as the Manager may designate.

SECTION 4.2 Bank Accounts. The Manager may maintain one or more bank accounts for such funds of the Company as he shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Manager shall determine.

SECTION 4.3 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31.

SECTION 4.4 Tax election. The Manager shall have the authority to cause the Company to make any election required or permitted to be made for income tax purposes if the Manager determines, in his sole judgment, that such election is in the best interests of the Company. The Manager may cause the Company to make, in accordance with Section 754 of the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time (the “Code”), a timely election to adjust the basis of the Company property as described in Sections 734 and 743 of the Code in the sole discretion of the Manager.

SECTION 4.5 Title to Assets. Title to, and all right and interest in and to, the Company’s assets, shall be acquired in the name of and held by the Company, or if acquired in any other name, held for the benefit of the Company.

ARTICLE 5

DISSOLUTION AND TERMINATION

SECTION 5.1 Dissolution. The Company shall be dissolved and terminated upon the earlier to occur of (a) the entry of a decree of judicial dissolution of the Company, (b) when otherwise determined by the Member or (c) otherwise in accordance with the LLC Law.

ARTICLE 6

MISCELLANEOUS

SECTION 6.1 Severability. If any of the provisions of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions hereof which can be given effect without the invalid provision, and to this end the provisions of this Agreement are intended to be and shall be deemed severable.

SECTION 6.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law rules of said state.

SECTION 6.3 No Third Party Beneficiaries. Except as set forth herein, none of the provisions of this Agreement shall be for the benefit of or enforceable by any of the creditors of the Company or any other person not a party to this Agreement.

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IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement the day and year first above written.

VAN WAGNER COMMUNICATIONS, LLC
By:	/s/ Richard M. Schaps
	Richard M. Schaps, Manager

6

EX-3.11

Exhibit 3.11

ARTICLES OF ORGANIZATION

OF

FUEL OUTDOOR LLC

Under Section 203 of the Limited Liability Company Law of the State of New York

THE UNDERSIGNED, being a natural person of at least eighteen (18) years of age and acting as the organizer of the limited liability company (the “Company”) hereby being formed under Section 203 of the Limited Liability Company Law of the State of New York (the “LLCL”), certifies that:

FIRST: The name of the Company is:

FUEL OUTDOOR LLC

SECOND: The county within the State of New York in which the principal office of the Company is to be located is NEW YORK.

THIRD: The Secretary of State is designated as the agent of the Company upon whom process against the Company may be served. The post office address within or without the State of New York to which the Secretary of State shall mail a copy of any process against the Company served upon such Secretary of State is C/O THE LLC, 535 8TH AVE., 6TH FLR., NY, NY 10018.

FOURTH: The Company shall be managed by one or more Members.

IN WITNESS WHEREOF, I have subscribed these Articles of Organization and do hereby affirm the foregoing as true under penalties of perjury, this November 24, 2003.

/s/ Sharon Babala

Sharon Babala

Sole Organizer

c/o BlumbergExcelsior Corporate Services

52 South Pearl Street, 2^nd Floor

Albany, NY 12207

1

ARTICLES OF ORGANIZATION

OF

FUEL OUTDOOR LLC

Under Section 203 of the Limited Liability Company Law of the State of New York

BLU-39

DRAWDOWN

FILED BY:

BLUMBERGEXCELSIOR CORPORATE SERVICES INC.

52 SOUTH PEARL STREET, 2ND FLR

ALBANY, NY 12207

2

STATE OF NEW YORK

    County of New York,    s:

Kimberly Darcy, being duly sworn, says that she is the PRINCIPAL CLERK of the Publisher of the NEW YORK LAW JOURNAL, a Daily Newspaper; that the Advertisement hereto annexed has been published in the said NEW YORK LAW JOURNAL in each week for 6 successive weeks, commencing on the 7th day of May, 2004.   TO WIT: MAY 7, 14, 21, 28, 2004 JUNE 4, 11, 2004  

Kimbuly Darcy SWORN TO BEFORE ME, this 11th day
Of June, 2004. }

/s/ Cynthia Byrd

Cynthia Byrd

Notary Public, State of New York

No. 01BY6056945

Qualified in Kings County

Commission Expires April 09, 2007

1

AFFIDAVIT OF PUBLICATION

OF

FUEL OUTDOOR LLC

Organized Under Section 206 of the Limited Liability Company Law of the State of New York

BLU-39

DRAWDOWN

FILED BY:

BLUMBERG/EXCELSIOR CORPORATE SERVICES

52 SOUTH PEARL STREET

2^ND FLOOR.

ALBANY, NEW YORK 12207.

2

State of New York

City of New York ss.:

County of New York

Copy of Advertisement

Notice of Formation of FUEL OUTDOOR LLC, a Domestic Limited Liability Company (LLC) Articles of Organization filed with Secretary of State of NY on 11/24/2003 NY office location NEW YORK County Seey of State is designated as agent upon whom process against the LLC may be served Seey of State shall mail a copy of any process against the LLC served upon him/her 10-535 8th AVE, 6th FL, NY, NY 10018 Purpose To engage in any lawful act or activity

, being duly sworn, says that she is the Principal Clerk of the publisher of Real Estate Weekly, a weekly newspaper; published at 30 East 23rd St., in the City of New York, County of New York, State of New York, and further states that the advertisement hereto annexed has been regularly published in the said Real Estate Weekly once in each week for 6 successive weeks commencing on the 2 day of June 2004.

Principal Clerk

Subscribed and sworn to before me, this 7^th day of July 2004.

/s/ KAREN A. WONG

KAREN A. WONG

Notary Public, State of New York

NO. 01WO6053975

Qualified in Westchester County Term Expires Jan, 22, 2007

1

AFFIDAVIT OF PUBLICATION

OF

FUEL OUTDOOR LLC

Organized Under Section 206 of the Limited Liability Company Law of the State of New York

BLU-39

DRAWDOWN

FILED BY:

BLUMBERG/EXCELSIOR CORPORATE SERVICES

52 SOUTH PEARL STREET

2^ND FLOOR.

ALBANY, NEW YORK 12207.

2

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

Albany, NY 12231

www.dos.state.ny.us

CERTIFICATE OF CHANGE

OF

FUEL OUTDOOR LLC

(Insert name of Domestic Limited Liability Company)

Under Section 211-A of the Limited Liability Company Law

FIRST The name of the limited liability company is FUEL OUTDOOR LLC

If the name of the limited liability company has been changed, the name under which it was formed is                                              

SECOND. The articles of organization were filed with the Department of State on November 24, 2003.

THIRD. The change(s) effected hereby are [check appropriate box(es)]

¨ The county location, within this state, in which the office of the limited liability company is located, is changed to                                                                                                                                                                                                 

x The address to which the Secretary of State shall forward copies of process accepted on behalf of the limited liability company is changed to read in its entirety as follows 421 Seventh Avenue, 3^RD floor New York, NY 10001

¨ The limited liability company hereby [check one]

¨ Designates_________________________________________________________________________________________ as its registered agent upon whom process against the limited liability company may be served The street address of the registered agent is                                                                                                                                                                    

¨ Changes the designation of its registered agent to_________________________________________________________ __________________________________________The street address of the registered agent is                                          ____________________________________________________________________________________________________

¨ Changes the address of its registered agent to________________________________________________________

___________________________________________________________________________________________________

¨ Revokes the authority of its registered agent

/s/ Penina Lieber

(Signature)

Penina Lieber

(Type or print name)

Controller

(Title of signer)

1

CERTIFICATE OF CHANGE

OF

FUEL OUTDOOR LLC

(Insert name of Domestic Limited Liability Company)

Under Section 211-A of the Limited Liability Company Law

Filed by	Penina Lieber
	(Name)
	421 7th Avenue-3RD floor
	(Mailing address)
	New York NY 10001
	(City, State and Zip Code)

NOTE This form was prepared by the New York State Department of State for filing a certificate of change by a domestic limited liability company. You are not required to use this form. You may draft your own form or use forms available at legal supply stores. The Department of State recommends that legal documents be prepared under the guidance of an attorney. The certificate must be submitted with a $30 filing fee made payable to the Department of State.

(For office use only)

2

NYS DEPARTMENT OF STATE		FILING PERIOD	FEE
DIVISION OF CORPORATIONS	2981411	11/2005	$9.00
41 State Street
Albany, NY 12231–0002
Biennial Statement

Section 301 of the Limited Liability Company Law requires limited liability companies to update and provide a current service of process address to the Department of State every two years. Please sign, review and complete this form as necessary, and then return the statement with the required fee. The following is the service of process address currently on file with the Department of State:

FUEL OUTDOOR LLC

421 SEVENTH AVE., 3RD FL

NEW YORK, NY 10001

For: FUEL OUTDOOR LLC

Service of Process Address is the address to which the Secretary of State will forward any legal papers accepted on behalf of the limited liability company which commence a legal action against the company.

x THE ADDRESS CURRENTLY ON FILE IS CORRECT.

Only complete this box if the address presently set forth in the Department’s records for the purpose is to be changed

SERVICE OF

PROCESS

ADDRESS

SHOULD BE

CHANGED TO

SETH H LIPPERT
PRINT OR TYPE NAME OF SIGNER
	/s/ SETH H LIPPERT
PRESIDENT / MEMBER	SIGNATURE OF MEMBER MANAGER,
	AUTHORIZED PERSON OR ATTORNEY-IN-FACT
PRINT OR TYPE THE TITLE OR CAPACITY OF SIGNER

IMPORTANT NOTICE

A New York Limited Liability Company which is no longer conducting business must file a Certificate of Dissolution pursuant to section 705 of the Limited Liability Company Law, and a foreign Limited Liability Company no longer conducting business in New York State should file a Surrender of Authority pursuant to section 806 of the Limited Liability Company Law or a Termination of Existence pursuant to section 807 of the Limited Liability Company Law Questions regarding the filing of these certificates should be directed to the NYS Department of State; Division of Corporations, 41 State Street, Albany, NY 12231-0001 or by calling 518-473-2492

Filing Period - the filing period is the calendar month during which the original Articles of Organization or Application for Authority was filed or the effective date that limited liability company existence began, if stated in the Articles of Organization

Filing Fee The statutory filing fee is $900 Checks and money orders must be made payable to the “Department of State” DO NOT mail cash.

Return this entire form, completed, with your $900 fee, in the self-mailer envelope, to the Department of State, Division of Corporations, 41 State Street, Albany, NY 12231–0002.

Failure to timely file this statement will be reflected in the Department’s records as past due or delinquent.

NYS Department of State		For Internal Use Only
Division of Corporations, Records and UCC	Limited Liability Company
Albany, NY 12231-0002	Biennial Statement
www.dos.state.ny.us
2981411
Business Name:
FUEL OUTDOOR LLC
		Filed By:
FUEL OUTDOOR LLC		Cash # (if different than firm #):
421 SEVENTH AVE., 3RD FL. NEW YORK, NY 10001		Required Fee:	$9.00
		Filing Period:	11/2009
		(Make checks payable to the Department of State)

The Limited Liability Company Law requires limited liability companies to provide a current address for service of process to the Department of State every two years in the calendar month in which the limited liability company was formed or authorized. Please review the address for service of process in Part 1. Update the information in the space provided, if necessary. If no changes are necessary, proceed to Part 2. A limited liability company which fails to timely file its Biennial Statement shall be shown to be past due on the Department of State’s records.

Part 1: Address for Service of Process (Address must be within the United States)

FUEL OUTDOOR LLC 421 SEVENTH AVE., 3RD FL. NEW YORK, NY 10001	Name	Fuel Outdoor LLC
	Address	443 Park Avenue South, 9Th FLOOR
	City	New York State NY Zip 10016

Part 2: Signature of Member, Manager, Attorney-in-Fact or Authorized Person

/s/ Jon Lavallee	Jon Lavallee
Signature	Name of Signer (Please Print)
CFO
Title of Signer (Please Print)

Send the completed form, together with the $9.00 filing fee made payable to the Department of State, in the self-mailer envelope, to the Department of State, Division of Corporations, 99 Washington Ave. Albany, NY 12231-0001.

To pay with a credit card, send a Credit Card Authorization Form to the Department of State with your Biennial Statement. The Credit Card Authorization Form is available from the Department of State’s website at www.dos.state.ny.us or by calling (518) 473-2492. The Biennial Statement with the Credit Card Authorization Form may be faxed to (518) 486-4680.

Call (518) 473-6385 if you have questions regarding this form.

A domestic limited liability company must file this form until it files Articles of Dissolution. A foreign limited liability company must file this form until it files a Certificate of Surrender of Authority or a Certificate of Termination of Existence.

NYS Department of State		For Internal Use Only
Division of Corporations, Records and UCC	Limited Liability Company
Albany, NY 12231-0002	Biennial Statement
www.dos.state.ny.us
2981411
Business Name:
FUEL OUTDOOR LLC
	2981411	Filed By:
FUEL OUTDOOR LLC		Cash # (if different than firm #):
443 PARK AVE S		Required Fee:	$9.00
9TH FL		Filing Period:	11/2011
NEW YORK, NY 10016		(Make checks payable to the Department of State)

The Limited Liability Company Law requires limited liability companies to provide a current address for service of process to the Department of State every two years in the calendar month in which the limited liability company was formed or authorized. Please review the address for service of process in Part 1. Update the information in the space provided, if necessary. If no changes are necessary, proceed to Part 2. A limited liability company which fails to timely file its Biennial Statement shall be shown to be past due on the Department of State’s records.

Part 1: Address for Service of Process (Address must be within the United States)
FUEL OUTDOOR LLC 443 PARK AVE S 9TH FL NEW YORK, NY 10016	Name
	Address
	City	State	Zip

Part 2: Signature of Member, Manager, Attorney-in-Fact or Authorized Person
/s/ Jon Lavallee	Jon Lavallee
Signature	Name of Signer (Please Print)
CFO
Title of Signer (Please Print)

Send the completed form, together with the $9.00 filing fee made payable to the Department of State, in the self-mailer envelope, to the Department of State Division of Corporations, 99 Washington Ave Albany NY 12231-0001

To pay with a credit card, send a Credit Card Authorization Form to the Department of State with your Biennial Statement. The Credit Card Authorization Form is available from the Department of State’s website at www.dos.state.ny.us or by calling (518) 473-2492. The Biennial Statement with the Credit Card Authorization Form may be faxed to (518) 486-4680.

Call (518) 473-6385 if you have questions regarding this form.

A domestic limited liability company must file this form until it files Articles of Dissolution. A foreign limited liability company must file this form until it files a Certificate of Surrender of Authority or a Certificate of Termination of Existence.

Biennial Statement

NYS Department of State

Division of Corporations, State Records &

Uniform Commercial Code

http://www.dos.ny.gov

BUSINESS NAME:	FUEL OUTDOOR LLC
FILING PERIOD:	11/2013

Part 1 - Service of Process Address (Address must be within the United States or its territories)

Name
FUEL OUTDOOR LLC
Address Line 1
800 THIRD AVENUE
Address Line 2
28TH FLOOR
City	State	Zip Code
NEW YORK	NY	10022

Signer Information

I affirm that the statements contained herein are true to the best of my knowledge, that I am authorized to sign this Biennial Statement and that my signature typed below constitutes my electronic signature.

Electronic Signature

STEVEN S. PRETSFELDER

Capacity of Signer

AUTHORIZED PERSON

FILED WITH THE NYS DEPARTMENT OF STATE ON: 12/06/2013

FILING NUMBER: 131206006177 - 2981411

EX-3.12

Exhibit 3.12

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

FUEL OUTDOOR LLC

(a New York Limited Liability Company)

Dated As of November 15, 2012

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

FUEL OUTDOOR LLC

THIS THIRD 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 FUEL OUTDOOR LLC (the “Company”), pursuant to the provisions of the New York Limited Liability Company Act (as amended from time to time, the “LLC Law”).

ARTICLE 1

THE COMPANY AND ITS BUSINESS

SECTION 1.1 Formation of Company. The Company was formed as a limited liability company pursuant to the provisions of the LLC Law on or about November 24, 2003. The rights and liabilities of the Member, the management of the affairs of the Company and the conduct of its business shall be as provided in the LLC Law, except as herein otherwise expressly provided.

SECTION 1.2 Name. The Company was formed under the name “Fuel Outdoor LLC”. The Member may change the Company’s name at anytime in its sole discretion.

SECTION 1.3 Purpose. The purposes of the Company shall be to perform and/or engage in any lawful business, purpose or activity permitted by the LLC Law and to enter into, make and perform all contracts, agreements and other undertakings and to do all other things necessary, suitable, desirable or proper for the accomplishments of, or in furtherance of, any of the purposes permitted by law and to do every other act or acts incidental to, or arising from, or connected with, any of such purposes.

SECTION 1.4 Filings. The Company’s officers from time to time shall execute, acknowledge, verify, file, record and publish all such applications, certificates and other documents, and do or cause to be done all such other acts, as the Manager (as defined in Section 3.1 below) may deem necessary or appropriate to comply with the requirements of law for the qualification and operation of the Company as a limited liability company in all jurisdictions in which the Company shall desire to conduct business.

SECTION 1.5 Principal Office. The principal office of the Company will be 800 Third Avenue, New York, New York 10022 or as otherwise determined by the Manager.

ARTICLE 2

CAPITALIZATION

SECTION 2.1 Capital Contributions. The Member may make such capital contributions, consisting of cash or real or personal property, to the Company as it deems appropriate from time to time.

SECTION 2.2 Liability of Member, Manager and Their Affiliates. Except as otherwise provided by applicable law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member, Manager nor any person affiliated with the Member or Manager nor any officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a Manager, an affiliate of the Member or of the Manager or an officer of the Company.

SECTION 2.3 Distributions. All distributions of cash, property, profits or otherwise and the timing thereof will be made in the discretion of the Manager.

ARTICLE 3

MANAGEMENT

SECTION 3.1 Management by the Manager.

3.1.1 The Manager shall manage the affairs of the Company.

3.1.2 The Manager shall be appointed by the Member, from time to time, and may be replaced or removed by the Member at its sole discretion. The initial Manager is Richard M. Schaps.

SECTION 3.2 Officers. The Manager shall have the right to delegate any portion of his duties as he may determine to officers or to other persons, provided, however, that no such delegation of authority shall relieve the Manager of his obligations hereunder. The Manager may, from time to time, designate or appoint one or more officers of the Company, including without limitation, a chairman of the board, president, senior managing director, chief executive officer, chief operating officer, managing director, one or more vice presidents, a secretary, an assistant secretary and/or a treasurer. Such officers may, but need not be, employees of the Company, the Member or an affiliate of the Company or of the Member. Each appointed officer shall hold office until (i) his/her successor is appointed by the Manager, (ii) such officer submits his/her resignation or (iii) such officer is removed, with or without cause, by the Manager. All officers shall have such authority and perform such duties as the Member has or may perform, subject to the terms and provisions of this Agreement and to the direction and authorization of the Manager. Each officer shall perform his/her duties as an officer in good faith and with such degree of care which an ordinarily prudent person in a like position would use under similar circumstances. As of the date hereof, the following persons are deemed to have been appointed by the Manager to the office(s) set forth opposite his/her name:

Name	Position
Richard M. Schaps	Chief Executive Officer
Mark H. Johnston	President
John Massoni	President-Western Division
Bruno A. Walmsley	Chief Financial Officer
Jordan B. Schaps	Executive Vice President
Steven S. Pretsfelder	Executive Vice President, General Counsel and Secretary
Richard A. Silverton	Executive Vice President, Development
William C. Beattie	Treasurer

2

SECTION 3.3 Expenses. The Company shall pay all of its own operating, overhead and administrative expenses of every kind. The Manager and the officers shall be reimbursed for all costs and expenses they may have incurred or may hereafter incur on behalf of the Company.

SECTION 3.4 Liability of the Member, Manager and Officers; Indemnification.

3.4.1 Limited Liability of the Manager and Officers. The liability of the Manager and officers shall be eliminated and limited to the greater of (A) the maximum extent permitted by LLC Law, or (B) as set forth in Section 3.4 hereof. Without limiting the foregoing, and except as set forth in the immediately following sentence, no Manager or officer shall be liable to the Company or its Member for monetary damages for breach of fiduciary duty as a Manager or officer or otherwise liable, responsible or accountable to the Company or its Member for monetary damages or otherwise for any acts performed, or for any failure to act. Notwithstanding the foregoing, nothing in this Agreement shall eliminate or limit the liability of a Manager or officer for monetary damages (i) for any breach of the Manager’s or officer’s duty of loyalty to the Company or its Member, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law by the Manager or officer, or (iii) for any transaction from which the Manager or officer received any improper personal benefit.

3.4.2 Indemnification Generally. Subject to the limitations set forth in Section 3.4.5, the Company shall indemnify and hold harmless any Member, Manager, officer, employee or agent of the Company or any of the Company’s, direct or indirect, subsidiaries (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company and the Company’s, direct or indirect, subsidiaries, regardless of whether the Indemnitee continues to be a Member, Manager, officer, agent of the Company or subsidiary, at the time any such liability or expense is paid or incurred.

3.4.3 Expenses. Subject to the limitations set forth in Section 3.4.5, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 3.4 shall, from time to time, upon request by the Indemnitee be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of an undertaking in form and substance reasonably satisfactory to the Manager, by or on behalf of the Indemnitee to repay such amount, if it shall be determined in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 3.4.

3.4.4 Additional Indemnification Rights. The indemnification provided by this Section 3.4 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as determined by the Manager, other constituent documents or as a matter of law or equity or otherwise (provided, however, that to the extent permitted by law, Section 3.4.5 shall be deemed to be a restriction on the rights of Indemnitee to obtain indemnification and

3

advancement of expenses in the circumstances specified herein), both as to an action in the Indemnitee’s capacity as an affiliate or a Member, Manager, an officer of the Company or of any affiliate, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

4

3.4.5 Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 or elsewhere in this Agreement to the contrary, the Company may elect, with the consent of the Manager, not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such Indemnitee or any of his or her affiliates against the Company or any of its direct or indirect subsidiaries or other affiliates, or (B) if the Manager has determined that such person has breached his/her duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.

3.4.6 Contractual Nature of Rights. The foregoing provisions of this Section 3.4 shall be deemed to be a contract between the Company and each Member, Manager, officer, employee or agent of the Company or of the Company’s, direct or indirect, subsidiaries, who serves in such capacity at any time while this Section 3.4 is in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The failure of the Company (including the Member, Manager or independent legal counsel) to make a determination concerning the permissibility of such indemnification or advancement of expenses under this Section 3.4 shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible.

3.4.7 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Member, the Manager, officers, employees and agents (including the Member, Manager, officers, employees and agents of any the Company’s, direct or indirect, subsidiaries) against any liability of any character asserted against or incurred by the Company or any such Member, Manager, officers, employees and agents of the Company or of the Company’s, direct or indirect, subsidiaries, or arising out of any such person’s relationship with the Company, whether or not the Company would have the power to indemnify such person against such liability under the Act or the provisions of this Section 3.4.

ARTICLE 4

BOOKS AND RECORDS

SECTION 4.1 Books of Account. Complete books of account shall be kept by the Manager at the principal office of the Company, or at such other office as the Manager may designate.

4

SECTION 4.2 Bank Accounts. The Manager may maintain one or more bank accounts for such funds of the Company as he shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Manager shall determine.

SECTION 4.3 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31.

SECTION 4.4 Tax election. The Manager shall have the authority to cause the Company to make any election required or permitted to be made for income tax purposes if the Manager determines, in his sole judgment, that such election is in the best interests of the Company. The Manager may cause the Company to make, in accordance with Section 754 of the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time (the “Code”), a timely election to adjust the basis of the Company property as described in Sections 734 and 743 of the Code in the sole discretion of the Manager.

SECTION 4.5 Title to Assets. Title to, and all right and interest in and to, the Company’s assets, shall be acquired in the name of and held by the Company, or if acquired in any other name, held for the benefit of the Company.

ARTICLE 5

DISSOLUTION AND TERMINATION

SECTION 5.1 Dissolution. The Company shall be dissolved and terminated upon the earlier to occur of (a) the entry of a decree of judicial dissolution of the Company, (b) when otherwise determined by the Member or (c) otherwise in accordance with the LLC Law.

ARTICLE 6

MISCELLANEOUS

SECTION 6.1 Severability. If any of the provisions of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions hereof which can be given effect without the invalid provision, and to this end the provisions of this Agreement are intended to be and shall be deemed severable.

SECTION 6.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to the conflicts of law rules of said state.

SECTION 6.3 No Third Party Beneficiaries. Except as set forth herein, none of the provisions of this Agreement shall be for the benefit of or enforceable by any of the creditors of the Company or any other person not a party to this Agreement.

5

IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement the day and year first above written.

FUEL OUTDOOR HOLDINGS LLC
By:	/s/ Richard M. Schaps
	Richard M. Schaps, Manager

6

EX-3.13

Exhibit 3.13

State of Delaware                    

Secretary of State                      

Division of Corporations              

Delivered 06:10 PM 03/31/2006        

FILED 05:36 PM 03/31/2006            

SRV 060309010 - 4135240 FILE      

CERTIFICATE OF FORMATION

OF

FUEL OUTDOOR SAN FRANCISCO LLC

This Certificate of Formation of Fuel Outdoor San Francisco LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-201, et. seq.).

FIRST. The name of the limited liability company formed hereby is Fuel Outdoor San Francisco LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of this 31st day of March, 2006.

By:	/s/ Christopher Valeri
Name:	Christopher Valeri
Title:	Authorized Person

State of Delaware                    

Secretary of State                      

Division of Corporations              

Delivered 11:47 AM 03/22/2013        

FILED 11:29 AM 03/22/2013            

SRV 130347421 - 4135240 FILE      

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Fuel Outdoor San Francisco LLC.

2. The Registered Office of the limited liability company in the State of Delaware is changed to 160 Greentree Drive, Suite 101 (street), in the City of Dover Zip Code 19904. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is National Registered Agents, Inc..

By:	/s/ Steven Pretsfelder
	Authorized Person
Name:	Steven Pretsfelder
	Print or Type

EX-3.14

Exhibit 3.14

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

FUEL OUTDOOR SAN FRANCISCO LLC

(a Delaware Limited Liability Company)

Dated As of November 15, 2012

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

FUEL OUTDOOR SAN FRANSCISO LLC

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 FUEL OUTDOOR SAN FRANCISCO LLC (the “Company”), pursuant to the provisions of the Delaware Limited Liability Company Act (as amended from time to time, the “LLC Law”).

ARTICLE 1

THE COMPANY AND ITS BUSINESS

SECTION 1.1 Formation of Company. The Company was formed as a limited liability company pursuant to the provisions of the LLC Law on or about March 31, 2006. The rights and liabilities of the Member, the management of the affairs of the Company and the conduct of its business shall be as provided in the LLC Law, except as herein otherwise expressly provided.

SECTION 1.2 Name. The Company was formed under the name “Fuel Outdoor San Francisco LLC”. The Member may change the Company’s name at anytime in its sole discretion.

SECTION 1.3 Purpose. The purposes of the Company shall be to perform and/or engage in any lawful business, purpose or activity permitted by the LLC Law and to enter into, make and perform all contracts, agreements and other undertakings and to do all other things necessary, suitable, desirable or proper for the accomplishments of, or in furtherance of, any of the purposes permitted by law and to do every other act or acts incidental to, or arising from, or connected with, any of such purposes.

SECTION 1.4 Filings. The Company’s officers from time to time shall execute, acknowledge, verify, file, record and publish all such applications, certificates and other documents, and do or cause to be done all such other acts, as the Manager (as defined in Section 3.1 below) may deem necessary or appropriate to comply with the requirements of law for the qualification and operation of the Company as a limited liability company in all jurisdictions in which the Company shall desire to conduct business.

SECTION 1.5 Principal Office. The principal office of the Company will be 800 Third Avenue, New York, New York 10022 or as otherwise determined by the Manager.

ARTICLE 2

CAPITALIZATION

SECTION 2.1 Capital Contributions. The Member may make such capital contributions, consisting of cash or real or personal property, to the Company as it deems appropriate from time to time.

SECTION 2.2 Liability of Member, Manager and Their Affiliates. Except as otherwise provided by applicable law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member, Manager nor any person affiliated with the Member or Manager nor any officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a Manager, an affiliate of the Member or of the Manager or an officer of the Company.

SECTION 2.3 Distributions. All distributions of cash, property, profits or otherwise and the timing thereof will be made in the discretion of the Manager.

ARTICLE 3

MANAGEMENT

SECTION 3.1 Management by the Manager.

3.1.1 The Manager shall manage the affairs of the Company.

3.1.2 The Manager shall be appointed by the Member, from time to time, and may be replaced or removed by the Member at its sole discretion. The initial Manager is Richard M. Schaps.

SECTION 3.2 Officers. The Manager shall have the right to delegate any portion of his duties as he may determine to officers or to other persons, provided, however, that no such delegation of authority shall relieve the Manager of his obligations hereunder. The Manager may, from time to time, designate or appoint one or more officers of the Company, including without limitation, a chairman of the board, president, senior managing director, chief executive officer, chief operating officer, managing director, one or more vice presidents, a secretary, an assistant secretary and/or a treasurer. Such officers may, but need not be, employees of the Company, the Member or an affiliate of the Company or of the Member. Each appointed officer shall hold office until (i) his/her successor is appointed by the Manager, (ii) such officer submits his/her resignation or (iii) such officer is removed, with or without cause, by the Manager. All officers shall have such authority and perform such duties as the Member has or may perform, subject to the terms and provisions of this Agreement and to the direction and authorization of the Manager. Each officer shall perform his/her duties as an officer in good faith and with such degree of care which an ordinarily prudent person in a like position would use under similar circumstances. As of the date hereof, the following persons are deemed to have been appointed by the Manager to the office(s) set forth opposite his/her name:

Name	Position
Richard M. Schaps	Chief Executive Officer
Mark H. Johnston	President
John Massoni	President-Western Division
Bruno A. Walmsley	Chief Financial Officer
Jordan B. Schaps	Executive Vice President
Steven S. Pretsfelder	Executive Vice President, General Counsel and Secretary
Richard A. Silverton	Executive Vice President, Development
William C. Beattie	Treasurer

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SECTION 3.3 Expenses. The Company shall pay all of its own operating, overhead and administrative expenses of every kind. The Manager and the officers shall be reimbursed for all costs and expenses they may have incurred or may hereafter incur on behalf of the Company.

SECTION 3.4 Liability of the Member, Manager and Officers; Indemnification.

3.4.1 Limited Liability of the Manager and Officers. The liability of the Manager and officers shall be eliminated and limited to the greater of (A) the maximum extent permitted by LLC Law, or (B) as set forth in Section 3.4 hereof. Without limiting the foregoing, and except as set forth in the immediately following sentence, no Manager or officer shall be liable to the Company or its Member for monetary damages for breach of fiduciary duty as a Manager or officer or otherwise liable, responsible or accountable to the Company or its Member for monetary damages or otherwise for any acts performed, or for any failure to act. Notwithstanding the foregoing, nothing in this Agreement shall eliminate or limit the liability of a Manager or officer for monetary damages (i) for any breach of the Manager’s or officer’s duty of loyalty to the Company or its Member, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law by the Manager or officer, or (iii) for any transaction from which the Manager or officer received any improper personal benefit.

3.4.2 Indemnification Generally. Subject to the limitations set forth in Section 3.4.5, the Company shall indemnify and hold harmless any Member, Manager, officer, employee or agent of the Company or any of the Company’s, direct or indirect, subsidiaries (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company and the Company’s, direct or indirect, subsidiaries, regardless of whether the Indemnitee continues to be a Member, Manager, officer, agent of the Company or subsidiary, at the time any such liability or expense is paid or incurred.

3.4.3 Expenses. Subject to the limitations set forth in Section 3.4.5, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 3.4 shall, from time to time, upon request by the Indemnitee be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of an undertaking in form and substance reasonably satisfactory to the Manager, by or on behalf of the Indemnitee to repay such amount, if it shall be determined in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 3.4.

3.4.4 Additional Indemnification Rights. The indemnification provided by this Section 3.4 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as determined by the Manager, other constituent documents or as a matter of law or equity or otherwise (provided, however, that to the extent permitted by law, Section 3.4.5 shall be deemed to be a restriction on the rights of Indemnitee to obtain indemnification and advancement of expenses in the circumstances specified herein), both as to an action in the

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Indemnitee’s capacity as an affiliate or a Member, Manager, an officer of the Company or of any affiliate, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

3.4.5 Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 or elsewhere in this Agreement to the contrary, the Company may elect, with the consent of the Manager, not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such Indemnitee or any of his or her affiliates against the Company or any of its direct or indirect subsidiaries or other affiliates, or (B) if the Manager has determined that such person has breached his/her duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.

3.4.6 Contractual Nature of Rights. The foregoing provisions of this Section 3.4 shall be deemed to be a contract between the Company and each Member, Manager, officer, employee or agent of the Company or of the Company’s, direct or indirect, subsidiaries, who serves in such capacity at any time while this Section 3.4 is in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The failure of the Company (including the Member, Manager or independent legal counsel) to make a determination concerning the permissibility of such indemnification or advancement of expenses under this Section 3.4 shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible.

3.4.7 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Member, the Manager, officers, employees and agents (including the Member, Manager, officers, employees and agents of any the Company’s, direct or indirect, subsidiaries) against any liability of any character asserted against or incurred by the Company or any such Member, Manager, officers, employees and agents of the Company or of the Company’s, direct or indirect, subsidiaries, or arising out of any such person’s relationship with the Company, whether or not the Company would have the power to indemnify such person against such liability under the Act or the provisions of this Section 3.4.

ARTICLE 4

BOOKS AND RECORDS

SECTION 4.1 Books of Account. Complete books of account shall be kept by the Manager at the principal office of the Company, or at such other office as the Manager may designate.

SECTION 4.2 Bank Accounts. The Manager may maintain one or more bank accounts for such funds of the Company as he shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Manager shall determine.

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SECTION 4.3 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31.

SECTION 4.4 Tax election. The Manager shall have the authority to cause the Company to make any election required or permitted to be made for income tax purposes if the Manager determines, in his sole judgment, that such election is in the best interests of the Company. The Manager may cause the Company to make, in accordance with Section 754 of the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time (the “Code”), a timely election to adjust the basis of the Company property as described in Sections 734 and 743 of the Code in the sole discretion of the Manager.

SECTION 4.5 Title to Assets. Title to, and all right and interest in and to, the Company’s assets, shall be acquired in the name of and held by the Company, or if acquired in any other name, held for the benefit of the Company.

ARTICLE 5

DISSOLUTION AND TERMINATION

SECTION 5.1 Dissolution. The Company shall be dissolved and terminated upon the earlier to occur of (a) the entry of a decree of judicial dissolution of the Company, (b) when otherwise determined by the Member or (c) otherwise in accordance with the LLC Law.

ARTICLE 6

MISCELLANEOUS

SECTION 6.1 Severability. If any of the provisions of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions hereof which can be given effect without the invalid provision, and to this end the provisions of this Agreement are intended to be and shall be deemed severable.

SECTION 6.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law rules of said state.

SECTION 6.3 No Third Party Beneficiaries. Except as set forth herein, none of the provisions of this Agreement shall be for the benefit of or enforceable by any of the creditors of the Company or any other person not a party to this Agreement.

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IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement the day and year first above written.

FUEL OUTDOOR HOLDINGS LLC
By:	/s/ Richard M. Schaps
	Richard M. Schaps, Manager

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EX-3.15

Exhibit 3.15

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:19 PM 08/11/2006

FILED 12:08 PM 08/11/2006

SRV 060754141 - 4203981 FILE

CERTIFICATE OF FORMATION

OF

METRO FUEL LLC

This Certificate of Formation of Metro Fuel LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-201, et. seq.).

FIRST. The name of the limited liability company formed hereby is Metro Fuel LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of this 11th day of August, 2006.

By:	/s/ Henry Rosas
Name:	Henry Rosas
Title:	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:22 AM 09/11/2013

FILED 11:20 AM 09/11/2013

SRV 131075789 - 4203981 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Metro Fuel LLC.                                             

2. The Registered Office of the limited liability company in the State of Delaware is changed to 160 Greentree Drive, Suite 101 (street), in the City of Dover Zip, Code 19904. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is National Registered Agents, Inc..

By:	/s/ Steven Pretsfelder
	Authorized Person
Name:	Steven Pretsfelder
	Print or Type

EX-3.16

Exhibit 3.16

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

METRO FUEL LLC

(a Delaware Limited Liability Company)

Dated As of November 15, 2012

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

METRO FUEL LLC

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”).

ARTICLE 1

THE COMPANY AND ITS BUSINESS

SECTION 1.1 Formation of Company. The Company was formed as a limited liability company pursuant to the provisions of the LLC Law on or about August 11, 2006. The rights and liabilities of the Member, the management of the affairs of the Company and the conduct of its business shall be as provided in the LLC Law, except as herein otherwise expressly provided.

SECTION 1.2 Name. The Company was formed under the name “Metro Fuel LLC”. The Member may change the Company’s name at anytime in its sole discretion.

SECTION 1.3 Purpose. The purposes of the Company shall be to perform and/or engage in any lawful business, purpose or activity permitted by the LLC Law and to enter into, make and perform all contracts, agreements and other undertakings and to do all other things necessary, suitable, desirable or proper for the accomplishments of, or in furtherance of, any of the purposes permitted by law and to do every other act or acts incidental to, or arising from, or connected with, any of such purposes.

SECTION 1.4 Filings. The Company’s officers from time to time shall execute, acknowledge, verify, file, record and publish all such applications, certificates and other documents, and do or cause to be done all such other acts, as the Manager (as defined in Section 3.1 below) may deem necessary or appropriate to comply with the requirements of law for the qualification and operation of the Company as a limited liability company in all jurisdictions in which the Company shall desire to conduct business.

SECTION 1.5 Principal Office. The principal office of the Company will be 800 Third Avenue, New York, New York 10022 or as otherwise determined by the Manager.

ARTICLE 2

CAPITALIZATION

SECTION 2.1 Capital Contributions. The Member may make such capital contributions, consisting of cash or real or personal property, to the Company as it deems appropriate from time to time.

SECTION 2.2 Liability of Member, Manager and Their Affiliates. Except as otherwise provided by applicable law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member, Manager nor any person affiliated with the Member or Manager nor any officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a Manager, an affiliate of the Member or of the Manager or an officer of the Company.

SECTION 2.3 Distributions. All distributions of cash, property, profits or otherwise and the timing thereof will be made in the discretion of the Manager.

ARTICLE 3

MANAGEMENT

SECTION 3.1 Management by the Manager.

3.1.1 The Manager shall manage the affairs of the Company.

3.1.2 The Manager shall be appointed by the Member, from time to time, and may be replaced or removed by the Member at its sole discretion. The initial Manager is Richard M. Schaps.

SECTION 3.2 Officers. The Manager shall have the right to delegate any portion of his duties as he may determine to officers or to other persons, provided, however, that no such delegation of authority shall relieve the Manager of his obligations hereunder. The Manager may, from time to time, designate or appoint one or more officers of the Company, including without limitation, a chairman of the board, president, senior managing director, chief executive officer, chief operating officer, managing director, one or more vice presidents, a secretary, an assistant secretary and/or a treasurer. Such officers may, but need not be, employees of the Company, the Member or an affiliate of the Company or of the Member. Each appointed officer shall hold office until (i) his/her successor is appointed by the Manager, (ii) such officer submits his/her resignation or (iii) such officer is removed, with or without cause, by the Manager. All officers shall have such authority and perform such duties as the Member has or may perform, subject to the terms and provisions of this Agreement and to the direction and authorization of the Manager. Each officer shall perform his/her duties as an officer in good faith and with such degree of care which an ordinarily prudent person in a like position would use under similar circumstances. As of the date hereof, the following persons are deemed to have been appointed by the Manager to the office(s) set forth opposite his/her name:

Name	Position
Richard M. Schaps	Chief Executive Officer
Mark H. Johnston	President
John Massoni	President-Western Division
Bruno A. Walmsley	Chief Financial Officer
Jordan B. Schaps	Executive Vice President
Steven S. Pretsfelder	Executive Vice President, General Counsel and Secretary
Richard A. Silverton	Executive Vice President, Development
William C. Beattie	Treasurer

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SECTION 3.3 Expenses. The Company shall pay all of its own operating, overhead and administrative expenses of every kind. The Manager and the officers shall be reimbursed for all costs and expenses they may have incurred or may hereafter incur on behalf of the Company.

SECTION 3.4 Liability of the Member, Manager and Officers; Indemnification.

3.4.1 Limited Liability of the Manager and Officers. The liability of the Manager and officers shall be eliminated and limited to the greater of (A) the maximum extent permitted by LLC Law, or (B) as set forth in Section 3.4 hereof. Without limiting the foregoing, and except as set forth in the immediately following sentence, no Manager or officer shall be liable to the Company or its Member for monetary damages for breach of fiduciary duty as a Manager or officer or otherwise liable, responsible or accountable to the Company or its Member for monetary damages or otherwise for any acts performed, or for any failure to act. Notwithstanding the foregoing, nothing in this Agreement shall eliminate or limit the liability of a Manager or officer for monetary damages (i) for any breach of the Manager’s or officer’s duty of loyalty to the Company or its Member, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law by the Manager or officer, or (iii) for any transaction from which the Manager or officer received any improper personal benefit.

3.4.2 Indemnification Generally. Subject to the limitations set forth in Section 3.4.5, the Company shall indemnify and hold harmless any Member, Manager, officer, employee or agent of the Company or any of the Company’s, direct or indirect, subsidiaries (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company and the Company’s, direct or indirect, subsidiaries, regardless of whether the Indemnitee continues to be a Member, Manager, officer, agent of the Company or subsidiary, at the time any such liability or expense is paid or incurred.

3.4.3 Expenses. Subject to the limitations set forth in Section 3.4.5, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 3.4 shall, from time to time, upon request by the Indemnitee be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of an undertaking in form and substance reasonably satisfactory to the Manager, by or on behalf of the Indemnitee to repay such amount, if it shall be determined in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 3.4.

3.4.4 Additional Indemnification Rights. The indemnification provided by this Section 3.4 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as determined by the Manager, other constituent documents or as a matter of law or equity or otherwise (provided, however, that to the extent permitted by law, Section 3.4.5 shall be deemed to be a restriction on the rights of Indemnitee to obtain indemnification and

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advancement of expenses in the circumstances specified herein), both as to an action in the Indemnitee’s capacity as an affiliate or a Member, Manager, an officer of the Company or of any affiliate, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

3.4.5 Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 or elsewhere in this Agreement to the contrary, the Company may elect, with the consent of the Manager, not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such indemnitee or any of his or her affiliates against the Company or any of its direct or indirect subsidiaries or other affiliates, or (B) if the Manager has determined that such person has breached his/her duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.

3.4.6 Contractual Nature of Rights. The foregoing provisions of this Section 3.4 shall be deemed to be a contract between the Company and each Member, Manager, officer, employee or agent of the Company or of the Company’s, direct or indirect, subsidiaries, who serves in such capacity at any time while this Section 3.4 is in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The failure of the Company (including the Member, Manager or independent legal counsel) to make a determination concerning the permissibility of such indemnification or advancement of expenses under this Section 3.4 shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible.

3.4.7 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Member, the Manager, officers, employees and agents (including the Member, Manager, officers, employees and agents of any the Company’s, direct or indirect, subsidiaries) against any liability of any character asserted against or incurred by the Company or any such Member, Manager, officers, employees and agents of the Company or of the Company’s, direct or indirect, subsidiaries, or arising out of any such person’s relationship with the Company, whether or not the Company would have the power to indemnify such person against such liability under the Act or the provisions of this Section 3.4.

ARTICLE 4

BOOKS AND RECORDS

SECTION 4.1 Books of Account. Complete books of account shall be kept by the Manager at the principal office of the Company; or at such other office as the Manager may designate.

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SECTION 4.2 Bank Accounts. The Manager may maintain one or more bank accounts for such funds of the Company as he shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Manager shall determine.

SECTION 4.3 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31.

SECTION 4.4 Tax election. The Manager shall have the authority to cause the Company to make any election required or permitted to be made for income tax purposes if the Manager determines, in his sole judgment, that such election is in the best interests of the Company. The Manager may cause the Company to make, in accordance with Section 754 of the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time (the “Code”), a timely election to adjust the basis of the Company property as described in Sections 734 and 743 of the Code in the sole discretion of the Manager.

SECTION 4.5 Title to Assets. Title to, and all right and interest in and to, the Company’s assets, shall be acquired in the name of and held by the Company, or if acquired in any other name, held for the benefit of the Company.

ARTICLE 5

DISSOLUTION AND TERMINATION

SECTION 5.1 Dissolution. The Company shall be dissolved and terminated upon the earlier to occur of (a) the entry of a decree of judicial dissolution of the Company, (b) when otherwise determined by the Member or (c) otherwise in accordance with the LLC Law.

ARTICLE 6

MISCELLANEOUS

SECTION 6.1 Severability. If any of the provisions of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions hereof which can be given effect without the invalid provision, and to this end the provisions of this Agreement are intended to be and shall be deemed severable.

SECTION 6.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law rules of said state.

SECTION 6.3 No Third Party Beneficiaries. Except as set forth herein, none of the provisions of this Agreement shall be for the benefit of or enforceable by any of the creditors of the Company or any other person not a party to this Agreement.

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IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement the day and year first above written.

FUEL OUTDOOR HOLDINGS LLC
By:	/s/ Richard M. Schaps
	Richard M. Schaps, Manager

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EX-3.17

Exhibit 3.17

ARTICLES OF ORGANIZATION

OF

MILLENNIUM BILLARDS L.L.C.

Under and Pursuant to Section 203 of the Limited Liability Company Law of the State of New York

The undersigned being the organizer of the Limited Liability Company does hereby certify.

FIRST: The name of the Limited Liability Company is.

MILLENNIUM BILLARDS L.L.C.

SECOND: The office of the Limited Liability Company shall be located in the County of New York.

THIRD: The Secretary of State is designated as the agent of the Limited Liability Company upon whom process against the Limited Liability Company may be served, and the address to which the Secretary of State shall mail a copy of any process against the Limited Liability Company served upon him is Attention: c/o Ralph Tawil, Jr. 240 West 40^th Street, New York, New York 10018.

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FOURTH: The Limited Liability Company is to be managed by one member or one manager.

FIFTH: A) The business purpose for which the Limited Liability Company is formed is to conduct any lawful business including but not limited the ownership of real estate and the management, leasing and financing of real estate;

B) Substantial business decisions or actions must be made by all members unless revised to the contrary in the Limited Liability Company’s Operating Agreement.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury, this 27th day of January, 1998.

/s/ SAUL A. MISHAAN

SAUL A. MISHAAN - ORGANIZER

ATTORNEY-IN-FACT

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ARTICLES OF ORGANIZATION

OF

MILLENNIUM BILLARDS L.L.C.

Under Section 203 of the limited liability company law

Mishaan Dayon & Lieblich

1001 Ave Of The Americas, 24FL

New York, New York 10018

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CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

MILLENNIUM BILLARDS L.L.C.

Under and Pursuant to Section 211 of the

Limited Liability Company Law of the State of New York

The undersigned being AUTHORIZED PERSON of MILLENNIUM BILLARDS L.L.C. does hereby certify:

FIRST: The name of the Limited Liability Company is

MILLENNIUM BILLARDS L.L.C.

SECOND: The date the Articles of Organization to be amended were filed with the Department of State was the 28th day of January, 1998.

THIRD: That the amendment of the Articles of Organization effected by this Certificate is as follows:

Paragraph FIRST of the Articles of Organization, relating to MILLENNIUM BILLARDS L.L.C., is hereby amended to read as follows:

FIRST: The name of the Limited Liability company is: MILLENNIUM BILLBOARDS L.L.C.

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IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury, this 11th day of February, 1998.

/s/ Saul A. Mishaan

Saul A. Mishaan - Organizer

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CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

MILLENNIUM BILLARDS L.L.C.

Under Section 211 of the Limited Liability

Company Law of the State of New York

Mishaan Dayon & Lieblich

1001 Ave of The Americas, 24FL

New York, New York 10018

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STATE OF NEW YORK

    County of New York

	Cynthia Byrd, being duly sworn, says that she is the PRINCIPAL CLERK of the Publisher of the NEW YORK LAW JOURNAL, a Daily Newspaper; that the Advertisement hereto annexed has been published in the said NEW YORK LAW JOURNAL in each week for 6 successive weeks, commencing on the 24th day of July, 1998.
	TO WIT JULY 24, 31, 1998 AUGUST 7, 14, 21, 28, 1998
	SWORN TO BEFORE ME, this 28th day of August, 1998.

Christine A. Allen

Notary Public, State of New York

No. 01AL5072870

Qualified in Nassau County

Commission Expires Feb. 10, 1999

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AFFIDAVIT OF PUBLICATION

OF

MILLENNIUM BILLBOARDS L. L. C.

Under Section 206 of the Limited Liability

Company Law of the State of New York

Mishaan Dayon & Lieblich

1001 Ave of The Americas, 24FL

New York, New York 10018

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THE JEWISH WEEK

1501 BROADWAY

New York, N.Y. 10036

212-921-7822

STATE OF NEW YORK

COUNTY OF NEW YORK, CITY OF NEW YORK

BOROUGH OF MANHATTAN

, of the Borough of Manhattan, in the City of New York being duly sworn that she is the Principal Clerk of THE JEWISH WEEK AND THE AMERICAN EXAMINER, INC.

a newspaper printed in the Borough of Manhattan, aforesaid and the Notice of which the annexed is a true copy, has been published in said newspaper once each week for six week(s) (1-6) successively, commencing on the 7th day of Aug. 1998 and the following days, to with 7/24, 318/7, 14, 21, 28

/s/ Eva Rensley

Principal Clerk

Sworn and signed before me this 31 day of Aug. 1998

ARTHUR KLASS

Notary Public, State of New York

No. 01KL4922689

Qualified In Kings County

Commission Expires March 7, 2000

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AFFIDAVIT OF PUBLICATION

OF

MILLENNIUM BILLBOARDS L.L.C.

Under Section 206 of the Limited Liability

Company Law of the State of New York

Mishaan Dayon & Lieblich

1001 Ave of The Americas, 24FL

New York, New York 10018

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EX-3.18

Exhibit 3.18

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

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

MILLENNIUM BILLBOARDS L.L.C.

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.

ARTICLE 1

THE COMPANY AND ITS BUSINESS

SECTION 1.1 Formation of Company. The Company was formed as a limited liability company pursuant to the provisions of the New York Limited Liability Company Act (as amended from time to time, the “LLC Law”) on or about January 28, 1998. The Company’s original name was “Millennium Billards L.L.C.” which was changed by a Certificate of Amendment dated February 11, 1998 to its current name, “Millennium Billboards L.L.C.” The rights and liabilities of the Member, the management of the affairs of the Company and the conduct of its business shall be as provided in the LLC Law, except as herein otherwise expressly provided.

The Member and Sign Up USA, Inc., a New York corporation (“Sign Up”), were the original members of the Company pursuant to a limited liability company agreement as amended and restated May 15, 1998, amended as of May 21, 1998, June 30, 1998 and April 15, 1999. Pursuant to an Assignment and Assumption of Membership Interest executed and delivered by the Member and Sign Up on and effective concurrently with the effective date of this Agreement, Sign Up is selling, transferring, conveying and assigning to the Member, Sign Up’s entire membership interest in the Company as a result of which the Member is becoming the sole Member of the Company. Accordingly, the Member wishes to amend and restate the Company’s existing limited liability company agreement as reflected in this Second Amended and Restated Limited Liability Company Agreement.

SECTION 1.2 Name. The name of the Company shall be “Millennium Billboards L.L.C.” until otherwise determined by the Member.

SECTION 1.3 Purpose. The purposes of the Company shall be to perform and/or engage in any lawful business, purpose or activity permitted by the LLC Law and to enter into, make and perform all contacts, agreements and other undertakings and to do all other things necessary, suitable, desirable or proper for the accomplishments of, or in furtherance of, any of the purposes permitted by law and to do every other act or acts incidental to, or arising from, or connected with, any of such purposes.

SECTION 1.4 Filings. The Company’s officers from time to time shall execute, acknowledge, verify, file, record and publish all such applications, certificates and other documents, and do or cause to be done all such other acts, as the Manager may deem necessary or appropriate to comply with the requirements of law for the qualification and operation of the Company as a limited liability company in all jurisdictions in which the Company shall desire to conduct business.

SECTION 1.5 Principal Office. The principal office of the Company will be 800 Third Avenue, New York, New York 10022 or as otherwise determined by the Manager.

ARTICLE 2

CAPITALIZATION

SECTION 2.1 Capital Contributions. The Member may make such capital contributions, consisting of cash or real or personal property, to the Company as it deems appropriate from time to time.

SECTION 2.2 Liability of Member, Manager and Their Affiliates. Except as otherwise provided by applicable law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member, Manager nor any person affiliated with the Member or Manager nor any officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a Manager, an affiliate of the Member or of the Manager or an officer of the Company.

SECTION 2.3 Distributions. All distributions of cash, property, profits or otherwise and the timing thereof will be made in the discretion of the Manager.

ARTICLE 3

MANAGEMENT

SECTION 3.1 Management by the Manager.

3.1.1 The Manager shall manage the affairs of the Company.

3.1.2 The Manager shall be appointed by the Member, from time to time, and may be replaced or removed by the Member at its sole discretion. The Manager of the Company shall be Richard M. Schaps.

SECTION 3.2 Officers. The Manager shall have the right to delegate any portion of its duties as it may determine to officers or to other persons, provided, however, that no such delegation of authority shall relieve the Manager of its obligations hereunder. The Manager may, from time to time, designate or appoint one or more officers of the Company, including without limitation, a chairman of the board, president, chief executive officer, chief operating officer, managing director, one or more vice presidents, a secretary, an assistant secretary and/or a treasurer. Such officers may, but need not be, employees of the Company, the Member or an affiliate of the Company or of the Member. Each appointed officer shall hold office until (i) his/her successor is appointed by the Manager, (ii) such officer submits his/her resignation or (iii) such officer is removed, with or without cause, by the Manager. All officers shall have such authority and perform such duties as the Manager has or may perform, subject to

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the terms and provisions of this Agreement and to the direction and authorization of the Manager. Each officer shall perform his/her duties as an officer in good faith and with such degree of care which an ordinarily prudent person in a like position would use under similar circumstances.

SECTION 3.3 Expenses. The Company shall pay all of its own operating, overhead and administrative expenses of every kind. The Manager and the officers shall be reimbursed for all costs and expenses they may have incurred or may hereafter incur on behalf of the Company.

SECTION 3.4 Liability of the Member, Manager and Officers; Indemnification.

3.4.1 Limited Liability of the Manager and Officers. The liability of the Manager and officers shall be eliminated and limited to the greater of (A) the maximum extent permitted by LLC Law, or (B) as set forth in Section 3.4 hereof. Without limiting the foregoing, and except as set forth in the immediately following sentence, no Manager or officer shall be liable to the Company or its Member for monetary damages for breach of fiduciary duty as a Manager or officer or otherwise liable, responsible or accountable to the Company or its Member for monetary damages or otherwise for any acts performed, or for any failure to act. Notwithstanding the foregoing, nothing in this Agreement shall eliminate or limit the liability of a Manager or officer for monetary damages (i) for any breach of the Manager’s or officer’s duty of loyalty to the Company or its Member, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law by the Manager or officer, or (iii) for any transaction from which the Manager or officer received any improper personal benefit.

3.4.2 Indemnification Generally. Subject to the limitations set forth in Section 3.4.5, the Company shall indemnify and hold harmless any Member, Manager, officer, employee or agent of the Company or any of the Company’s, direct or indirect, subsidiaries (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company and the Company’s, direct or indirect, subsidiaries, regardless of whether the Indemnitee continues to be a Member, Manager, officer, agent of the Company or subsidiary, at the time any such liability or expense is paid or incurred.

3.4.3 Expenses. Subject to the limitations set forth in Section 3.4.5, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 3.4 shall, from time to time, upon request by the Indemnitee be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of an undertaking in form and substance reasonably satisfactory to the Manager, by or on behalf of the Indemnitee to repay such amount, if it shall be determined in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 3.4.

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3.4.4 Additional Indemnification Rights. The indemnification provided by this Section 3.4 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as determined by the Manager, other constituent documents or as a matter of law or equity or otherwise (provided, however, that to the extent permitted by law, Section 3.4.5 shall be deemed to be a restriction on the rights of Indemnitee to obtain indemnification and advancement of expenses in the circumstances specified herein), both as to an action in the Indemnitee’s capacity as an affiliate or a Member, Manager, an officer of the Company or of any affiliate, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

3.4.5 Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 or elsewhere in this Agreement to the contrary, the Company may elect, with the consent of the Executive Manager and a majority of the other members of the Executive Management Committee of Van Wagner Twelve Holdings, LLC (other than any member of such committee whose indemnification or advancement of expenses is in question), not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such Indemnitee or any of his or her affiliates against the Company or any of its direct or indirect subsidiaries or other affiliates, in each case without the prior written consent of the Manager which may be withheld in his or her sole discretion, or (B) if the Manager, with the consent of a majority of the other members of the Executive Management Committee of Van Wagner Twelve Holdings, LLC (other than any member of such committee whose indemnification or advancement of expenses is in question) has determined that such Person has breached his/her duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.

3.4.6 Contractual Nature of Rights. The foregoing provisions of this Section 3.4 shall be deemed to be a contract between the Company and each Member, Manager, officer, employee or agent of the Company or of the Company’s, direct or indirect, subsidiaries, who serves in such capacity at any time while this Section 3.4 is in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The failure of the Company (including the Member, Manager or independent legal counsel) to make a determination concerning the permissibility of such indemnification or advancement of expenses under this Section 3.4 shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible.

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3.4.7 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Member, the Manager, officers, employees and agents (including the Member, Manager, officers, employees and agents of any the Company’s, direct or indirect, subsidiaries) against any liability of any character asserted against or incurred by the Company or any such Member, Manager, officers, employees and agents of the Company or of the Company’s, direct or indirect, subsidiaries, or arising out of any such person’s relationship with the Company, whether or not the Company would have the power to indemnify such person against such liability under the Act or the provisions of this Section 3.4.

ARTICLE 4

BOOKS AND RECORDS

SECTION 4.1 Books of Account. Complete books of account shall be kept by the Manager at the principal office of the Company, or at such other office as the Manager may designate.

SECTION 4.2 Bank Accounts. The Manager may maintain one or more bank accounts for such funds of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Manager shall determine.

SECTION 4.3 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31.

SECTION 4.4 Tax election. The Manager shall have the authority to cause the Company to make any election required or permitted to be made for income tax purposes if the Manager determines, in its sole judgment, that such election is in the best interests of the Company. The Manager may cause the Company to make, in accordance with Section 754 of the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time (the “Code”), a timely election to adjust the basis of the Company property as described in Sections 734 and 743 of the Code in the sole discretion of the Manager.

SECTION 4.5 Title to Assets. Title to, and all right and interest in and to, the Company’s assets, shall be acquired in the name of and held by the Company, or if acquired in any other name, held for the benefit of the Company.

ARTICLE 5

DISSOLUTION AND TERMINATION

SECTION 5.1 Dissolution. The Company shall be dissolved and terminated upon the earlier to occur of (a) the entry of a decree of judicial dissolution of the Company, (b) when otherwise determined by the Member or (c) otherwise in accordance with the LLC Law.

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ARTICLE 6

MISCELLANEOUS

SECTION 6.1 Severability. If any of the provisions of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions hereof which can be given effect without the invalid provision, and to this end the provisions of this Agreement are intended to be and shall be deemed severable.

SECTION 6.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to the conflicts of law rules of said state.

SECTION 6.3 No Third Party Beneficiaries. Except as set forth herein, none of the provisions of this Agreement shall be for the benefit of or enforceable by any of the creditors of the Company or any other person not a party to this Agreement.

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IN WITNESS WHEREOF, the undersigned has duly executed this Operating Agreement the day and year first above written.

VAN WAGNER COMMUNICATIONS LLC
By:	/s/ Mark Johnston
	Name: Mark Johnston
	Title: Chief Operating Officer

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EXECUTION VERSION

FIRST AMENDMENT

TO

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

MILLENNIUM BILLBOARDS L.L.C.

This Amendment (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement of Millennium Billboards L.L.C. (the “Company”) dated as of June 27, 2006 (the “Agreement”) is entered into by Richard M. Schaps, as its Manager (the “Manager”), effective as of July 29, 2011.

1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

2. Section 3.4.5 is amended in its entirety and replaced as follows:

“Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 or elsewhere in this Agreement to the contrary, the Company may elect, with the consent of the Manager, not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such Indemnitee or any of his or her affiliates against the Company or any of its direct or indirect subsidiaries or affiliates or (B) if the Manager has determined that such Indemnitee has breached his/her duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.”

3. Except as otherwise provided herein, the Agreement shall remain unmodified and in full force and effect.

4. This Amendment may be executed in counterpart copies, each of which shall be deemed an original and all of which together shall be deemed one and the same instrument. Facsimile signatures shall have the same force and effect as originals.

[signature page to follow]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement effective as of the date first written above.

By:	/s/ Richard M. Schaps
	Richard M. Schaps, Manager

[Signature Page to LLC Amendment (Millennium Billboards)]

EX-3.19

Exhibit 3.19

CERTIFICATE OF INCORPORATION

OF

MIZEY REALTY CO, INC.

(Under Section 402 of the Business Corporation Law)

The undersigned, being a natural person of at least 18 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation (hereinafter the “Corporation”) is Mizey Realty Co., Inc.

SECOND: The Corporation is formed to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that the Corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

THIRD: The office of the Corporation is to be located in the County of New York, State of New York.

FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is two hundred (200), all of which are of a par value of $.01 each, and all of which are Common shares.

FIFTH: The Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the Corporation served upon him or her is c/o Paul Whitby, Esq., Van Wagner Communications LLC, 420 Lexington Avenue, Suite 520, New York, New York 10170.

SIXTH: The duration of the Corporation is to be perpetual.

SEVENTH: The Corporation shall, to the fullest extent permitted by Article 7 of the Business Corporation Law, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Article from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Article, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which any person may be entitled under any by-law, resolution of shareholders, resolution of directors, agreement or otherwise, as permitted by said Article, as to action in any capacity in which he or she served at the request of the Corporation.

EIGHTH: The personal liability of the directors of the Corporation is eliminated to the fullest extent permitted by the provisions of paragraph (b) of Section 402 of the Business Corporation Law, as the same may be amended and supplemented.

NINTH: Whenever under the provisions of the Business Corporation Law shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, signed, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with the provisions of Section 615 of the Business Corporation Law.

Signed on January 7, 1999.

/s/ Mary A. Roma

Mary A. Roma, Incorporator

Baer Marks & Upham LLP

805 Third Avenue

New York, New York 10022

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CERTIFICATE OF INCORPORATION

OF

MIZEY REALTY CO., INC.

(Under Section 402 of the Business Corporation Law)

Baer Marks & Upham LLP

805 Third Avenue

New York, New York 10022

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CERTIFICATE OF CHANGE

OF

Mizey Realty Co., Inc.

Under Section 805-A of the Business Corporation Law

FIRST: The name the corporation is Mizey Realty Co., Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on January 8, 1999.

THIRD: The certificate of incorporation of the corporation is hereby changed, pursuant to the authorization of the Board of Directors of the corporation, so as to change the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him and, to accomplish said change, the statement in the certificate of incorporation relating to said post office address is hereby stricken and the following statement is substituted in lieu thereof:

“The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is c/o Van Wagner Communications, LLC, 800 Third Avenue New York, New York 10022.”

Signed on November 22, 1999

/s/ Robert C. Fauser

Name: Robert C. Fauser

Title: Executive Vice President

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CERTIFICATE OF CHANGE

OF

Mizey Realty Co., Inc.

Under Section 805-A of the Business Corporation Law

Filed By

Baer Marks & Upham, LLP

805 Third Avenue

New York, New York 10022

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EX-3.20

Exhibit 3.20

BY-LAWS

OF

MIZEY REALTY CO., INC.

(a New York corporation)

Adopted by the sole incorporator and

ratified by the Board of Directors

on January 8, 1999

ARTICLE I.

SHAREHOLDERS

SECTION 1.1 Time and Place of Meetings. All meetings of shareholders of Mizey Realty Co., Inc. (the “Corporation”) shall be held at such place, either within or outside of the State of New York, on such date and at such time as may be determined from time to time by the Board of Directors or the Chairman in the absence of a designation by the Board of Directors.

SECTION 1.2 Annual Meetings. Annual meetings of shareholders shall be held to elect the Board of Directors and transact such other business as may properly be brought before the meeting.

SECTION 1.3 Special Meetings. Special meetings of the shareholders may be called by the President, the Board of Directors or the Chairman of the Board of Directors and shall be called by the President or the Secretary at the request in writing of holders of record of a majority of the outstanding capital stock of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

SECTION 1.4 Notice of Meetings and Adjourned Meetings; Waivers of Notice. (a) Subject to the provisions of Section 1.7, whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called and that it is being issued by or at the direction of the person or persons calling the meeting. Unless otherwise provided by the Business Corporation Law of the State of New York as the same exists or may hereafter be amended (“New York Law”), such notice shall be given not fewer than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at such meeting. Unless these By-Laws

otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

(b) A written waiver of any such notice signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting and protests prior to the conclusion of the meeting the lack of notice of such meeting.

(c) Written notice to each shareholder shall be given personally, by overnight courier, by first class mail, by facsimile transmission or by electronic mail and shall be deemed to have been received (i) if delivered by hand, on the date of delivery; (ii) if transmitted by Federal Express or similar overnight courier service, one business day after transmission; (iii) if mailed by United States mail, postage prepaid, two days after deposit in such mails; (iv) if transmitted by facsimile prior to 5:30 p.m. on any business day, on the date of such transmission (if so transmitted after 5:30 p.m., on the next succeeding business day); or (v) if transmitted by electronic mail prior to 5:30 p.m. on any business day, on the day of transmission (if so transmitted after 5:30 p.m., on the next succeeding business day). Notices shall be addressed to each shareholder at the shareholder’s address or facsimile number as it appears on the Corporation’s records or to such other address as the shareholder may have furnished the Corporation for such purpose.

SECTION 1.5 Quorum. Unless otherwise provided under the Certificate of Incorporation or these By-Laws and subject to New York Law, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of the class or classes of capital stock of the Corporation entitled to vote at a meeting of shareholders shall constitute a quorum for the transaction of business, except that as to any action required to be taken by shareholders voting separately as a class or classes a majority of the shares entitled to vote separately as one class shall constitute a quorum of that class and may act separately whether or not a quorum of another class or classes be present.

SECTION 1.6 Voting. (a) Unless otherwise provided in the Certificate of Incorporation and subject to New York Law, each shareholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation standing in the shareholder’s name on the stock books of the Corporation. Unless otherwise provided by New York Law, the Certificate of Incorporation or these By-Laws, the affirmative vote of a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon shall be the act of the shareholders.

(b) Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to a corporate action without a meeting may authorize another person or persons to act for him or her by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney, but no such proxy shall be voted or acted upon after 11 months from its date, unless the proxy provides for a longer period.

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SECTION 1.7 Action by Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with the provisions of Section 615 of the New York Law.

SECTION 1.8 Organization. At each meeting of shareholders, the Chairman of the Board of Directors, if one shall have been elected (or in his or her absence or if one shall not have been elected, the President) shall act as chairman of the meeting. The Secretary (or in his or her absence or inability to act, the person who the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

SECTION 1.9 Order of Business. The order of business at all meetings of shareholders shall be as determined by the chairman of the meeting.

ARTICLE 2

DIRECTORS

SECTION 2.1 Directors’ Role, Number of Directors and Term of Office. Except as provided by New York Law, the Certificate of Incorporation or these By-Laws, the business of the Corporation shall be managed under the direction of its Board of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time by resolution of a majority of the entire Board of Directors, but shall not be less than one nor more than five. Until so fixed, the number of directors constituting the Board of Directors shall be two. As used in these By-Laws, “entire Board of Directors” means the total number of Directors which the Corporation would have if there were no vacancies. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2.10 herein, and each director shall hold office until the expiration of the term for which he or she is elected and until his or her successor shall have been duly elected and shall have qualified. Any director may be removed at any time by the shareholders, with or without cause. No decrease in the number of directors shall shorten the term of any incumbent director.

SECTION 2.2 Quorum and Manner of Acting; Adjournment. Unless the Certificate of Incorporation, these By-Laws or New York Law requires a greater number, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the Board of Directors. A majority of the directors present at a meeting, whether or not a quorum is present, may adjourn any meeting to another time or place.

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Notice of any adjournment shall be given to the directors who were not present at the time of the adjournment and need not be given to the directors present at the time of the adjournment if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting.

SECTION 2.3 Time and Place of Meetings; Notice. The Board of Directors shall hold its meetings at such place, either within or outside of the State of New York, and at such time, as may be determined from time to time by the Board of Directors. Notice of any special meeting of the Board of Directors may be served not less than one day before the date and time fixed for such meeting, stating the time and place thereof. Written notice to each director shall be given personally, by overnight courier, by first class mail, by facsimile transmission or by electronic mail and shall be deemed to have been received (i) if delivered by hand, on the date of delivery; (ii) if transmitted by Federal Express or similar overnight courier service, one business day after transmission; (iii) if mailed by United States mail, postage prepaid, two days after deposit in such mails; (iv) if transmitted by facsimile prior to 5:30 p.m. on any business day, on the date of such transmission (if so transmitted after 5:30 p.m., on the next succeeding business day); or (v) if transmitted by electronic mail prior to 5:30 p.m. on any business day, on the day of transmission (if so transmitted after 5:30 p.m., on the next succeeding business day). Notices shall be addressed to each director at the director’s address or facsimile number as it appears on the Corporation’s records or to such other address as the director may have furnished the Corporation for such purpose.

SECTION 2.4 Regular Meetings. The Board of Directors shall hold regular meetings at such times and at such places as the Board of Directors may prescribe from time to time. All meetings shall be held at such time on such dates as the Board of Directors may designate, except that a regular meeting of the Board of Directors shall be held following the adjournment of and on the same date as the annual meeting of shareholders and at such meeting the Board of Directors may elect or appoint officers of the Corporation. No notice shall be required of a regular meeting if the time and place of such meetings are fixed by the Board of Directors.

SECTION 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President. The Secretary shall call special meetings of the Board of Directors when requested in writing by any two directors or, if the entire Board of Directors consists of two directors, by one.

SECTION 2.6 Telephonic Meetings. Any one or more members of the Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

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SECTION 2.7 Committees. The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate from among its members an executive committee and other committees, each committee to consist of one or more of the directors, and each of which, to the extent provided in the resolution or in the Certificate of Incorporation or these By-Laws, shall have all the authority of the Board of Directors, except as restricted by New York Law. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent member or members at any meeting of the committee. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

SECTION 2.8 Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken by the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or committee, as the case may be, shall be filed with the minutes of proceedings of the Board of Directors or committee.

SECTION 2.9 Waiver of Notice. Whenever under the provisions of these By-Laws or New York Law, the Board of Directors or any Committee is authorized to take any action after notice or after lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if such action be authorized or approved and the requirements waived by each member entitled to notice. Such authorization or approval and such waiver shall be filed with the Secretary of the Company.

SECTION 2.10 Resignation. Any director may resign at any time by giving written notice to the Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 2.11 Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason, except the removal of directors without cause, may be filled by vote of the directors. If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by vote of a majority of the directors then in office. Vacancies occurring in the Board of Directors by reason of removal of directors without cause, may be filled only by vote of the shareholders.

SECTION 2.12 Removal. Any director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote and the vacancies thus created may be filled in accordance with Section 2.10 herein.

SECTION 2.13 Compensation. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

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ARTICLE 3

OFFICERS

SECTION 3.1 Principal Officers. The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary. The Corporation may also have such other principal officers, including a Chairman of the Board of Directors and one or more Controllers as the Board of Directors may in its discretion appoint. Any two or more offices may be held by the same person.

SECTION 3.2 Election, Term of Office and Remuneration. The principal officers of the Corporation shall be elected or appointed by the Board of Directors at the meeting thereof following the annual meeting of shareholders. Each such officer shall hold office for the term for which he or she is elected or appointed, and until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or removal. The remuneration of all officers of the Corporation shall be fixed by the Board of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.

SECTION 3.3 Subordinate Officers. In addition to the principal officers enumerated in Section 3.1, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents or employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

SECTION 3.4 Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors.

SECTION 3.5 Resignations. Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.6 Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.

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SECTION 3.7 The Chairman of the Board. The Chairman of the Board of Directors if there be one, or in the absence of the Chairman, the Vice Chairman of the Board of Directors, shall preside at all meetings of the shareholders and of the Board of Directors and shall perform such other duties as may from time to time be requested by the Board of Directors.

SECTION 3.8 The President. Unless a separate Chief Executive Officer is appointed, the President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the business and operations of the Corporation, subject however, to the control of the Board of Directors. The President shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of President and such other duties as from time to time may be assigned by the Board of Directors.

SECTION 3.9 The Secretary. The Secretary or an Assistant Secretary shall attend all meetings of the shareholders and of the Board of Directors and shall record all votes of the shareholders and of the directors and the minutes of the meetings of the shareholders and of the Board of Directors and of committees of the Board of Directors in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation and see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Directors or the President.

SECTION 0.1 The Treasurer. The Treasurer or an Assistant Treasurer shall have or provide for the custody of the funds or other property of the Corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Corporation; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Directors may from time to time designate; shall, whenever so required by the Board of Directors, render an account showing all transactions as Treasurer and the financial condition of the Corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the President.

ARTICLE I.

CAPITAL STOCK

SECTION 1.1 Certificates for Shares. Certificates for shares of stock of the Corporation certifying the number of shares represented thereby shall be issued to each shareholder in such form not inconsistent with the Certificate of Incorporation as shall be approved by the Board of Directors. Such certificates shall be numbered and registered in the order in which they are issued, shall be signed by the President or any Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates exchanged or returned to the Corporation shall be canceled.

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SECTION 1.2 Transfer of Shares of Stock. Transfers of shares shall be made only upon the books of the Corporation upon surrender of the certificate or certificates representing such shares properly assigned. Whenever any transfer of shares shall be made for collateral security, it shall be so expressed in the entry of the transfer. The Board of Directors shall have power to make such rules and regulations, not inconsistent with New York Law and the Certificate of Incorporation, as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of stock of the Corporation.

Section 1.3 Lost, Stolen, Mutilated or Destroyed Certificates. As a condition to the issue of a new certificate of stock in place of any certificate theretofore issued and alleged to have been lost, stolen, mutilated or destroyed, the Board of Directors, in its discretion, may require the owner of such certificate, or its legal representative, to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of such certificate or the issuance of a new certificate. Proper and legal evidence of such loss, theft, mutilation or destruction shall be procured for the Board of Directors, if required.

SECTION 1.4 Closing of Transfer Books; Determination of Record; Date. Unless otherwise provided by New York Law or by the Certificate of Incorporation, for the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purposes of any other action, the Board of Directors may fix, in advance, a date, as the record date for any such determination of shareholders, not more than 60 nor less than 10 days prior to the date of such meeting, nor more than 60 days prior to any other action.

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ARTICLE II.

INDEMNIFICATION

SECTION 2.1 Indemnification of Directors and Officers. To the fullest extent permitted by New York Law, the Corporation shall indemnify any person who is or was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including any action by or in the right of the Corporation to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other entity, which any director or officer of the Corporation is serving, has served or has agreed to serve in any capacity at the request of the Corporation, by reason of the fact that such person or such person’s testator or intestate is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or entity in any capacity, against judgments, fines, amounts paid or to be paid in settlement, taxes or penalties, and costs, charges and expenses, including attorney’s fees, incurred in connection with such action or proceeding or any appeal therein; provided that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

SECTION 2.2 Reimbursement and Advances. The Corporation shall, from time to time, reimburse or advance to any person referred to in Section 5.1 herein the funds necessary for payment of expenses (including attorneys’ fees, costs and charges) incurred in connection with any action or proceeding referred to in Section 5.1 herein, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to such person establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Nothing contained in this Section 5.2 herein shall limit the right of the Corporation, from time to time, to reimburse or advance funds to any person referred to in Section 5.1 herein.

SECTION 2.3 Continuity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 5 shall: (i) apply with respect to acts or omissions occurring prior to the adoption of this Article 5 to the fullest extent permitted by law, and (ii) survive the full or partial repeal or restrictive amendment hereof with respect to events occurring prior thereto.

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SECTION 2.4 Non-Exclusivity. Nothing contained in this Article 5 shall limit the right to indemnification and advancement of expenses to which any person would be entitled by law in the absence of this Article 5, or shall be deemed exclusive of any other rights to which such person seeking indemnification or advancement of expenses may have or hereafter may be entitled under law, any provision of the Certificate of Incorporation or By-Laws, any agreement approved by the Board of Directors, or a resolution of shareholders or directors; and the adoption of any such resolution or entering into of any such agreement approved by the Board of Directors is hereby authorized.

ARTICLE III.

MISCELLANEOUS

Section 3.1 Dividends. Subject to limitations contained in New York Law and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

SECTION 3.2 Fiscal Year. The fiscal year of the Corporation shall be determined, from time to time, by the Board of Directors. Unless otherwise determined, it shall commence on January 1 and end on December 31 of each year.

SECTION 3.3 Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

SECTION 3.4 Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of shareholders of any corporation (except this Corporation) in which the Corporation may hold stock.

SECTION 3.5 Amendments. (a) These By-Laws may be altered, amended or repealed by shareholders at any annual meeting, or at any special meeting called for that purpose, by the vote of holders of record of a majority of the shares of the stock represented at such meeting entitled to vote thereon either in person or by proxy.

(b) These By-Laws may be altered, amended or repealed at any regular or special meeting of the Board of Directors by the vote of a majority of the entire Board of Directors. Any By-Laws made by the Board of Directors may be altered, amended or repealed by the shareholders at any annual meeting, or at any special meeting called for that purpose, by the vote of holders of record of a majority of the shares of the stock represented at such meeting entitled to vote thereon either in person or by proxy.

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CONSENT IN LIEU OF THE FIRST MEETING

OF THE

BOARD OF DIRECTORS

OF

MIZEY REALTY CO., INC.

WHEREAS, Mizey Realty Co., Inc. (the “Corporation”) was incorporated under the Business Corporation Law of the State of New York on January 8, 1999; and

WHEREAS, the sole Incorporator, Mary A. Roma, by resolutions adopted in lieu of an organizational meeting dated as of January 8, 1999, designated the undersigned as the directors of the Corporation; and

WHEREAS, the undersigned desire to adopt certain resolutions relative to the organization of the Corporation;

NOW, THEREFORE, the undersigned, being all of the members of the Board of Directors of the Corporation, pursuant to the provisions of Section 708 of the Business Corporation Law of the State of New York, and the By-Laws of the Corporation, hereby consent that the following resolutions be adopted without a meeting of the Board of Directors, upon the execution of this consent:

RESOLVED, that the following are elected officers of the Corporation to serve until the first annual meeting of the Board of Directors following the first annual meeting of shareholders and until their respective successors are duly elected and qualified or until their respective earlier resignation, removal or death:

Mark H. Johnston	President
Robert C. Fauser	Executive Vice President
William C. Beattie	Treasurer
Raymond P. Sipperley	Vice President and Secretary

and it is further

RESOLVED, that the action of the Incorporator in adopting the By-Laws of the Corporation be, and the same hereby is, ratified, approved and confirmed, and that the Board hereby confirms said By-Laws as and for the By-Laws of the Corporation; and it is further

RESOLVED, that the officers of the Corporation be, and they hereby are, authorized to pay all fees and expenses incident to and necessary for the organization of the Corporation; and it is further

RESOLVED, that the seal, an impression of which is directed to be made in the margin of this consent, be, and the same hereby is, adopted as the seal of the Corporation; and it is further

RESOLVED, that the President or Executive Vice President and the Secretary or Treasurer of the Corporation be, and such officers hereby are, authorized to issue certificates for shares of the Corporation’s Common Stock, par value $.01 per share (the “Common Stock”) in the form appended to this consent; and it is further

RESOLVED, that the officers of the Corporation be, and they hereby are, authorized to open one or more bank accounts on behalf of the Corporation with such bank or banks as may be determined by the President of the Corporation, and resolutions for that purpose on such printed forms of said banks as may be requested by said banks are adopted and shall be initialed by the Secretary and appended to this consent; and it is further

RESOLVED, that until otherwise ordered, each of said banks be, and it hereby is, authorized to make payment from the funds of the Corporation on deposit with it, upon and according to the checks of the Corporation, in the manner as set forth in said printed resolutions of said bank; and it is further

RESOLVED, that, in addition to the corporate officers listed above, Paul G. Whitby be, and hereby is, designated as an additional signatory to the Corporation’s bank accounts; and it is further

RESOLVED, that for the purpose of authorizing the Corporation to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Corporation to transact business, the proper officers of the Corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and, under the corporate seal, to make and file all necessary certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Corporation to transact business therein, and whenever it is expedient for the Corporation to cease from doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process, and to file such certificates, reports, revocation of appointment, or surrender of authority as may be necessary to terminate the authority of the Corporation to do business in any such state, territory, dependency or country; and it is further

RESOLVED, that the Corporation borrow such sums of money, from time to time, and at such times and under such terms and conditions as is deemed by the Board of Directors to be necessary and desirable or convenient and proper, in order to best facilitate the affairs and operations of the Corporation; and it is further

RESOLVED, that the offer as set forth in the proposal as appended to these resolutions, by Van Wagner Communications, LLC to purchase 200 shares of Common Stock of the Corporation, be, and the same hereby is, approved and accepted; and in the judgment of the Board of Directors, the consideration to be received by the Corporation is reasonably worth the amount of consideration demanded for the sale of the number of shares of stock of the Corporation set forth in said proposal, and it is in the best interest of the Corporation to accept said offers as set forth in said proposal; and it is further

RESOLVED, that in accordance with the terms of said proposals, the Corporation shall, upon receipt of the consideration as set forth therein, issue to said offeror the number of shares of fully paid, non-assessable stock of the Corporation as set forth in said proposal, and the officers of the Corporation are authorized and directed to execute and deliver certificates as are required to be issued and delivered in accordance with the foregoing; and it is further

RESOLVED, that the proper officers of the Corporation be, and they hereby are, ordered to allocate the amount that they deem appropriate to the capital account and the remainder to capital surplus account with respect to the original contribution to capital; and it is further

RESOLVED, that all of the acts taken and decisions made at the organization meeting be, and they hereby are, ratified.

Dated as of January 8, 1999.

/s/ Richard M. Schaps

Richard M. Schaps, Director

/s/ Mark H. Johnston

Mark H. Johnston, Director

FIRST AMENDMENT TO

BYLAWS

OF

MIZEY REALTY CO., INC.

THIS FIRST AMENDMENT TO THE BYLAWS OF MIZEY REALTY CO., INC. (this “Amendment”) is made and came into effect as of June 27, 2006,

WHEREAS, the Board of Directors desires to amend and modify the Bylaws (the “Bylaws”) as set forth in this Amendment.

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Bylaws.

2. Amendments to the Bylaws.

(a) the Bylaws are hereby amended to read as follows:

ARTICLE 5. INDEMNIFICATION

(1) Indemnification Generally. Subject to the limitations set forth in Section 4, the above named corporation shall indemnify and hold harmless any member of the Board of Directors, officer, employee or agent of the above named corporation (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the above named corporation, regardless of whether the Indemnitee continues to be a member of the Board of Directors, shareholder, officer, agent of the above named corporation, at the time any such liability or expense is paid or incurred.

(2) Expenses. Subject to the limitations set forth in Section 4, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Article 5 shall, from time to time, upon request by the Indemnitee be advanced by the above named corporation prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the above named corporation of an undertaking in form and substance reasonably satisfactory to the Board of Directors, by or on behalf of the Indemnitee to repay such amount, if it shall be determined in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Article 5.

(3) Additional Indemnification Rights. The indemnification provided by this Article 5 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as determined by the Board of Directors, other constituent documents or as a matter of law or equity or otherwise (provided, however, that to the extent permitted by law, Section 4 shall be deemed to be a restriction on the rights of Indemnitee to obtain indemnification and advancement of expenses in the circumstances specified herein), both as to an action in the Indemnitee’s capacity as an affiliate or a shareholder, a member of the Board of Directors, an officer of the above named corporation or of any affiliate, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

(4) Limitation on Indemnity and Expenses. Notwithstanding anything in this or elsewhere in the Bylaws to the contrary, the above named corporation may elect, with the consent of the Executive Manager and a majority of the other members of the Executive Management Committee of Van Wagner Twelve Holdings, LLC (other than any member of such committee whose indemnification or advancement of expenses is in question), not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Article 5 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the above named corporation or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such Indemnitee or any of his or her affiliates against the above named corporation or any of its direct or indirect subsidiaries or other affiliates, in each case without the prior written consent of the Board of Directors which may be withheld in his or her sole discretion, or (B) if the Board of Directors, with the consent of a majority of the other members of the Executive Management Committee of Van Wagner Twelve Holdings, LLC (other than any member of such committee whose indemnification or advancement of expenses is in question) has determined that such Person has breached his/her duty of loyalty to the above named corporation or any affiliate, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.

(5) Insurance. The above named corporation may purchase and maintain insurance, at its expense, to protect itself and any members of the Board of Directors, shareholders, officers, employees and agents (including the members of the Board of Directors, shareholders, officers, employees and agents of any the above named corporation’s, direct or indirect, subsidiaries) against any liability of any character asserted against or incurred by the above named corporation or any such members of the Board of Directors, shareholders, officers, employees and agents of the above named corporation or arising out of any such person’s relationship with the above named corporation, whether or not the corporation would have the power to indemnify such person against such liability under the Act or the provisions of this Article 5.

3. No Other Changes; Ratification. Except as expressly modified hereby, the terms, covenants and provisions of the Bylaws shall remain unmodified and in full force and effect and are hereby ratified and confirmed. All references in the Bylaws to “these Bylaws” shall hereafter be deemed to refer to the Bylaws as amended by this Amendment.

EX-3.21

Exhibit 3.21

ARTICLES OF ORGANIZATION

OF

Motion Pictures Promotions LLC

Under Section 203 of the Limited Liability Company Law

The Undersigned, desiring to form a Limited Liability Company under and pursuant to the laws of the State of New York, does hereby certify:

FIRST: The name of the Limited Liability Company is: Motion Pictures Promotions LLC (the “Company”).

SECOND: The office of the Company shall be in the County of New York within the State of New York.

THIRD: The Company shall not have a specific date of dissolution in addition to the events of dissolution set forth in Section 701 of the New York Limited Liability Company Law.

FOURTH: The Secretary of State of the State of New York is designated as the agent of the Company upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any such process served upon him is c/o Van Wagner Communications, 800 Third Avenue, 28^th Floor, New York, NY 10022, Attn: Steve Pretsfelder.

FIFTH: No member is to be liable in their capacity as member for all or specified debts, obligations or liabilities of the limited liability company as authorized pursuant to Section 609 of the Limited Liability Company Law (“LLC Law”).

1

SIXTH: The Company is to be managed by one of more managers. A manager of the Company need not be a member.

SEVENTH: The Company shall have the power to indemnify, to the fullest extent permitted by the LLC Law, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

IN WITNESS WHEREOF, the undersigned has hereunto executed these Articles of Organization for the Limited Liability Company on the 20^th day of May, 2011 and affirms that the statements herein are true under the penalties of perjury.

/s/ Anne Pitter

Anne Pitter, Organizer

2

ARTICLES OF ORGANIZATION

OF

Motion Pictures Promotions LLC

Under Section 203 of the Limited Liability Company Law

Filed By:

Hartman & Craven LLP

488 Madison Avenue

New York, New York 10022

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

Albany, NY 12231

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

                                 Motion Pictures Promotions LLC                                

(Insert name of Domestic Limited Liability Company)

Under Section 211 of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Motion Pictures Promotions LLC If the name of the limited liability company has been changed, the name under which it was organized is:                                 

SECOND: The date of filing of the articles of organization is: 5/23/2011

THIRD: (set forth each amendment in a separate paragraph providing the subject matter and full text of each amended provision) The amendment effected by this certificate of amendment is as follows:

Paragraph 1 of the Articles of Organization relating to Name of the company is hereby amended to read as follows:

First: The name of the limited liability company is: Motion Picture Promotions, LLC

X	Jeff Dudwoire
	(Signature)

Jeff Dudwoire

(Type or print name)

Authorized Person

(Title or capacity of signer)

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

                              Motion Pictures Promotions LLC                            

(Insert name of Domestic Limited Liability Company)

Under Section 211 of the Limited Liability Company Law

Filed by:	Hartman & Craven LLP
	(Name)
	488 Madison Avenue
	(Mailing address)
	New York, NY 10022
	(City, State and Zip code)

NOTE: This form was prepared by the New York State Department of State for filing a certificate of amendment of a domestic limited liability company. It does not contain all optional provisions under the law. You are not required to use this form. You may draft your own form or use forms available at legal supply stores. The Department of State recommends that legal documents be prepared under the guidance of an attorney. The certificate must be submitted with a $60 filing fee made payable to the Department of State.

(For office use only.)

EX-3.22

Exhibit 3.22

LIMITED LIABILITY COMPANY AGREEMENT

OF

MOTION PICTURE PROMOTIONS, LLC

(a New York Limited Liability Company)

Dated As of May 23, 2011

LIMITED LIABILITY COMPANY AGREEMENT

OF

MOTION PICTURE PROMOTIONS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of May 23, 2011 (the “Agreement”), made by Millennium Billboards, L.L.C., 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 as the sole member of Motion Picture Promotions, LLC (the “Company”), pursuant to the provisions of the New York Limited Liability Company Act (as amended from time to time, the “LLC Law”).

ARTICLE 1

THE COMPANY AND ITS BUSINESS

SECTION 1.1 Formation of Company. The Company was formed as a limited liability company pursuant to the provisions of the LLC Law on or about May 23, 2011. The rights and liabilities of the Member, the management of the affairs of the Company and the conduct of its business shall be as provided in the LLC Law, except as herein otherwise expressly provided.

SECTION 1.2 Name. The Company was formed under the name “Motion Pictures Promotions, LLC”, however the name was immediately changed to “Motion Picture Promotions, LLC”. The Member may change the Company’s name at anytime in its sole discretion.

SECTION 1.3 Purpose. The purposes of the Company shall be to perform and/or engage in any lawful business, purpose or activity permitted by the LLC Law and to enter into, make and perform all contacts, agreements and other undertakings and to do all other things necessary, suitable, desirable or proper for the accomplishments of, or in furtherance of, any of the purposes permitted by law and to do every other act or acts incidental to, or arising from, or connected with, any of such purposes.

SECTION 1.4 Filings. The Company’s officers from time to time shall execute, acknowledge, verify, file, record and publish all such applications, certificates and other documents, and do or cause to be done all such other acts, as the Manager (as defined in Section 3.1 below) may deem necessary or appropriate to comply with the requirements of law for the qualification and operation of the Company as a limited liability company in all jurisdictions in which the Company shall desire to conduct business.

SECTION 1.5 Principal Office. The principal office of the Company will be 800 Third Avenue, New York, New York 10022 or as otherwise determined by the Manager.

ARTICLE 2

CAPITALIZATION

SECTION 2.1 Capital Contributions. The Member may make such capital contributions, consisting of cash or real or personal property, to the Company as it deems appropriate from time to time.

SECTION 2.2 Liability of Member, Manager and Their Affiliates. Except as otherwise provided by applicable law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member, Manager nor any person affiliated with the Member or Manager nor any officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a Manager, an affiliate of the Member or of the Manager or an officer of the Company.

SECTION 2.3 Distributions. All distributions of cash, property, profits or otherwise and the timing thereof will be made in the discretion of the Manager.

ARTICLE 3

MANAGEMENT

SECTION 3.1 Management by the Manager.

3.1.1 The Manager shall manage the affairs of the Company.

3.1.2 The Manager shall be appointed by the Member, from time to time, and may be replaced or removed by the Member at its sole discretion. The initial Manager is Richard M. Schaps.

SECTION 3.2 Officers. The Manager shall have the right to delegate any portion of his duties as he may determine to officers or to other persons, provided, however, that no such delegation of authority shall relieve the Manager of his obligations hereunder. The Manager may, from time to time, designate or appoint one or more officers of the Company, including without limitation, a chairman of the board, president, senior managing director, chief executive officer, chief operating officer, managing director, one or more vice presidents, a secretary, an assistant secretary and/or a treasurer. Such officers may, but need not be, employees of the Company, the Member or an affiliate of the Company or of the Member. Each appointed officer shall hold office until (i) his/her successor is appointed by the Manager, (ii) such officer submits his/her resignation or (iii) such officer is removed, with or without cause, by the Manager. All officers shall have such authority and perform such duties as the Member has or may perform, subject to the terms and provisions of this Agreement and to the direction and authorization of the Manager. Each officer shall perform his/her duties as an officer in good faith and with such degree of care which an ordinarily prudent person in a like position would use under similar circumstances. As of the date hereof, the following persons are deemed to have been appointed by the Manager to the office(s) set forth opposite his/her name:

Name	Position
Richard M. Schaps	Chief Executive Officer
Mark H. Johnston	Senior Managing Director
John Massoni	President
Jordan B. Schaps	Executive Vice President
Steven S. Pretsfelder	Executive Vice President, General Counsel and Secretary
William Beattie	Treasurer
Bruno A. Walmsley	Chief Financial Officer

SECTION 3.3 Expenses. The Company shall pay all of its own operating, overhead and administrative expenses of every kind. The Manager and the officers shall be reimbursed for all costs and expenses they may have incurred or may hereafter incur on behalf of the Company.

SECTION 3.4 Liability of the Member, Manager and Officers; Indemnification.

3.4.1 Limited Liability of the Manager and Officers. The liability of the Manager and officers shall be eliminated and limited to the greater of (A) the maximum extent permitted by LLC Law, or (B) as set forth in Section 3.4 hereof. Without limiting the foregoing, and except as set forth in the immediately following sentence, no Manager or officer shall be liable to the Company or its Member for monetary damages for breach of fiduciary duty as a Manager or officer or otherwise liable, responsible or accountable to the Company or its Member for monetary damages or otherwise for any acts performed, or for any failure to act. Notwithstanding the foregoing, nothing in this Agreement shall eliminate or limit the liability of a Manager or officer for monetary damages (i) for any breach of the Manager’s or officer’s duty of loyalty to the Company or its Member, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law by the Manager or officer, or (iii) for any transaction from which the Manager or officer received any improper personal benefit.

3.4.2 Indemnification Generally. Subject to the limitations set forth in Section 3.4.5, the Company shall indemnify and hold harmless any Member, Manager, officer, employee or agent of the Company or any of the Company’s, direct or indirect, subsidiaries (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company and the Company’s, direct or indirect, subsidiaries, regardless of whether the Indemnitee continues to be a Member, Manager, officer, agent of the Company or subsidiary, at the time any such liability or expense is paid or incurred.

3.4.3 Expenses. Subject to the limitations set forth in Section 3.4.5, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 3.4 shall, from time to time, upon request by the Indemnitee be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of an undertaking in form and substance reasonably satisfactory to the Manager, by or on behalf of the Indemnitee to repay such amount, if it shall be determined in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 3.4.

3.4.4 Additional Indemnification Rights. The indemnification provided by this Section 3.4 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as determined by the Manager, other constituent documents or as a matter of law or equity or otherwise (provided, however, that to the extent permitted by law, Section 3.4.5 shall be deemed to be a restriction on the rights of Indemnitee to obtain indemnification and advancement of expenses in the circumstances specified herein), both as to an action in the Indemnitee’s capacity as an affiliate or a Member, Manager, an officer of the Company or of any affiliate, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

3.4.5 Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 or elsewhere in this Agreement to the contrary, the Company may elect, with the consent of the Manager, not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such Indemnitee or any of his or her affiliates against the Company or any of its direct or indirect subsidiaries or other affiliates, or (B) if the Manager has determined that such person has breached his/her duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.

3.4.6 Contractual Nature of Rights. The foregoing provisions of this Section 3.4 shall be deemed to be a contract between the Company and each Member, Manager, officer, employee or agent of the Company or of the Company’s, direct or indirect, subsidiaries, who serves in such capacity at any time while this Section 3.4 is in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The failure of the Company (including the Member, Manager or independent legal counsel) to make a determination concerning the permissibility of such indemnification or advancement of expenses under this Section 3.4 shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible.

3.4.7 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Member, the Manager, officers, employees and agents (including the Member, Manager, officers, employees and agents of any the Company’s, direct or indirect, subsidiaries) against any liability of any character asserted against or incurred by the Company or any such Member, Manager, officers, employees and agents of the Company or of the Company’s, direct or indirect, subsidiaries, or arising out of any such person’s relationship with the Company, whether or not the Company would have the power to indemnify such person against such liability under the Act or the provisions of this Section 3.4.

ARTICLE 4

BOOKS AND RECORDS

SECTION 4.1 Books of Account. Complete books of account shall be kept by the Manager at the principal office of the Company, or at such other office as the Manager may designate.

SECTION 4.2 Bank Accounts. The Manager may maintain one or more bank accounts for such funds of the Company as he shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Manager shall determine.

SECTION 4.3 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31.

SECTION 4.4 Tax election. The Manager shall have the authority to cause the Company to make any election required or permitted to be made for income tax purposes if the Manager determines, in his sole judgment, that such election is in the best interests of the Company. The Manager may cause the Company to make, in accordance with Section 754 of the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time (the “Code”), a timely election to adjust the basis of the Company property as described in Sections 734 and 743 of the Code in the sole discretion of the Manager.

SECTION 4.5 Title to Assets. Title to, and all right and interest in and to, the Company’s assets, shall be acquired in the name of and held by the Company, or if acquired in any other name, held for the benefit of the Company.

ARTICLE 5

DISSOLUTION AND TERMINATION

SECTION 5.1 Dissolution. The Company shall be dissolved and terminated upon the earlier to occur of (a) the entry of a decree of judicial dissolution of the Company, (b) when otherwise determined by the Member or (c) otherwise in accordance with the LLC Law.

ARTICLE 6

MISCELLANEOUS

SECTION 6.1 Severability. If any of the provisions of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions hereof which can be given effect without the invalid provision, and to this end the provisions of this Agreement are intended to be and shall be deemed severable.

SECTION 6.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to the conflicts of law rules of said state.

SECTION 6.3 No Third Party Beneficiaries. Except as set forth herein, none of the provisions of this Agreement shall be for the benefit of or enforceable by any of the creditors of the Company or any other person not a party to this Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement the day and year first above written.

MILLENNIUM BILLBOARDS, L.L.C.
By:	/s/ Richard M. Schaps
	Name:  Richard M. Schaps
	Title:    Chief Executive Officer

EX-3.23

Exhibit 3.23

CBS OUTDOOR AMERICAS INC.

ARTICLES OF AMENDMENT

CBS Outdoor Americas Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Article SECOND of the charter of the Corporation (the “Charter”) is hereby amended to change the name of the Corporation to:

Outdoor Inc.

SECOND: The foregoing amendment to the Charter was approved by the Board of Directors of the Corporation and was limited to a change expressly authorized by Section 2-605(a)(1) of the Maryland General Corporation Law without action by the stockholders.

THIRD: The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

-Signature Page Follows-

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested by its Secretary this 30^th day of December, 2013.

ATTEST:	CBS OUTDOOR AMERICAS INC.
/s/ Louis J. Briskman	By:	/s/ Joseph R. Fanniello	(SEAL)
Louis J. Briskman		Joseph R. Fanniello
Secretary		President

CSC - Baltimore Suite 1660 7 St. Paul Street Baltimore                         MD 21202 410-962-7371 410-962-7343

Re: OUTDOOR, INC.

To Whom it May Concern:

Please accept this letter as our intent to release the above corporate name.

The name was reserved by CORPORATION SERVICE COMPANY and we are hereby releasing the name to VENABLE LLP

Thank you for your acceptance of this letter.

Very truly yours,

/S/ ELINAM RENNER         

ELINAM RENNER

ASSISTANT VICE PRESIDENT

CBS OUTDOOR AMERICAS INC.

ARTICLES OF INCORPORATION

THIS IS TO CERTIFY THAT:

FIRST: The undersigned, Patricia McGowan, whose address is c/o Venable LLP, 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, being at least 18 years of age, does hereby form a corporation under the general laws of the State of Maryland.

SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is:

CBS Outdoor Americas Inc.

THIRD: The Corporation is formed for the purpose of carrying on any lawful business (including, without limitation or obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor statute) for which corporations may be organized under the general laws of the State of Maryland as of now or hereafter in force.

FOURTH: The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.

FIFTH: The name and address of the resident agent of the Corporation in the State of Maryland are CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202. The resident agent is a Maryland corporation.

SIXTH: (a) The total number of shares of stock of all classes which the Corporation has authority to issue is 200, consisting of 200 shares of common stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $2.00. The Board of Directors, with the approval of a majority of the entire Board of Directors and without any action by the stockholders of the Corporation, may amend the charter of the Corporation (the “Charter”) from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

(b) The Board of Directors, without any action by the stockholders of the Corporation, may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration, including, without limitation, in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws of the Corporation (the “Bylaws”).

(c) The Board of Directors may, by articles supplementary, classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock.

SEVENTH: The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation shall initially be three (3), which number may be increased or decreased pursuant to the Bylaws. However, the number of directors shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”). The names of the directors who shall serve until the first annual meeting of stockholders and until their successors are duly elected and qualify are:

Louis J. Briskman

Joseph R. Ianniello

Leslie Moonves

The Board of Directors may increase or decrease the number of directors and may fill any vacancy, whether resulting from an increase in the number of directors or otherwise, on the Board of Directors in the manner provided in the Bylaws.

EIGHTH: (a) Subject to Article NINTH(f), the Corporation reserves the right from time to time to make any amendment to its Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation.

(b) The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws. The Board of Directors of the Corporation shall have the exclusive power to make, alter, amend or repeal the Bylaws.

NINTH: (a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or any foreign or domestic predecessor of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, trustee, member, manager, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, limited liability company or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the maximum extent authorized by the MGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all

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liability, loss and reasonable expense (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as amended) actually incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in this Article NINTH(a) with respect to the advancement of expenses and except as provided in Article NlNTH(b) with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article NINTH(a) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, without requiring a preliminary determination of the matter; provided, however, that, if the MGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of (i) a written undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article NINTH(a) or otherwise and (ii) a written affirmation of the director or officer’s good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. The rights to indemnification and advance of expenses provided by the Charter shall vest immediately upon election of a director or officer. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under Article NINTH is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the MGCL, nor the fact of an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Non-Exclusivity of Rights. The indemnification and payment or reimbursement of expenses provided in this Article NINTH shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

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(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, limited liability company or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the MGCL.

(e) Exculpation. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.

(f) Amendment. Neither the amendment nor repeal of this Article NINTH, nor the adoption or amendment of any other provision of the Charter or the Bylaws inconsistent with this Article NINTH, shall apply to or affect in any respect the applicability of this Article NINTH with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

TENTH: (a) Except as otherwise agreed in writing by the Corporation and CBS, CBS shall have the right to, and shall have no duty to refrain from: (i) engaging in the same or similar business activities or lines of business as the Corporation; (ii) doing business with any client or customer of the Corporation; and (iii) employing or otherwise engaging any director, officer or employee of the Corporation, and neither CBS nor any director or officer thereof, or any director or officer of the Corporation who is also a director or officer of CBS, shall be liable to the Corporation or its stockholders for breach of any duty by reason of any such activities of CBS or of such person’s participation therein.

(b) The Corporation renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both CBS and the Corporation.

(c) For purposes of this Article TENTH:

(i) “CBS” means CBS Corporation and all corporations, partnerships, joint ventures, limited liability companies, trusts, associations and other entities in which CBS Corporation owns (directly or indirectly) fifty percent (50%) or more of the outstanding voting stock, voting power, partnership interests or similar ownership interests or which CBS Corporation otherwise controls, but shall not include the Corporation.

(ii) the “Corporation” means the Corporation and all corporations, partnerships, joint ventures, limited liability companies, trusts, associations and other entities in which the Corporation owns (directly or indirectly) fifty percent (50%) or more of the outstanding voting stock, voting power, partnership interests or similar ownership interests or which the Corporation otherwise controls.

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(d) Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TENTH.

- Signature Page Follows -

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IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act on this 20th day of June, 2013.

/s/ Patricia McGowan

Patricia McGowan

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I hereby consent to my designation in this document as resident agent for this entity.

CSC-Lawyers Incorporating Service Company
SIGNED:
	Resident Agent

CSC - Baltimore Suite 1660 7 St. Paul Street Baltimore                         MD 21202 410-962-7371 410-962-7343

Re: CBS OUTDOOR AMERICAS INC

To Whom it May Concern:

Please accept this letter as our intent to release the above corporate name.

The name was reserved by CORPORATION SERVICE COMPANY and we are hereby releasing the name to VENABLE LLP

Thank you for your acceptance of this letter.

Very truly yours,

/S/ ELINAM RENNER         

ELINAM RENNER

ASSISTANT VICE PRESIDENT

EX-3.24

Exhibit 3.24

OUTDOOR INC.

N/C 12/30/2013

CBS OUTDOOR AMERICAS INC.

BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of CBS Outdoor Americas Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, either within or without the State of Maryland, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at such place, either within or without the State of Maryland, as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3. SPECIAL MEETINGS. The chairman, president, chief executive officer or Board of Directors may call special meetings of the stockholders. Special meetings of stockholders shall also be called by the secretary of the Corporation upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting. Such request shall state the purpose of such meeting and the matters proposed to be acted on at such meeting. The secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting and, upon payment to the Corporation by such stockholders of such costs, the secretary shall give notice to each stockholder entitled to notice of the meeting.

Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed

to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions.

Any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

Section 5. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 6. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

Section 7. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 8. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing

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member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock.

Section 9. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. NUMBER, TENURE AND RESIGNATIONS. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the Maryland General Corporation Law (or any successor statute) (the “MGCL”), nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given or waived as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

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Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answerback indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairman or, in the absence of the chairman, the vice chairman, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting.

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Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 11. VACANCIES. If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum. Any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors. Any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies.

Section 12. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they perform or engage in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14. RATIFICATION. The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter.

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Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors.

Section 2. POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

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ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman, a vice chairman, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided or as otherwise provided by the Board of Directors. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHAIRMAN. The Board of Directors may designate from among its members a chairman, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairman as an executive or non-executive chairman. The chairman shall preside over the meetings of the Board of Directors. The chairman shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 5. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. If designated, the chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall

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be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall perform the duties of the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 7. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 8. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 10. TREASURER. The treasurer (or his or her designee) shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

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Section 11. SECRETARY. The secretary (or his or her designee) shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board of Directors.

ARTICLE VI

CHECKS AND DEPOSITS

Section 1. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 2. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the president, the chief financial officer, or any other officer designated by the Board of Directors may determine.

ARTICLE VII

STOCK

Section 1. CERTIFICATES. Except as may be otherwise provided by the Board of Directors, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information

required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

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Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

Section 4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

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Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of applicable law and the Charter. Dividends and other distributions may be paid in cash, indebtedness, property or stock of the Corporation, subject to the provisions of law and the Charter.

ARTICLE X

SEAL

Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein,

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shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XII

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

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EX-3.25

Exhibit 3.25

RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER BOSTON, LLC

Under Section 214 of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner Boston, LLC

SECOND: The date of filing of the articles of organization is July 17, 2009.

THIRD: The articles of organization are hereby restated with amendment to effect one or more of the amendments authorized by this chapter.

(A) Paragraph FIRST of the Articles of Organization dealing the name of the Company.

(B) Paragraph FIFTH of the Articles of Organization dealing with the management of the Company.

(C) Paragraph SIXTH of the Articles of Organization dealing with limitations on managers’ or members’ authority to bind the Company.

(D) To add Paragraph EIGHTH to designate its Registered Agent

The text of the articles of organization is hereby restated as amended to read as follows:

FIRST: The name of the limited liability company is: OUTFRONT MEDIA BOSTON LLC

SECOND: The county within this state in which the office of the limited liability company is to be located is the County of New York.

THIRD: The Company is not to have a specific date of dissolution.

FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is: Corporation Service Company, 80 State Street, Albany, NY 12207

FIFTH: The Company is to be managed by its sole member.

SIXTH: There are no limitations on the authority of the sole member of the Company to bind the Company.

SEVENTH: The Company shall have the power to indemnify, to the fullest extent permitted by the LLC Law, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

EIGHTH: The limited Liability Company hereby designates Corporation Service Company as its registered agent upon whom process against the limited liability company may be served. The street address of the registered agent is 80 State Street, Albany, NY 12207

IN WITNESS WHEREOF, this certificate has been subscribed this 17TH day of November, 2014, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

/s/ Lisa M. Tanzi

(signature)

Lisa M. Tanzi, Authorized Person

(name and capacity of signer)

CERTIFICATE OF RESTATED ARTICLES OF ORGANIZATlON

OF

VAN WAGNER BOSTON, LLC

Under Section 214 of the Limited Liability Company Law

Filed by:

Lisa M. Tanzi

405 Lexington Avenue

New York, NY 10174

EX-3.26

Exhibit 3.26

AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA BOSTON LLC

This Amended and Restated Operating Agreement of Outfront Media Boston 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on July 17, 2009, in accordance with the provisions of the New York Code.

B. The Company entered into its operating agreement on July 17, 2009 (“Operating Agreement”).

C. The Company made a first amendment to the Operating Agreement on July 29, 2011.

D. The Member desires to amend and restate as set forth herein the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Boston LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially

all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Boston, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member, or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and

references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.27

Exhibit 3.27

RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER BUS ADVERTISING, LLC

Under Section 214 of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner Bus Advertising, LLC. The name the Company was originally organized under was Van Wagner Manufacturing, LLC.

SECOND: The date of filing of the articles of organization is June 24, 2005.

THIRD: The articles of organization are hereby restated with amendment to effect one or more of the amendments authorized by this chapter.

(A) Paragraph FIRST of the Articles of Organization dealing with the name of the Company.

(B) Paragraph SECOND of the Articles of Organization dealing with the county in which the office of the limited company is to be located.

(C) Paragraph FIFTH of the Articles of Organization dealing with the management of the Company.

(D) Paragraph SIXTH of the Articles of Organization dealing with limitations on managers’ or members’ authority to bind the Company.

(E) To add Paragraph EIGHTH to designate its Registered Agent

The text of the articles of organization is hereby restated as amended to read as follows:

FIRST: The name of the limited liability company is Outfront Media Bus Advertising LLC

SECOND: The county within this state in which the office of the limited liability company is to be located is the County of New York.

THIRD: The Company is not to have a specific date of dissolution.

FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is: Corporation Service Company, 80 State Street, Albany, NY 12207.

FIFTH: The Company is to be managed by its sole member.

SIXTH: There are no limitations on the authority of the sole member of the Company to bind the Company.

SEVENTH: The Company shall have the power to indemnify, to the fullest extent permitted by the LLC Law, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

EIGHTH: The limited Liability Company hereby designates Corporation Service Company as its registered agent upon whom process against the limited liability company may be served. The street address of the registered agent is 80 State Street, Albany, NY 12207

IN WITNESS WHEREOF, this certificate has been subscribed this 17TH day of November, 2014, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

/s/ Lisa M. Tanzi

(signature)

Lisa M. Tanzi, Authorized Person

(name and capacity of signer)

CERTIFICATE OF RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER BUS ADVERTISING, LLC

Under Section 214 of the Limited Liability Company Law

Filed by:

Lisa M. Tanzi

405 Lexington Avenue

New York, NY 10174

EX-3.28

Exhibit 3.28

AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA BUS ADVERTISING LLC

This Amended and Restated Operating Agreement of Outfront Media Bus Advertising 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on June 24, 2005, in accordance with the provisions of the New York Code, and subsequently amended on February 22, 2010 and November 20, 2014.

B. The Company entered into its operating agreement on December 21, 2007 (“Operating Agreement”).

C. The Company made amendments to the Operating Agreement on February 22, 2010 and July 29, 2011.

D. The Member desires to amend and restate, as set forth herein, the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Bus Advertising LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Bus Advertising, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member,

or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.29

Exhibit 3.29

RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER CHICAGO, LLC

Under Section 214 of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner CHICAGO, LLC.

SECOND: The date of filing of the articles of organization is JULY 17, 2009.

THIRD: The articles of organization are hereby restated with amendment to effect one or more of the amendments authorized by this chapter.

(A) Paragraph FIRST of the Articles of Organization dealing the name of the Company.

(B) Paragraph FIFTH of the Articles of Organization dealing with the management of the Company.

(C) Paragraph SIXTH of the Articles of Organization dealing with limitations on managers’ or members’ authority to bind the Company.

(D) To add a Paragraph EIGHTH to designate its Registered Agent.

The text of the articles of organization is hereby restated as amended to read as follows:

FIRST: The name of the limited liability company is: OUTFRONT MEDIA CHICAGO LLC

SECOND: The county within this state in which the office of the limited liability company is to be located is the County of New York.

THIRD: The Company is not to have a specific date of dissolution.

FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is: Corporation Service Company, 80 State Street, Albany, NY 12207.

FIFTH: The Company is to be managed by its sole member.

SIXTH: There are no limitations on the authority of the sole member of the Company to bind the Company.

SEVENTH: The Company shall have the power to indemnify, to the fullest extent permitted by the LLC Law, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

EIGHTH: The limited Liability Company hereby designates Corporation Service Company as its registered agent upon whom process against the limited liability company may be served. The street address of the registered agent is 80 State Street, Albany, NY 12207

IN WITNESS WHEREOF, this certificate has been subscribed this 17TH day of November, 2014, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

/s/ Lisa M. Tanzi

(signature)

Lisa M. Tanzi, Authorized Person

(name and capacity of signer)

CERTIFICATE OF RESTATED ARTICLES OF ORGANIZATION   OF   VAN WAGNER CHICAGO, LLC

Under Section 214 of the Limited Liability Company Law

Filed by:

Lisa M. Tanzi

405 Lexington Avenue

New York, NY 10174

EX-3.30

Exhibit 3.30

AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA CHICAGO LLC

This Amended and Restated Operating Agreement of Outfront Media Chicago 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on July 17, 2009, in accordance with the provisions of the New York Code and subsequently amended on November 20, 2014.

B. The Company entered into its operating agreement on July 17, 2009 (“Operating Agreement”).

C. The Company made a first amendment to the Operating Agreement on April 5, 2004.

D. The Member desires to amend and restate, as set forth herein, the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Chicago LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Chicago LLC, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW	405 Lexington Avenue, New York, NY 10174
COMMUNICATIONS LLC

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member,

or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.31

Exhibit 3.31

RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER CITYLITES, LLC

Under Section 214 of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner Citylites, LLC. The name under which it was organized is VWCL, LLC.

SECOND: The date of filing of the articles of organization is June 1, 2011.

THIRD: The articles of organization are hereby restated with amendment to effect one or more of the amendments authorized by this chapter.

(A) Paragraph FIRST of the Articles of Organization dealing the name of the Company.

(B) Paragraph FIFTH of the Articles of Organization dealing with the management of the Company.

(C) Paragraph SIXTH of the Articles of Organization dealing with limitations on managers’ or members’ authority to bind the Company

(D) To add paragraph EIGHTH to designate its Registered Agent

The text of the articles of organization is hereby restated as amended to read as follows:

FIRST: The name of the limited liability company is: Outfront Media Citylites LLC

SECOND: The county within this state in which the office of the limited liability company is to be located is the County Of New York.

THIRD: The Company is not to have a specific date of dissolution.

FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is: Corporation Service Company, 80 State Street, Albany, NY 12207

FIFTH: The Company is to be managed by its sole member.

SIXTH: There are no limitations on the authority of the sole member of the Company to bind the Company.

SEVENTH: The Company shall have the power to indemnify, to the fullest extent permitted by the LLC Law, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

EIGHTH: The limited Liability Company hereby designates Corporation Service Company as its registered agent upon whom process against the limited liability Company. may be served. The street address of the registered agent is 80 State Street, Albany, NY 12207

IN WITNESS WHEREOF, this certificate has been subscribed this 17TH day of November, 2014, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

(signature)

Lisa M. Tanzi, Authorized Person

(name and capacity of signer)

CERTIFICATE OF RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER CITYLITES, LLC

Under Section 214 of the Limited Liability Company Law
Filed by:
Lisa M. Tanzi
405 Lexington Avenue
New York, NY10174

EX-3.32

Exhibit 3.32

AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA CITYLITES LLC

This Amended and Restated Operating Agreement of Outfront Media Citylites 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on June 1, 2011, in accordance with the provisions of the New York Code and subsequently amended on November 14, 2013 and November 20, 2014.

B. The Company entered into its operating agreement on November 29, 1999 (“Operating Agreement”).

C. The Company made a first amendment to the Operating Agreement on April 5, 2004.

D. The Member desires to amend and restate, as set forth herein, the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Citylites LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Citylites, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA MINNESOTA LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member,

or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA MINNESOTA LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.33

Exhibit 3.33

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

One Commerce Plaza, 99 Washington Avenue

Albany, NY 12231

www.dos.ny.gov

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

Van Wagner Electrical & Maintenance, LLC

(Insert Name of Domestic Limited Liability Company)

Under Section 211 of the Limited Liability Company Law

FIRST: The name of the limited liability company is:

Van Wagner Electrical & Maintenance, LLC

If the name of the limited liability company has been changed, the name under which it was organized is: Suzico, LLC

SECOND: The date of filing of the articles of organization is: August 6, 1999

THIRD: The amendment effected by this certificate of amendment is as follows: (Set forth each amendment in a separate paragraph providing the subject matter and full text of each amended paragraph. For example, an amendment changing the name of the limited liability company would read as follows: Paragraph First of the Articles of Organization relating to the limited liability company name is hereby amended to read as follows: First; The name of the limited liability company is … (new name) … )

Paragraph First of the Articles of Organization relating to

to the limited liability company name

is hereby amended to read as follows:

First The name of the limited liability company is Outfront Media Electrical & Maintenance LLC

Page 1 of 2

X		Capacity of signer (Check appropriate box):
(Signature)		¨ Member ¨ Manager x Authorized Person
Lisa Tanzi
(Type or print name)

	CERTIFICATE OF AMENDMENT OF ARTICLES OF ORGANIZATION OF
	Van Wagner Electrical & Maintenance, LLC
	(Insert Name of Domestic Limited Liability Company)
	Under Section 211 of the Limited Liability Company Law

Filed by:	Lisa Tanzi
	(Name)
	405 Lexington Avenue
	(Mailing address)
	NY NY 10174
	(City, State and Zip code)

NOTE: This form was prepared by the New York State Department of State for filing a certificate of amendment of a domestic limited liability company. It does not contain all optional provisions under the law. You are not required to use this form. You may draft your own form or use forms available at legal supply stores. The Department of State recommends that legal documents be prepared under the guidance of an attorney. The certificate must be submitted with a $60 filing fee made payable to the Department of State.

(For office use only.)

Page 2 of 2

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF ORGANIZATION

OF

VAN WAGNER ELECTRICAL & MAINTENANCE, LLC

Under Section 211 of the Limited Liability Company Law

FIRST: The name of the limited liability company is Van Wagner Electrical & Maintenance, LLC.

SECOND: The date of filing of the Articles of Organization is August 6, 1999 under the name Suzico, LLC

THIRD: The Articles of Organization are hereby amended by adding the following after Paragraph Fifth:

SIXTH: The purpose for which the limited liability company is formed is to do electrical work, bid on electrical contracts and perform such other functions as may be ancillary to an electrical contracting business as well as engage in any lawful act or activity of which a Limited Liability Company may be organized.

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by me and are true and correct.

Executed this 10^th day of February, 2003.

/s/ Cheryl Gardner
Name:	Cheryl Gardner
Title:	Authorized Person

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF ORGANIZATION

OF

VAN WAGNER ELECTRICAL & MAINTENANCE, LLC

UNDER SECTION 211 OF THE LIMITED LIABILITY COMPANY LAW

FILED BY:

Brown Raysman Millstein Felder & Steiner, LLP

900 Third Avenue

New York, NY 10022

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF ORGANIZATION

OF

VAN WAGNER ELECTRICAL & MAINTENANCE, LLC

Under Section 211 of the Limited Liability Company Law

FIRST: The name of the limited liability company is Van Wagner Electrical and Maintenance, LLC. The Company was formed as Suzico, LLC and its name was changed to Van Wagner Electrical & Maintenance, LLC by the filing of a Certificate of Amendment of the Articles of Organization, filed on December 5, 2002.

SECOND: The date of filing of the initial Articles of Organization is August 6, 1999.

THIRD: The Articles of Organization are hereby amended by adding the following after Paragraph Fourth:

Fifth: The management of the Company shall be vested in a Manager, who shall be appointed by the member or members pursuant to the terms of the Company’s Operating Agreement.

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by me and are true and correct.

Executed this 23rd day of December, 2002.

/s/ Cheryl Gardner
Name:	Cheryl Gardner
Title:	Authorized Person

	CERTIFICATE OF AMENDMENT
	OF THE
	ARTICLES OF ORGANIZATION
	OF
VAN WAGNER ELECTRICAL & MAINTENANCE, LLC
UNDER SECTION 211 OF THE LIMITED LIABILITY COMPANY LAW
	FILED BY:
Brown Raysman Millstein Felder & Steiner, LLP
	900 Third Avenue New York, NY 10022

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF ORGANIZATION

OF

SUZICO, LLC

Under Section 211 of the Limited Liability Company Law

FIRST: The name of the limited liability company is Suzico, LLC.

SECOND: The date of filing of the Articles of Organization is August 6, 1999.

THIRD: The amendment effected by this certificate of amendment is as follows:

Paragraph One of the Articles of Organization relating to its name is hereby amended to read as follows: Van Wagner Electrical & Maintenance, LLC.

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by me and are true and correct.

Executed this 4th day of December, 2002.

/s/ Cheryl Gardner
Name:	Cheryl Gardner
Title:	Authorized Person

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF ORGANIZATION

OF

SUZICO, LLC

	UNDER SECTION 211 OF THE LIMITED LIABILITY COMPANY LAW
	FILED BY:
	Brown Raysman Millstein Felder & Steiner, LLP 900 Third Avenue New York, NY 10022

AUG. 6. 1999    11:51AM        BAER MARKS UPHAM LLP 212 7025941                                         NO. 973        P.2/3

ARTICLES OF ORGANIZATION

OF

SUZICO, LLC

Under Section Two Hundred Three of the Limited Liability Company Law

The undersigned person, acting as an organizer of the limited liability company hereinafter named, sets forth the following statements.

FIRST: The name of the limited liability company (the “Company”) is Suzico, LLC.

SECOND: The county within the State of New York in which the office of the Company is to be located is the County of New York.

THIRD: The Company is not to have a specific date of dissolution in addition to the events of dissolution set forth in Section 701 of the New York Limited Liability Company Law.

FOURTH: The Secretary of State of the State of New York is designated as agent of the Company upon whom process against it may be served. The post office address within or without the State of New York to which the Secretary of State of the State of New York shall mail a copy of any process against the Company served upon him is c/o Suzico, LLC, 800 Third Avenue, 28^th Floor, New York, New York 10022, Attention: Mr. Paul Whitby.

Signed on August 5, 1999.

/S/ Rosette Tyler

Rosette Tyler, Organizer

AUG. 6. 1999    11:51AM        BAER MARKS UPHAM LLP 212 7025941                                         NO. 973        P.3/3

ARTICLES OF ORGANIZATION

OF

SUZICO, LLC

Under Section Two Hundred Three of the Limited Liability Company Law

Filed by

Baer Marks & Upham LLP

805 Third Avenue

New York, New York 10022

STATE OF NEW YORK

County of New York,

	Cynthia Byrd, being duly sworn, says that she is the PRINCIPAL CLERK of the Publisher of the NEW YORK LAW JOURNAL, a Daily Newspaper; that the Advertisement hereto annexed has been published in the said NEW YORK LAW JOURNAL in each week for 6 successive weeks, commencing on the 1st day of September, 1999.
	TO WIT: SEPTEMBER 1, 8, 15, 22, 29, 1999 OCTOBER 6, 1999
	SWORN TO BEFORE ME, this 6th day.         }
	of October, 1999.

Christine A. Allen

Notary Public, State of New York

NO. 01AL5072870

Qualified in Nassau County

Commission Expires Feb. 10, 2001

AFFIDAVIT OF PUBLICATION

OF

SUZICO, LLC

Under Section 206 of the Limited Liability Company Law

Filed By:	BAER MARKS & UPHAM LLP
	805 THIRD AVENUE
	19TH FLOOR
	NEW YORK, NY 10022
Cust. Ref. #333378CST
DRAWDOWN

	THE JEWISH WEEK 1501 BROADWAY New York, N.Y. 10036
	212-921-7822
	STATE OF NEW YORK
	COUNTY OF NEW YORK, CITY OF NEW YORK
	BOROUGH OF MANHATTAN
	, of the Borough of Manhattan, in the City of New York being duly sworn that She is the Principal Clerk of THE JEWISH WEEK AND THE AMERICAN EXAMINER, INC. a newspaper printed in the Borough of Manhattan, aforesaid and the Notice of which the annexed is a true copy, has been published in said newspaper once each week for SIX weeks 6 successively, commencing on the 3rd day of Sept, 1999 and the following days, to wit: 9/3, 10.17.24 10/1, 8

Principal Clerk

Sworn and signed before me this 15 day of October, 1999

                    

AFFIDAVIT OF PUBLICATION

OF

SUZICO, LLC

Under Section 206 of the Limited Liability Company Law

Filed By:	BAER MARKS & UPHAM LLP
	805 THIRD AVENUE
	19TH FLOOR
	NEW YORK, NY 10022
Cust. Ref.	#333378CST
DRAWDOWN

                

EX-3.34

Exhibit 3.34

THIRD AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA ELECTRICAL & MAINTENANCE LLC

This Third Amended and Restated Operating Agreement of Outfront Media Electrical & Maintenance 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on August 6, 1999, in accordance with the provisions of the New York Code, and subsequently amended on November 20, 2014.

B. The Company amended and restated its operating agreement on June 27, 2006 (“Second Amended and Restated Operating Agreement”).

C. The Company made a first amendment to the Second Amended and Restated Operating Agreement on July 29, 2011.

D. The Member desires to amend and restate, as set forth herein, the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Third Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Third Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Electrical & Maintenance LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially

all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Electrical & Maintenance LLC, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs,

executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member, or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such

waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.35

Exhibit 3.35

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:48 AM 11/20/2014

FILED 08:00 AM 11/20/2014

SRV 141434227 - 0681120 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.	Name of Limited Liability Company:	CBS Outdoor Group LLC
2.	The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is Outfront Media Group LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14^th day of November, A.D. 2014.

By:
	Authorized Person(s)
Name:	Lisa Tanzi
	Print or Type

CERTIFICATE OF FORMATION

OF

CBS OUTDOOR GROUP LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is: CBS OUTDOOR GROUP LLC

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18- 104 of the Delaware Limited Liability Company Act are: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

THIRD: The effective time of the Certificate shall be December 23, 2013 at 10:30 am ET.

Executed on the 23^rd day of December, 2013.

Raymond Nowak

EX-3.36

Exhibit 3.36

FIRST AMENDMENT TO THE

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

CBS OUTDOOR GROUP LLC

This First Amendment (this “Amendment”) to the Amended and Restated Operating Agreement of CBS Outdoor LLC (the “Company”) dated as of July 16, 2014 (“Agreement”) is entered into by the Sole Member, CBS Outdoor LLC, effective as of November 20, 2014.

1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

2. Article I, Definitions, the term company shall be amended and restated as: “Company” shall mean Outfront Media Group LLC, a Delaware limited liability company.

3. Article II, Section 1 is amended in its entirety and replaced as follows:

“1. Name. The name of the Company is Outfront Media Group LLC, a Delaware limited liability company.”

4. Except as otherwise provided herein, the Agreement shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement effective as of the date first written above.

CBS OUTDOOR LLC, as Sole Member
By:	/s/ Richard H. Sauer
Name:	Richard H. Sauer
Title:	Executive Vice President, General Counsel & Secretary

AMENDED AND RESTATED OPERATING AGREEMENT

OF

CBS OUTDOOR GROUP LLC

This Operating Agreement of CBS Outdoor Group LLC (the “Company”), a Delaware limited liability company, is made and entered into as of July 16, 2014 by CBS Outdoor LLC (the “Member”), a Delaware limited liability company, in accordance with the terms of this Agreement and the Delaware Act (as hereinafter defined).

WITNESSETH:

WHEREAS, the Certificate of Formation of the Company was filed with the Secretary of State of Delaware on December 23, 2013 at 10:30am E.T., in accordance with the provisions of the Delaware Act;

WHEREAS, CBS Radio Media Corporation transferred its interest in the Company to CBS Outdoor Americas Inc. on January 15, 2014 at 5:00pm E.T.;

WHEREAS, CBS Outdoor Americas Inc. transferred its interest in the Company to Outdoor Inc. on July 16, 2014 at 11:57 p.m. E.T.;

WHEREAS, Outdoor Inc. transferred its interest in the Company to CBS Outdoor Americas Capital LLC on July 16, 2014 at 11:58 p.m. E.T.; and

WHEREAS, CBS Outdoor Americas Capital LLC transferred its interest in the Company to CBS Outdoor LLC on July 16, 2014 at 11:59 p.m. E.T. (the “Transfer”); and

WHEREAS, in connection with the Transfer, the Member desires to set forth herein the manner in which such limited liability company shall be governed and operated.

NOW, THEREFORE, the Member, intending to be legally bound hereby, adopts this Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

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“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean CBS Outdoor Group LLC, a Delaware limited liability company.

“Delaware Act” shall mean the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101, et. seq., as same may be amended from time to time.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is CBS Outdoor Group LLC, a Delaware limited liability company.

2. Business or Mailing Address of the Company. The business or mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

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3. Registered Office and Registered Agent. The Company’s initial registered agent within the State of Delaware is Corporation Service Company and the registered office of the Company within the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Delaware Act and the applicable rules promulgated thereunder.

4. Term. The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue until terminated in accordance with the provisions of this Agreement or the Delaware Act.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
CBS OUTDOOR LLC	405 Lexington Avenue, New York, New York 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans

11

to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the Delaware Act.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

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2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the Delaware Act.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a Delaware corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a., 4.b. and 4.c. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. Me or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse,

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sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

14

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, Employees and Other Agents. The Company shall, to the fullest extent permitted by the Company’s publicly-traded direct or indirect parent, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a member, officer, employee or agent of the Company, or is or was serving at the request of the Company as a stockholder, director, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by law, relating to liability for wrongful distributions.

15

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member or the dissolution or bankruptcy of the Member.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the Delaware Act. Upon dissolution, the Member shall file a statement of commencement of winding up pursuant to the Delaware Act and publish the notice permitted by the Delaware Act.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Certificate of Termination. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a Certificate of Cancellation shall be executed and filed with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Delaware Act.

16

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of Delaware Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and arc in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

17

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

	CBS OUTDOOR LLC
By:
	Name:	Raymond Nowak
	Title:	Executive Vice President, Chief Administrative Officer and U.S. Chief Financial Officer

18

EX-3.37

Exhibit 3.37

New York State Department of State Division of Corporations, State Records and Uniform Commercial Code One Commerce Plaza, 99 Washington Avenue Albany, NY 12231 www.dos.ny.gov  

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

Van Wagner Kiosk Advertising, LLC

(Insert Name of Domestic Limited Liability Company)

Under Section 211 of the Limited Liability Company Law

FIRST: The name of the limited liability company is:

Van Wagner Kiosk Advertising, LLC

If the name of the limited liability company has been changed, the name under which it was organized is:

SECOND: The date of filing of the articles of organization is: April 9, 1999

THIRD: The amendment effected by this certificate of amendment is as follows: (Set forth each amendment in a separate paragraph providing the subject matter and full text of each amended paragraph. For example, an amendment changing the name of the limited liability company would read as follows: Paragraph First of the Articles of Organization relating to the limited liability company name is hereby amended to read as follows: First: The name of the limited liability company is … (new name) … )

Paragraph First of the Articles of Organization relating to

to the limited liability company name

is hereby amended to read as follows:

First The name of the limited liability company is Outfront Media Kiosk Advertising LLC

Page 1 of 2

        

X		Capacity of signer (Check appropriate box):
(Signature)		¨ Member ¨ Manager x Authorized Person
Lisa Tanzi
(Type or print name)

	CERTIFICATE OF AMENDMENT
	OF
	ARTICLES OF ORGANIZATION
	OF
	Van Wagner Kiosk Advertising, LLC
	(Insert Name of Domestic Limited Liability Company)
	Under Section 211 of the Limited Liability Company Law

Filed by:	Lisa Tanzi
	(Name)
	405 Lexington Avenue
	(Mailing address)
	NY NY 10174
	(City, State and Zip code)

NOTE: This form was prepared by the New York State Department of State for filing a certificate of amendment of a domestic limited liability company. It does not contain all optional provisions under the law. You are not required to use this form. You may draft your own form or use forms available at legal supply stores. The Department of State recommends that legal documents be prepared under the guidance of an attorney. The certificate must be submitted with a $60 filing fee made payable to the Department of State.

(For office use only.)

Page 2 of 2

APR-09 99 08:04        FROM: ACCESS INFORMATION        1-800-388-1599            TO: 4741418            PAGE: 03/05

ARTICLES OF ORGANIZATION

OF

VAN WAGNER KIOSK ADVERTISING, LLC

(Under Section 203 Of The Limited Liability Company Law)

The undersigned person, acting as an organizer of the limited liability company hereunder named, sets forth the following statements.

FIRST: The name of the limited liability company (the “Company”) is Van Wagner Kiosk Advertising, LLC.

SECOND: The county within the State of New York in which the office of the Company is to be located is the County of New York.

THIRD: The Secretary of State of the State of New York is designated as the agent of the Company upon when process against it may be served. The post office address within the State of New York to which the Secretary of State of the State of New York shall mail a copy of any process against the Company served upon him or her is:

c/o	Paul Whithy
	Van Wagner Communications LLC
	420 Lexington Avenue
	New York, NY 10170

IN WITNESS WHEREOF, the undersigned has executed this document on the date set forth below and does hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by the undersigned and are true and correct.

Dated: April 8, 1999

/s/ Susan A. Palius

Susan A. Palius, Organizer

APR-09 99 08:04        FROM: ACCESS INFORMATION        1-800-388-1599            TO: 4741418            PAGE: 04/05

ARTICLES OF ORGANIZATION

OF

VAN WAGNER KIOSK ADVERTISING, LLC

(Under Section 203 of the Limited Liability Company Law)

BAER MARKS & UPHAM LLP 805 THIRD AVENUE NEW YORK, NEW YORK 10022

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

Albany, NY 12231

www.dos.state.ny.us

CERTIFICATE OF PUBLICATION

OF

Van Wagner Kiosk Advertising, LLC

Under Section 206 of the Limited Liability Company Law

The undersigned is the Authorized Person of Van Wagner Kiosk Advertising, LLC.

If the name of the limited liability company has changed, the name under which it was organized is:                                                                                  .

The published notices described in the annexed affidavits of publication contain all of the information required by Section 206 of the Limited Liability Company Law.

The newspapers described in such affidavits of publication satisfy the requirements set forth in the Limited Liability Company Law and the designation made by the county clerk.

I certify the foregoing statements to be true under penalties of perjury.

June 18, 2007

(Date)

(Signature)

Erin Jordan

(Type or Print Name)

Affidavit of Publication Under Section 206 of the Limited Liability Company Law	NOTICE OF FORMATION of Van Wagner Kiosk Advertising, LLC. Arts. of Org. filed with Secy, of State of NY (SSNY) on 04/09/99. Office location: NY Co. SSNY designated as agent of LLC upon whom process against it may be served. SSNY shall mail process to: c/o Paxil Whitby, Van Wagner Communications LLC, 420 Lexington Ave, NY, NY 10170. Purpose: any lawful activities. 766359 j5-F f9
State of New York County of New York, ss.:
The undersigned is the Publisher of the NEW YORK LAW JOURNAL, a Daily Newspaper published in New York, New York. A notice regarding Van Wagner Kiosk Advertising, LLC was published in said newspaper once in each week for six successive weeks, commencing on 01/05/07 and ending on 02/09/07. The Text of the Notice as published in said newspaper is as set forth below. This newspaper has been designated by the Clerk of New York County for this purpose.

George Dillehay, Publisher
By:	Jennifer Hannafey, Authorized Designee of the Publisher

SWORN TO BEFORE ME, this 9th day of February, 2007

Notary / Cynthia Byrd

Cynthia Byrd

Notary Public, State of New York

No. 01BY6056945

Qualified in Kings County

Commission Expires April 09, 2007

Affidavit of Publication

Under Section 206 of the Limited Liability Company Law

State of New York	}
County of New York	}	ss.:

The undersigned is the publisher of New York Amsterdam News, a weekly newspaper published in New York, New York. A notice regarding VAN WAGNER KIOSK ADVERTISING, LLC. was published in said newspaper once in each week for six successive weeks, commencing on 1/25/07 and ending on 3/1/07. The text of the notice as published in said newspaper is as set forth below, or in the annexed exhibit. This newspaper has been designated by the Clerk of New York County for this purpose.

By:
	Robert Martin
	Authorized designee of Elinor Tatum, Publisher of New York Amsterdam News
Subscribed and sworn to before me, this 2ND day of MARCH 2007

(notary signature)

CERTIFICATE OF PUBLICATION

OF

Van Wagner Kiosk Advertising, LLC

Under Section 206 of the Limited Liability Company Law

DRAWDOWN

DELANEY- 30

Filed by:

Thelen Reid Brown Raysman & Steiner LLP

900 THIRD AVENUE

NEW YORK, NEW YORK 10022

EX-3.38

Exhibit 3.38

THIRD AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA KIOSK ADVERTISING LLC

This Third Amended and Restated Operating Agreement of Outfront Media Kiosk Advertising 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on April 9, 1999, in accordance with the provisions of the New York Code, and subsequently amended on November 20, 2014.

B. The Company entered into its second amended and restated operating agreement on June 27, 2006 (“Second Amended and Restated Operating Agreement”).

C. The Company made a first amendment to the Second Amended and Restated Operating Agreement on July 29, 2011.

D. The Member desires to amend and restate as set forth herein the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Third Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Kiosk Advertising LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Kiosk Advertising, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member,

or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC, as sole Member
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.39

Exhibit 3.39

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:48 AM 11/20/2014

FILED 08:00 AM 11/20/2014

SRV 141434221 - 3604327 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of CBS Outdoor L.A. Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1st” so that, as amended, said Article shall be and read as follows:

First: The name of this corporation is: Outfront Media L.A. Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14^th day of November, 2014.

By:
	Authorized Officer
Title:	Vice President and Assistant Secretary
Name:	Lisa Tanzi
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:37 PM 02/15/2006

FILED 07:27 PM 02/15/2006

SRV 060144868 - 3604327 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

VIACOM OUTDOOR L.A. INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is Viacom Outdoor L.A. Inc.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article thereof numbered “1”. And by substituting in lieu of said Article I, the following new Article 1:

“1. The name of the corporation is: CBS Outdoor L.A. Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Dated: February 14, 2006

By:
	Amy Berlin, Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 12/18/2002

020781574 - 3604327

CERTIFICATE OF INCORPORATION

OF

VIACOM OUTDOOR L.A. INC.

1. The name of the Corporation is: VIACOM OUTDOOR L.A. INC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred (200). All such shares are to have $.01 par value.

5. The name and mailing address of the incorporator is as follows:

Judith E. Powell, 1515 Broadway, Room 51-71, New York, New York 10036-5794

6. The Corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation.

8. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. Elections of Directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

9. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

10. The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

11. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 18^th day of December, 2002.

/s/ Judith E. Powell

Judith E. Powell, Incorporator

EX-3.40

Exhibit 3.40

Adopted: December 18, 2002

Viacom Outdoor L.A. Inc.

(a Delaware corporation)

**********

BY-LAWS

**********

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting. Meetings of the stockholders of the Corporation shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Meeting. Written notice of all meetings of the shareholders of the Corporation stating the place, date, and hour of the meeting shall be given not less than ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 3. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a

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complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced at the time and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Annual Meeting. Annual meeting of stockholders shall be held at a date, time and place as shall be fixed by resolution of the Board of Directors and as shall be stated in the notice of meeting, for the election, by a plurality vote, of a Board of Directors and for the transaction of such other business as may properly be brought before the meeting.

Section 5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may be called by the President and shall be called by the President and Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Agenda. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided

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by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Votes Required for Action. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy and voting shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after three years from its date unless the proxy provides for a longer period, provided, however, that with respect to the election of Directors of the Corporation, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which (except for this provision and the provision in the Certificate of Incorporation as to cumulative voting) each holder of stock would be entitled to cast for the election of Directors

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with respect to the shares of stock held multiplied by the number of Directors to be elected by the stockholder, and the stockholder may cast all of such votes for a single Director or may distribute them among the number to be voted for, or for any two or more of them as the stockholder may see fit.

ARTICLE III

DIRECTORS

Section 1. Number of Directors. The number of Directors which shall constitute the whole Board shall be not less than one nor more than fifteen. The first Board shall consist of three Directors. Thereafter, within the limits above specified, the number of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting. The Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each Director elected shall hold office until the next annual election and until a successor is elected and qualified or until the Director’s earlier resignation or removal. Any Director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and any Director so chosen shall hold office until the next annual election and until a successor is duly elected and shall qualify or until the Director’s earlier resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.

Section 3. Powers. The business of the Corporation shall be managed by its Board of Directors which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be executed or done by the stockholders.

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Section 4. Removal. Directors may be removed with cause by a majority of the Board of Directors, and may be removed by the holders of a majority of the stock with or without cause at a duly called meeting at which a quorum is present and acting or by written consent in lieu of meeting of a majority of the stock having voting power.

Section 5. Meetings. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolutions of the Board of Directors or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors. Special meetings may be held at any time upon the call of the Chairman of the Board, the President, or Vice President and shall be so called at the request of any three Directors by telegraphic or written notice duly served on or sent or mailed to each Director not less than one day before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of regular meetings of the Board of Directors. Meetings may be held at any time without notice if all the Directors are present, or at any time without notice if all the Directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing. A notice or waiver of notice need not specify the purpose of any meeting of the Board of Directors.

Section 6. Quorum. At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise specifically provided by statute or by the Certificate of

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Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors.

Section 8. Participation Other Than in Person. The members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

Section 9. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more Committees, including without limitation an Executive Committee, each Committee to consist of one or more Directors of the Corporation. The Board may designate one or more Directors as alternate members of any Committee who may replace any absent or disqualified member at any meeting of the Committee. Such Committees shall have and may exercise such power and authority as the Board of Directors shall designate by resolution passed by a majority of the whole Board. The Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, including without limitation the power and authority to declare dividends and authorize the issuance of stock, and may authorize

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the seal of the Corporation to be affixed to all papers which may require it. In the absence or disqualification of any member of any Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such Committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. The Board may from time to time suspend, alter, continue, or terminate any such Committee or the powers and functions thereof.

Section 10. Other Committees. The Board of Directors shall also have the power to appoint such regular and special Committees consisting of Directors, officers and/or other persons and having such powers and functions as the Board may prescribe. The Board may from time to time suspend, alter, continue, or terminate any such Committee or the powers and functions thereof.

Section 11. The Board as an Executive Committee. In the event a quorum shall not be present at any regular or special meeting of the Board, the Directors present at such meeting, if not less than three, shall be considered and meet as an Executive Committee and shall act only by the concurring vote of a majority of the number present. In the absence of the Chairman of the Board, the President, and in the President’s absence, the Senior Director present, shall preside over any such Executive Committee meeting.

Section 12. Minutes of Committee Meeting. Each Committee shall prepare minutes of its meetings, which minutes shall be kept in the minute book of the Corporation, and the minutes of each meeting of any Committee held since the preceding meeting of the Board shall be reported to the Board at the meeting of the Board next following any such Committee meeting.

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Section 13. Compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing Committees may be allowed like compensation for attending Committee meetings.

ARTICLE IV

OFFICERS

Section 1. Offices. The Board of Directors may elect a Chairman of the Board, and shall elect a President, one or more Vice Presidents, a Secretary, and a Treasurer, and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by the Board of Directors and hold office for one year and until their successors are chosen and qualify, or until their earlier removal or resignation. Any two or more offices, except those of President and Secretary, may be held by the same person.

Section 2. Duties. Said officers shall have the usual powers and shall perform all the usual duties incident to their respective offices and shall in addition perform such other duties as shall be assigned to them from time to time by the Board of Directors.

Section 3. Execution of Contracts. The President, any Executive Vice President, Senior Vice President, Vice President or Secretary of the Corporation has the authority to execute contracts and agreements in the name of and on behalf of the Corporation.

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Section 4. Absence of an Officer. In the absence or disability of any officer of the Corporation, the Board of Directors may, during such period, delegate those powers and duties to any other executive officer or to any Director and the person to whom such powers and duties are delegated shall for the time being hold such office.

Section 5. Officers’ Power to Delegate Authority. Each of the officers of the Corporation is authorized to delegate his or her respective signature or voting authority granted by the Corporation’s Certificate of Incorporation, By-Laws, and laws of the states in which the Corporation is incorporated and qualified to do business by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that he or she will have no authority to redelegate the signature authority being delegated. However, none of the authority granted in this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority;

Section 6. Officers Subject to Board. All officers shall be subject to the supervision and direction of the Board. The authority, duties, or responsibilities of any officer of the Corporation may be suspended by the Chairman or the President with or without cause and any officer elected or appointed by the Board may be removed by the Board with or without cause. Any vacancy occurring in any office, unless such office shall be abolished by the Board, shall be filled at any regular or special meeting of the Board.

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ARTICLE V

INDEMNIFICATION

To the fullest extent permitted by the laws of the State of Delaware:

(a) The Corporation shall indemnify any person, (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (brought by or in the right of the Corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a Director, Officer employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Stockholder, Director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, for and against all expenses, (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors, or administrators in connection with such action, suit, or proceeding, including appeals.

(b) The Corporation may, in the discretion of the Board of Directors, pay expenses incurred in defending any action, suit or proceeding described in subsection (a) of this Article in advance of the final disposition of such action, suit, or proceeding, including appeals.

(c) The Corporation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article against any liability asserted against him or her, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article or otherwise.

(d) The provisions of this Article shall be applicable to all actions, claims, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article shall be deemed to be a contract between the Corporation and each director, officer, employee or agent who serves in such capacity at any time while this Section and the relevant provisions of the laws

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of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Article shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article shall neither be exclusive of, nor be deemed in limitation of, any rights to which any such officer, director, employee or agent may otherwise be entitled or permitted by contract, the Certificate of Incorporation, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in his or her official capacity and actions in any other capacity while holding such office, it being the policy of the Corporation that indemnification of the specified individuals shall be made to the fullest extent permitted by law.

(e) For purposes of this Section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries.

The indemnification provided by this Article shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any By-Law, agreement, vote of stockholders, or disinterested Directors or otherwise.

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ARTICLE VI

NOTICES

Section 1. Definition. Whenever under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws notice is required to be given to any Director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing by mail, addressed to such Director or stockholder at the address as it appears on the records of the Corporation with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Directors may also be given by telegram.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

STOCK AND CERTIFICATES

Section 1. Form. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or President or Vice President, and any Treasurer or Assistant Treasurer, or Secretary or Assistant Secretary of the Corporation, certifying the number of shares owned by the stockholder in the Corporation. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee or (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent

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any such partly paid shares the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights.

Section 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon such terms and conditions as it may deem advisable and as may be permitted by applicable law.

Section 3. Transfers. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by power of attorney duly executed, witnessed, and filed with the Secretary of the Corporation or other proper officer of the Corporation, and upon surrender and cancellation of a certificate or certificates for a like number of shares of the same class of stock with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as

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the Corporation or its agents may reasonably require. No transfer of stock other than on the records of the Corporation shall be valid except between the parties thereto until such transfer shall have been made upon the records of the Corporation.

Section 4. Registered Stockholders. The Corporation shall be entitled to treat the person in whose name any share, right, option, warrant, security, or other obligation is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such share, right, option, warrant, security, or other obligation on the part of any other person whether or not the Corporation shall have express or other notice thereof except as otherwise provided by the laws of Delaware.

Section 5. Fixing Record Date. In order that the Corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or exchange of stock or of any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than sixty nor less than ten days before the date of such meeting or other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared pursuant to law by

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the Board of Directors at any regular or special meeting. Dividends may be paid in cash, property, or shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation.

Section 2. Reserves. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be adopted by the Board of Directors.

Section 4. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX

AMENDMENTS

The By-Laws of the Corporation may be altered, amended, or repealed and new By-Laws not inconsistent with law or any provision of the Certificate of Incorporation, as amended, may be adopted by action of the Board of Directors.

* * * * * *

15

EX-3.41

Exhibit 3.41

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:48 AM 11/20/2014

FILED 08:00 AM 11/20/2014

SRV 141434224 -2337422 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.	Name of Limited Liability Company:	CBS Outdoor LLC
2.	The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is Outfront Media LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14^th day of November, A.D. 2014.

By:
	Authorized Person(s)
Name:	Lisa Tanzi
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:05 PM 06/20/2013

FILED 06:05 PM 06/20/2013

SRV 130799853 -2337422 FILE

CERTIFICATE OF FORMATION

OF

CBS OUTDOOR LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is: CBS OUTDOOR LLC

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18- 104 of the Delaware Limited Liability Company Act are: Corporation Service Company. 2711 Centerville Road. Suite 400, Wilmington, Delaware 19808.

Executed on the 20^th day of June, 2013.

David H. Posy

EX-3.42

Exhibit 3.42

FIRST AMENDMENT TO THE

SECOND AMENDED AND RESTATED

OPERATING AGREEMENT

OF

CBS OUTDOOR LLC

This First Amendment (this “Amendment”) to the Second Amended and Restated Operating Agreement of CBS Outdoor LLC (the “Company”) dated as of December 2, 2013 (“Agreement”) is entered into by the Sole Member, CBS Outdoor Americas Capital LLC, effective as of November 20, 2014.

1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

2. Article I, Definitions, the term company shall be amended and restated as: “Company” shall mean Outfront Media LLC, a Delaware limited liability company.

3. Article II, Section 1 is amended in its entirety and replaced as follows:

“1. Name. The name of the Company is Outfront Media LLC, a Delaware limited liability company.”

4. Except as otherwise provided herein, the Agreement shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement effective as of the date first written above.

CBS OUTDOOR AMERICAS CAPITAL LLC, as Sole Member
By:	/s/ Richard H. Sauer
Name:	Richard H. Sauer
Title:	Executive Vice President, General Counsel & Secretary

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

OF

CBS OUTDOOR LLC

This Amended and Restated Operating Agreement of CBS Outdoor LLC (the “Company”), a Delaware limited liability company, is amended and restated effective as of December 2, 2013 by CBS Outdoor Americas Capital LLC (the “Member”), in accordance with the terms of this Agreement and the Delaware Act (as hereinafter defined).

WITNESSETH:

WHEREAS, the Certificate of Formation of the Company was filed with the Secretary of State of Delaware on June 20, 2013, in accordance with the provisions of the Delaware Act; and

WHEREAS, the initial Operating Agreement of the Company was executed by CBS Outdoor Americas Inc. effective June 20, 2013;

WHEREAS, CBS Outdoor Americas Inc. amended and restated the Operating Agreement in its entirety on July 24, 2013;

WHEREAS, CBS Outdoor Americas Inc. transferred its interest in the Company to CBS Outdoor Americas Capital LLC on December 2, 2013 (“Transfer”);

WHEREAS, in connection with the Transfer, the current Member desires to amend and restate the Operating Agreement in its entirety as set forth herein; and

NOW, THEREFORE, the Member, intending to be legally bound hereby, adopts this Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean CBS Outdoor LLC, a Delaware limited liability company.

“Delaware Act” shall mean the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101, et. seq., as same may be amended from time to time.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is CBS Outdoor LLC, a Delaware limited liability company.

2. Business or Mailing Address of the Company. The business or mailing address of the Company is 51 West 52^nd Street, New York, New York 10019. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company’s initial registered agent within the State of Delaware is Corporation Service Company and the registered office of the Company within the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Delaware Act and the applicable rules promulgated thereunder.

4. Term. The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue until terminated in accordance with the provisions of this Agreement or the Delaware Act.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member are as follows:

Name	Address
CBS Outdoor Americas Capital LLC	405 Lexington Avenue, New York, NY

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member has the right to demand and receive cash or any other property contributed to the Company in return of the Member’s Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the Delaware Act.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the Delaware Act.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Initial Officers. The initial officers of the Company shall be the officers of CBS Outdoor Inc., a Delaware corporation (the “Predecessor”), as of immediately prior to the conversion of Predecessor into the Company pursuant to the Certificate of Conversion filed with the Secretary of State of the State of Delaware on the date hereof.

5. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a Delaware corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, Employees and Other Agents. The Company shall, to the fullest extent permitted by the Company’s publicly-traded direct or indirect parent, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a member, officer, employee or agent of the Company, or is or was serving at the request of the Company as a stockholder, director, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member or the dissolution or bankruptcy of the Member.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the Delaware Act. Upon dissolution, the Member shall file a statement of commencement of winding up pursuant to the Delaware Act and publish the notice permitted by the Delaware Act.

3. Winding Up. Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Certificate of Termination. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a Certificate of Cancellation shall be executed and filed with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Delaware Act.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of Delaware Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:	Joseph R. Ianniello
	Title:	President and Treasurer

EX-3.43

Exhibit 3.43

RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER MIAMI HOLDINGS, LLC

Under Section 214 of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner Miami Holdings, LLC. The name the Company was originally organized under was Van Wagner Miami, LLC.

SECOND: The date of filing of the articles of organization is July 17, 2009.

THIRD: The articles of organization are hereby restated with amendment to effect one or more of the amendments authorized by this chapter.

(A) Paragraph FIRST of the Articles of Organization dealing with the name of the Company.

(B) Paragraph FIFTH of the Articles of Organization dealing with the management of the Company.

(C) Paragraph SIXTH of the Articles of Organization dealing with limitations on managers’ or members’ authority to bind the Company

(D) To add Paragraph EIGHTH to designate its Registered Agent

The text of the articles of organization is hereby restated as amended to read as follows:

FIRST: The name of the limited liability company is: Outfront Media Miami Holdings LLC

SECOND: The county within this state in which the office of the limited liability company is to be located is the County of New York.

THIRD: The Company is not to have a specific date of dissolution.

FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is: Corporation Service Company, 80 State Street, Albany, NY 12207

FIFTH: The Company is to be managed by its sole member.

SIXTH: There are no limitations on the authority of the sole member of the Company to bind the Company.

SEVENTH: The Company shall have the power to indemnify, to the fullest extent permitted by the LLC Law, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

EIGHTH: The limited Liability Company hereby designates Corporation Service Company as its registered agent upon whom process against the limited liability company may be served. The street address of the registered agent is 80 State Street, Albany, NY 12207

IN WITNESS WHEREOF, this certificate has been subscribed, this 17TH day of November, 2014, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

(signature)

Lisa M. Tanzi, Authorized Person

(name and capacity of signer)

CERTIFICATE OF RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER MIAMI HOLDINGS, LLC

Under Section 214 of the Limited Liability Company Law

	Filed by:	Lisa M. Tanzi
		(Name)
		405 Lexington Avenue
		(Mailing address)
		New York, NY 10174
		(City, State and Zip code)

EX-3.44

Exhibit 3.44

AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA MIAMI HOLDINGS LLC

This Amended and Restated Operating Agreement of Outfront Media Miami Holdings 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on July 17, 2009, in accordance with the provisions of the New York Code, and subsequently amended on November 20, 2014.

B. The Company entered into its operating agreement on July 17, 2009 (“Operating Agreement”).

C. The Company made a first amendment to the Operating Agreement on July 29, 2011.

D. The Member desires to amend and restate as set forth herein the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Miami Holdings LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing,

refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Miami Holdings, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member, or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and

references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.45

Exhibit 3.45

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:49 AM 11/20/2014

FILED 08:00 AM 11/20/2014

SRV 141434239 – 4153709 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Van Wagner Miami, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is Outfront Media Miami LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14^th day of November, A.D. 2014.

By:	/s/ Lisa M. Tanzi
	Authorized Person(s)
Name:	Lisa Tanzi
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:24 AM 03/21/2013

FILED 10:20 AM 03/21/2013

SRV 130340840 – 4153709 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Van Wagner Miami, LLC.

2. The Registered Office of the limited liability company in the State of Delaware is changed to 160 Greentree Drive, Suite 101 (street), in the City of Dover, Zip Code 19904 . The name of the Registered Agent at such address upon whom process against this limited liability company may be served is National Registered Agents, Inc.

By:	/s/ Steven S. Pretsfelder
	Authorized Person
Name:	Steven S. Pretsfelder
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:35 PM 03/12/2013

FILED 02:35 PM 03/12/2013

SRV 130303733 – 4153709 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

OF

FUEL MIAMI LLC

Fuel Miami LLC (hereinafter called the “company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

1. The name of the limited liability company is Fuel Miami LLC.

2. The date of filing of the certificate of formation of the limited liability company with the Delaware Secretary of State was June 15, 2006.

3. The Certificate of Formation is hereby amended to change the name of the limited liability company. To accomplish the foregoing Paragraph First of the certificate of formation is amended to read as follows:

“FIRST: The name of the limited liability company is Van Wagner Miami, LLC.”

In Witness Whereof, the undersigned has executed this Certificate on the 12^th day of March 2013.

/s/ Steven S. Pretsfelder

Steven S. Pretsfelder, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:45 PM 02/13/2013

FILED 02:40 PM 02/13/2013

SRV 130168474 – 4153709 FILE

CERTIFICATE OF MERGER

OF

VAN WAGNER WWRAM MIAMI, LLC

a Foreign Limited Liability Company

AND

FUEL MIAMI LLC

a Delaware Limited Liability Company

It is hereby certified that:

1. The constituent business entities participating in the merger herein certified are:

(a) Van Wagner WWRAM Miami, LLC, which is organized under the laws of the State of New York; and

(b) Fuel Miami LLC, which is incorporated under the laws of the State of Delaware.

2. An Agreement of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent limited liability companies in accordance with the provisions of Section 18-209 of the Delaware Limited Liability Company Act, to wit, by Van Wagner WWRAM Miami, LLC in accordance with the laws of the State of its organization and by Fuel Miami LLC in the same manner as is provided in Section 18-209 of the Delaware Limited Liability Company Act.

3. The name of the surviving Limited Liability Company in the merger herein certified is Fuel Miami LLC, which will continue its existence as said surviving limited liability company under its present name upon the effective date of said merger pursuant to the provisions of the Delaware Limited Liability Company Act.

4. The Certificate of Formation of Fuel Miami LLC, as now in force and effect, shall continue to be the Certificate of Formation of said surviving limited liability company until amended and changed pursuant to the provisions of the Delaware Limited Liability Company Law.

5. The executed Agreement of Merger between the aforesaid constituent business entities is on file at the principal place of business of the aforesaid surviving limited liability company, the address of which is as follows: 800 Third Avenue, New York, New York 10022.

6. A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving limited liability company, on request, and without cost, to any member of each of the aforesaid constituent limited liability companies.

Executed on this 30th day of January, 2013.

FUEL MIAMI LLC
By:	/s/ Richard M. Schaps
	Richard M. Schaps, Chief Executive Officer

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:01 PM 06/15/2006

FILED 01:59 PM 06/15/2006

SRV 060579111 – 4153709 FILE

CERTIFICATE OF FORMATION

OF

FUEL MIAMI LLC

This Certificate of Formation of Fuel Miami LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-201, et. seq.).

FIRST. The name of the limited liability company formed hereby is Fuel Miami LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of this 15th day of June, 2006.

By:	/s/ Henry Rosas
Name:	Henry Rosas
Title:	Authorized Person

EX-3.46

Exhibit 3.46

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA MIAMI LLC

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).

WITNESSETH:

WHEREAS, the Certificate of Formation of the Company was filed with the Secretary of State of Delaware on June 15, 2006, in accordance with the provisions of the Delaware Act, and subsequently amended on November 20, 2014; and

WHEREAS, the Company amended and restated is operating agreement on November 15, 2012 (the “Amended and Restated Operating Agreement”);

WHEREAS, the Company had a first amendment to its Amended and Restated Operating Agreement on May 12, 2013;

WHEREAS, the Member desires to amend and restate, as set forth herein, the manner in which such limited liability company shall be governed and operated;

NOW, THEREFORE, the Member, intending to be legally bound hereby, adopts this Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Miami LLC, a Delaware limited liability company.

“Delaware Act” shall mean the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101, et. seq., as same may be amended from time to time.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Miami LLC, a Delaware limited liability company.

2. Business or Mailing Address of the Company. The business or mailing address of the Company is 405 Lexington Avenue, New York, New York 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company’s initial registered agent within the State of Delaware is Corporation Service Company and the registered office of the Company within the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Delaware Act and the applicable rules promulgated thereunder.

4. Term. The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue until terminated in accordance with the provisions of this Agreement or the Delaware Act.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member are as follows:

Name	Address
FUEL OUTDOOR HOLDINGS LLC	405 Lexington Avenue, New York, New York 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the Delaware Act.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the Delaware Act.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a Delaware corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a., 4.b. and 4.c. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer

or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, Employees and Other Agents. The Company shall, to the fullest extent permitted by the Company’s publicly-traded direct or indirect parent, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a member, officer, employee or agent of the Company, or is or was serving at the request of the Company as a stockholder, director, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member or the dissolution or bankruptcy of the Member.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the Delaware Act. Upon dissolution, the Member shall file a statement of commencement of winding up pursuant to the Delaware Act and publish the notice permitted by the Delaware Act.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Certificate of Termination. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a Certificate of Cancellation shall be executed and filed with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Delaware Act.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of Delaware Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

FUEL OUTDOOR HOLDINGS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.47

Exhibit 3.47

RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER MINNESOTA, LLC

Under Section 214 of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner Minnesota, LLC.

SECOND: The date of filing of the articles of organization is July 28, 2010.

THIRD: The articles of organization are hereby restated with amendment to effect one or more of the amendments authorized by this chapter.

(A) Paragraph FIRST of the Articles of Organization dealing with the name of the Company.

(B) Paragraph FIFTH of the Articles of Organization dealing with the management of the Company.

(C) Paragraph SIXTH of the Articles of Organization dealing with limitations on managers’ or members’ authority to bind the Company.

(D) To add Paragraph EIGHTH to designate its Registered Agent

The text of the articles of organization is hereby restated as amended to read as follows:

FIRST: The name of the limited liability company is: OUTFRONT MEDIA MINNESOTA LLC

SECOND: The county within this state in which the office of the limited liability company is to be located is the County of New York.

THIRD: The Company is not to have a specific date of dissolution.

FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is: Corporation Service Company, 80 State Street, Albany

FIFTH: The Company is to be managed by its sole member.

SIXTH: There are no limitations on the authority of the sole member of the Company to bind the Company.

SEVENTH: The Company shall have the power to indemnify, to the fullest extent permitted by the LLC Law, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

EIGHTH: The limited Liability Company hereby designates Corporation Service Company as its registered agent upon whom process against the limited liability company may be served. The street address of the registered agent is 80 State Street, Albany, NY 12207

IN WITNESS WHEREOF, this certificate has been subscribed this 17TH day of November, 2014, By the undersigned who affirms that the statements made herein are true under the penalties of perjury.

(signature)

Lisa M. Tanzi, Authorized Person

(name and capacity of signer)

CERTIFICATE OF RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER MINNESOTA, LLC

Under Section 214 of the Limited Liability Company Law

	Filed by:	Lisa M. Tanzi
		(Name)
		405 Lexington Avenue
		(Mailing address)
		New York, NY 10174
		(City, State and Zip code)

EX-3.48

Exhibit 3.48

AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA MINNESOTA LLC

This Amended and Restated Operating Agreement of Outfront Media Minnesota 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on July 28, 2010, in accordance with the provisions of the New York Code, and subsequently amended on November 20, 2014.

B. The Company entered into its operating agreement on November 16, 2010 (“Operating Agreement”).

C. The Company made a first amendment to the Operating Agreement on July 29, 2011.

D. The Member desires to amend and restate, as set forth herein, the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Minnesota LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing,

refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Minnesota, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member, or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and

references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.49

Exhibit 3.49

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:49 AM 11/20/2014

FILED 08:00 AM 11/20/2014

SRV 141434231 - 3285861 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of CBS Outernet Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1st” so that, as amended, said Article shall be and read as follows:

First: The name of this corporation is: Outfront Media Outernet Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14^th day of November, 2014.

By:
	Authorized Officer
Title:	Vice President and Assistant Secretary
Name:	Lisa Tanzi
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:45 PM 10/09/2007

FILED 01:47 PM 10/09/2007

SRV 071096303 - 3285861 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SIGNSTOREY, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Signstorey, Inc.

2. The certificate of incorporation of the Corporation is hereby amended by striking out Article 1. thereof and substituting in lieu of said Article the following new Article:

“1. The name of the Corporation is CBS Outernet Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on October 9, 2007

Virginia Cargill

President

State of Delaware

Secretary of State

Division or Corporations

Delivered 11:43 AM 10/05/2007

FILED 11:39 AM 10/05/2007

SRV 071088643 - 3285861 FILE

CERTIFICATE OF MERGER

OF

SS MERGER CORPORATION

(a Delaware corporation)

With and Into

SIGNSTOREY, INC.

(a Delaware corporation)

Pursuant to Section 251

of the

Delaware General Corporation Law

SignStorey, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify:

FIRST:	That the name and state of incorporation of each of the constituent corporations of the merger is as follows:
	Name	State of Incorporation
	SignStorey, Inc.	Delaware (the “Surviving Corporation”)
	SS Merger Corporation	Delaware (the “Merger Sub”)
SECOND:	That an Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by the Board of Directors and the stockholders of each of the Surviving Corporation and the Merger Sub in accordance with the requirements of Section 251 of the Delaware General Corporation Law.
THIRD:	That the Merger Sub merge with and into the Surviving Corporation with the Surviving Corporation as the surviving entity.
FOURTH:	That the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety as set forth in Exhibit A attached hereto.

FIFTH:	That the executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation. The address of said principal place of business is:
	SignStorey, Inc. 183 Sherman Street Fairfield, CT 06824
SIXTH:	That a copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation upon request and without cost to any stockholder of any constituent corporation.
SEVENTH:	That this Certificate of Merger shall be effective as of 11:59 P.M. (EST) on October 5th, 2007.

IN WITNESS WHEREOF, SignStorey, Inc. has caused this Certificate of Merger to be executed this 5th day of October, 2007.

SIGNSTOREY, INC.
(a Delaware corporation)
By:
	Name:	Virginia Cargill
	Title:	President

2

EXHIBIT A

CERTIFICATE OF INCORPORATION

OF

SIGNSTOREY, INC.

1. The name of the Corporation is: SignStorey, Inc.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred (200). All such shares are to have $.01 par value.

5. The Corporation is to have perpetual existence.

6. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation.

7. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. Elections of Directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

8. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

9. The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnity any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

10. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and ail rights conferred upon stockholders herein are granted subject to this reservation.

EXHIBIT A

CERTIFICATE OF INCORPORATION

OF

SIGNSTOREY, INC.

1. The name of the Corporation is: SignStorey, Inc.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred (200). All such shares are to have $.01 par value.

5. The Corporation is to have perpetual existence.

6. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation.

7. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. Elections of Directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

8. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

9. The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnity any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

10. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

FIFTH:	That the executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation. The address of said principal place of business is:
	SignStorey, Inc. 183 Sherman Street Fairfield, CT 06824
SIXTH:	That a copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation upon request and without cost to any stockholder of any constituent corporation.
SEVENTH:	That this Certificate of Merger shall be effective as of 11:59 P.M. (EST) on October 5th, 2007.

IN WITNESS WHEREOF, SignStorey, Inc. has caused this Certificate of Merger to be executed this 5th day of October, 2007.

SIGNSTOREY, INC.
(a Delaware corporation)
By:
	Name:	Virginia Cargill
	Title:	President

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:43 AM 10/05/2007

FILED 11:39 AM 10/05/2007

SRV 071088643 - 3285861 FILE

CERTIFICATE OF MERGER

OF

SS MERGER CORPORATION

(a Delaware corporation)

With and Into

SIGNSTOREY, INC.

(a Delaware corporation)

Pursuant to Section 251

of the

Delaware General Corporation Law

SignStorey, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify:

FIRST:	That the name and state of incorporation of each of the constituent corporations of the merger is as follows:
	Name	State of Incorporation
	SignStorey, Inc.	Delaware (the “Surviving Corporation”)
	SS Merger Corporation	Delaware (the “Merger Sub”)
SECOND:	That an Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by the Board of Directors and the stockholders of each of the Surviving Corporation and the Merger Sub in accordance with the requirements of Section 251 of the Delaware General Corporation Law.
THIRD:	That the Merger Sub merge with and into the Surviving Corporation with the Surviving Corporation as the surviving entity.
FOURTH:	That the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety as set forth in Exhibit A attached hereto.

EX-3.50

Exhibit 3.50

(Adopted: October 30, 2007)

CBS OUTERNET INC.

(a Delaware Corporation)

* * * * * *

BY-LAWS

* * * * * *

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, and State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting. Meetings of the stockholders of the Corporation shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Meeting. Written notice of all meetings of the stockholders of the Corporation stating the place, date, and hour of the meeting shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 3. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced at the time and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Annual Meeting. Annual meetings of stockholders shall be held at a date, time and place as shall be fixed by resolution of the Board of Directors and as shall be stated in the notice of meeting, for the election of a Board of Directors and for the transaction of such other business as may properly be brought before the meeting.

Section 5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may be called by the President and shall be called by the President and Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Agenda. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Votes Required for Election of Directors and Other Actions. At every meeting of the stockholders, each stockholder shall be entitled to one vote for each share of voting stock standing in his name on the books of the Corporation on the record date for the meeting. Except as otherwise provided in these By-laws, all elections and questions shall be decided by the vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote at the meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. No proxy shall be voted or acted upon after three years from its date unless the proxy provides for a longer period.

Section 9. Action Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by law or these By-laws to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation as required by law. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not so consented in writing.

Section 10. Participation Other Than in Person. Stockholders may participate in a meeting of such stockholders by means of conference telephone or similar communications equipment in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

ARTICLE III

DIRECTORS

Section 1. Number of Directors. The number of Directors which shall constitute the whole Board shall be not less than one nor more than fifteen. The first Board shall consist of four (4) Directors. Thereafter, within the limits above specified, the number of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting. The Directors shall be elected at the annual

meeting of the stockholders, except as provided in Section 2 of this Article, and each Director elected shall hold office until the next annual election and until a successor is elected and qualified or until the Director’s earlier resignation or removal. Any Director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 2. Vacancies. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and any Director so chosen shall hold office until the next annual election and until a successor is duly elected and shall qualify or until the Director’s earlier resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.

Section 3. Powers. The business of the Corporation shall be managed by its Board of Directors which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be executed or done by the stockholders.

Section 4. Removal. Directors may be removed with cause by a majority of the Board of Directors, and may be removed by the holders of a majority of the stock with or without cause at a duly called meeting at which a quorum is present and acting or by written consent in lieu of meeting of a majority of the stock having voting power.

Section 5. Meetings. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolutions of the Board of Directors or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times as may from time

to time be fixed by resolution of the Board of Directors. Special meetings may be held at any time upon the call of the Chairman of the Board, the President, or Vice President and shall be so called at the request of any one Director by telephonic, facsimile or written notice duly served on or sent or mailed to each Director not less than one day before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of regular meetings of the Board of Directors. Meetings may be held at any time without notice if all the Directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing. A notice or waiver of notice need not specify the purpose of any meeting of the Board of Directors.

Section 6. Quorum. At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors.

Section 8. Participation Other Than in Person. The members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

Section 9. Committees of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any power or authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 10. Compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing Committees may be allowed like compensation for attending Committee meetings.

ARTICLE IV

OFFICERS

Section 1. Officers, Titles, Elections, Term. The elected officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Board of Directors shall deem advisable. The officers shall be elected by the Board of Directors at its annual meeting following the annual meeting of the stockholders, to serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

Section 2. Officers’ Power to Delegate Authority. Each of the officers of the Corporation at the level of Vice President or above is authorized to delegate his or her respective signature authority granted by resolution of the Board of Directors by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Board of Directors, by resolution passed by a majority of Directors, specifically allows the delegate the right to redelegate the signature authority delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

Section 3. Duties

(a) Chairman of the Board. The Chairman of the Board, if any shall be elected, shall preside at all meetings of the Board of Directors and of stockholders and shall have such other functions, authority and duties as customarily appertain to the office of the Chairman of a business corporation or as may be prescribed by the Board of Directors.

(b) President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the stockholders and of the Board of Directors, unless a Chairman of the Board shall have been elected and is present. He or she shall have the authority to see that all orders and resolutions of the Board of Directors are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

(c) Vice President. Vice-Presidents shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(d) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Corporation; (2) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; (3) deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected by resolution of the Board of Directors; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by

the Corporation, and make, execute and deliver, under the seal of the Corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Corporation may own stock, and to execute on behalf of the Corporation a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Chief Financial Officer of the Corporation shall have all of the powers granted to the Treasurer under these By-laws.

(e) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Board of Directors.

(f) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the stockholders, the Board of Directors, and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of these By-laws and as required by law; (3) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal, is duly authorized; (4) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (5) have general charge of stock transfer books of the

Corporation; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

(g) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Board of Directors.

Section 4. Bonding. The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

Section 5. Officers Subject to Board. All officers shall be subject to the supervision and direction of the Board. The authority, duties, or responsibilities of any officer of the Corporation may be suspended by the Chairman or the President with or without cause and any officer elected or appointed by the Board may be removed by the Board with or without cause. Any vacancy occurring in any office, unless such office shall be abolished by the Board, shall be filled at any regular or special meeting of the Board.

Section 6. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors.

ARTICLE V

INDEMNIFICATION OF DIRECTORS,

OFFICERS AND OTHERS

The Corporation shall, to the fullest extent provided for by the Corporation’s publicly-traded parent corporation, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a stockholder, director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

ARTICLE VI

NOTICES

Whenever any notice of the time, place or purpose of any meeting of the stockholders, Directors or a committee is required to be given under the law of the State of Delaware, the Certificate of Incorporation or these By-laws, a waiver thereof in

writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice whether before or after the holding thereof, or actual attendance at the meeting in person or, in the case of any stockholder, by his attorney-in-fact, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE VII

STOCK AND CERTIFICATES

Section 1. Form. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or President or Vice President, and any Treasurer or Assistant Treasurer, or Secretary or Assistant Secretary of the Corporation, certifying the number of shares owned by the stockholder in the Corporation. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee or (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate

which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights.

Section 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon such terms and conditions as it may deem advisable and as may be permitted by applicable law.

Section 3. Transfers. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by power of attorney duly executed, witnessed, and filed with the Secretary of the Corporation or other proper officer of the Corporation, and upon surrender and cancellation of a certificate or certificates for a like number of shares of the same class of stock with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as the Corporation or its agents may reasonably require. No transfer of stock other than on the records of the Corporation shall be valid except between the parties thereto until such transfer shall have been made upon the records of the Corporation.

Section 4. Registered Stockholders. The Corporation shall be entitled to treat the person in whose name any share, right, option, warrant, security, or other obligation is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such share, right, option, warrant, security, or other obligation on the part of any other person whether or not the Corporation shall have express or other notice thereof except as otherwise provided by the laws of Delaware.

Section 5. Fixing Record Date. In order that the Corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or exchange of stock or of any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than sixty nor less than ten days before the date of such meeting or other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared pursuant to law by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, property, or shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation.

Section 2. Reserves. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or

maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be adopted by the Board of Directors.

Section 4. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX

AMENDMENTS

The By-Laws of the Corporation may be altered, amended, or repealed and new By-Laws not inconsistent with law or any provision of the Certificate of Incorporation, as amended, may be adopted by action of the Board of Directors.

[Remainder of Page Intentionally Left Blank]

AMENDED AND RESTATED

BY-LAWS

OF

SIGNSTOREY, INC.

A Delaware corporation

(Adopted as of March, 2005)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle. The name of the corporation’s registered agent at such address shall be the Prentice- Hall Corporation System. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors and shall be called by the president upon the written request of holders of shares entitled to cast not less than 10% of the votes at the meeting, and such written request shall state the purpose or purposes of the meeting and shall be delivered to the president. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever (under applicable law, the certificate of incorporation or these by-laws) stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of capital stock having voting power held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the board shall be set initially at seven. Thereafter, the number of directors which shall constitute the whole board shall be established from time to time in accordance with the provisions of that certain Stockholders Agreement, by and among the corporation and certain of its stockholders (the “Stockholders Agreement”) which Stockholder Agreement is available to any Stockholder upon request to the Company. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Unless otherwise restricted by the certificate of incorporation, these by-laws or applicable law, any director or the entire board of directors may be removed at any time, with or without cause, in accordance with the provisions of the Stockholders Agreement. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled in accordance with the provisions of the Stockholders Agreement. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of any member of the board of directors on at least forty-eight (48) hours notice to each director, either personally, by telephone, by mail, or by telecopier.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law but no such committee shall have the power or authority in reference to (a) approving, adopting or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to stockholders for approval, or (b) adopting, amending or repealing any bylaw of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chief executive officer, a president, one or more vice-presidents, secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. Chief Executive Officer. The chief executive officer of the corporation, subject to the powers of the board of directors, shall have general and active management of the business of the corporation; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board or as may be provided in these by-laws.

Section 7. The President. The president shall preside at all meetings of the stockholders and board of directors at which he is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other

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contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 8. Vice-Presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purposes. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 10. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

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Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 12. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS. DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition.

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director, officer, employee or agent of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director, officer, employee or agent. If a determination by the corporation that the director, officer, employee or agent is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within thirty (30) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not

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made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director, officer, employee or agent in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.

Section 6. Liability Offset. The corporation’s obligation to provide indemnification under this Article V shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director, officer, employee or agent who serves

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in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees and agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares of a specific class or series owned by such holder in the corporation. The signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or

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summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of

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directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 7. Subscriptions for Stock. Unless otherwise provided for in a subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the

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name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

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Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

Except for the provisions set forth in Article III hereof, these by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.51

Exhibit 3.51

RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER SAN FRANCISCO, LLC

Under Section 214 of the Limited. Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner

San Francisco, LLC

SECOND: The date of filing of the articles of organization is July 17, 2009

THIRD: The articles of organization are hereby restated with amendment to effect one or more of the amendments authorized by this chapter.

(A) Paragraph FIRST of the Articles of Organization dealing with the name of the Company.

(B) Paragraph FIFTH of the Articles of Organization dealing with the management of the Company.

(C) Paragraph SIXTH of the Articles of Organization dealing with limitations on managers’ or members’ authority to bind the Company.

(D) To add Paragraph EIGHTH to designate its Registered Agent

The text of the articles of organization is hereby restated as amended to read as follows:

FIRST: The name of the limited liability company is: OUTFRONT MEDIA SAN FRANCISCO LLC

SECOND: The county within this state in which the office of the limited liability company is to be located is the County of New York.

THIRD: The Company is not to have a specific date of dissolution.

FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is: Corporation Service Company, 80 State Street, Albany, NY 12207

FIFTH: The Company is to be managed by its sole member.

SIXTH: There are no limitations on the authority of the sole member of the Company to bind the Company.

SEVENTH: The Company shall have the power to indemnify, to the fullest extent permitted by the LLC Law, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

EIGHTH: The limited Liability Company hereby designates Corporation Service Company as its registered agent upon whom process against the limited liability company may be served. The street address of the registered agent is 80 State Street, Albany, NY 12207

IN WITNESS WHEREOF, this certificate has been subscribed, this 17TH day of November, 2014, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

(signature)

Lisa M. Tanzi, Authorized Person

(name and capacity of signer)

CERTIFICATE OF RESTATED ARTICLES OF ORGANIZATION   OF   VAN WAGNER SAN FRANCISCO, LLC   Under Section 214 of the Limited Liability Company Law

Filed by: Lisa M. Tanzi (Name)   405 Lexington Avenue (Mailing address)   New York, NY 10174 (City, State and Zip code)

EX-3.52

Exhibit 3.52

AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA SAN FRANCISCO LLC

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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on July 17, 2009, in accordance with the provisions of the New York Code, and subsequently amended on November 20, 2014.

B. The Company entered into its operating agreement on July 17, 2009 (“Operating Agreement”).

C. The Company made a first amendment to the Operating Agreement on July 29, 2011.

D. The Member desires to amend and restate as set forth herein the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media San Francisco LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing,

refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media San Francisco, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member, or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and

references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.53

Exhibit 3.53

New York State

Department of State

Division of Corporations, State Records

and Uniform Commercial Code

One Commerce Plaza, 99 Washington Avenue

Albany, NY 12231

www.dos.ny.gov

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

Van Wagner Sign Erectors, LLC

(Insert Name of Domestic Limited Liability Company)

Under Section 211: of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner Sign Erectors, LLC

If the name of the limited liability company has been changed, the name under which it was organized is: Master Sign Hangers LLC

SECOND: The date of filing of the articles of organization is: October 19, 1999

THIRD: The amendment effected by this certificate of amendment is as follows: (Set forth each amendment in a separate paragraph providing the subject matter and full text of each amended paragraph. For example, an amendment changing the name of the limited liability company would read as follows: Paragraph First of The Articles of Organization relating to the limited liability company name is hereby amended to read as follows: First The name of the limited liability company is – (new name) – )

Paragraph First of the Articles of Organization relating to

to the limited liability company name

is hereby amended to read as follows:

First The name of the limited liability company is Outfront Media Sign Erectors LLC

Page 1 of 2

X		Capacity of signer (Check appropriate box):
(Signature)
		¨ Member
Lisa Tanzi		¨ Manager
(Type or print name)		x Authorized Person

	CERTIFICATE OF AMENDMENT OF ARTICLES OF ORGANIZATION OF
	Van Wagner Sign Erectors, LLC (Insert Name of Domestic Limited Liability Company) Under Section 211 of the Limited Liability Company Law

Filed by:	Lisa Tanzi
	(Name)
	405 Lexington Avenue
	(Mailing address)
	NY NY 10174
	(City, State and Zip code)

NOTE: This form was prepared by the New York State Department of State for filing a certificate of amendment of a domestic limited liability company. It does not contain all optional provisions under the law. You are not required to use this form. You may draft your own form or use forms available at legal supply stores. The Department of State recommends that legal documents be prepared under the guidance of an attorney. The certificate must be submitted With a $60 filing fee made payable to the Department of State.

(For office use only.)

Page 2 of 2

DRAWDOWN ACCT# 30	CERTIFICATE OF AMENDMENT OF THE
	ARTICLES OF ORGANIZATION OF
	MASTER SIGN HANGERS LLC

Under Section 211 of the Limited Liability Company Law

FIRST: The name of the limited liability company is Master Sign Hangers LLC.

SECOND: The date of filing of the Articles of Organization is October 19, 1999.

THIRD: The Certificate of Amendment is being filed to change the name of the limited liability company from Master Sign Hangers LLC to Van Wagner Sign Erectors, LLC. To accomplish the foregoing, paragraph first of the Articles of Organization is amended to read as follows:

FIRST: The name of the limited liability company is: Van Wagner Sign Erectors, LLC

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by me and are true and correct.

Executed this 1^st day of April, 2004.

/s/ Cheryl Gardner

Name: Cheryl Gardner

Title: Authorized Person

CERTIFICATE OF AMENDMENT   OF THE   ARTICLES OF ORGANIZATION   OF   MASTER SIGN HANGERS LLC

UNDER SECTION 211 OF THE LIMITED LIABILITY COMPANY LAW

FILED BY:   Brown Raysman Millstein Feider & Steiner, LLP 900 Third Avenue New York, NY 10022

ARTICLES OF ORGANIZATION

OF

MASTER SIGN HANGERS LLC

Under Section Two Hundred Three of the Limited Liability Company Law

The undersigned person acting as an organizer of the limited liability company hereinafter named, sets forth the following statements.

FIRST: The name of the limited liability company (the “Company”) is Master Sign Hangers LLC.

SECOND: The county within the State of New York in which the office of the Company is to be located is the County of New York.

THIRD: The Company is not to have a specific date of dissolution in addition to the events of dissolution set forth in Section 701 of the New York Limited Liability Company Law.

FOURTH: The Secretary of State of the State of New York is designated as agent of the Company upon whom process against it may be served. The post office address within or without the State of New York to which the Secretary of State of the State of New York shall mail a copy of any process against the Company served upon him is c/o Master Sign Hangers LLC, 800 Third Avenue, 28^th Floor, New York. New York 10022, Attention: Mr. Paul Whitby.

Signed on October 18, 1999.

/s/ Rosette Tyler

Rosette Tyler, Organizer

ARTICLES OF ORGANIZATION   OF   MASTER SIGN HANGERS LLC

Under Section Two Hundred Three of the Limited Liability Company Law

Filed by

Baer Marks & Upham LLP

805 Third Avenue

New York, New York 10022

        STATE OF NEW YORK

            County of New York,

	Cynthia Byrd, being duly sworn, says that she is the PRINCIPAL CLERK of the Publisher of the NEW YORK LAW JOURNAL, a Daily Newspaper; that the Advertisement hereto annexed has been published in the said NEW YORK LAW JOURNAL in each week for 6 successive weeks, commencing on the 10th day of November, 1999.
	TO WIT: NOVEMBER 10, 17, 24, 1999 DECEMBER 1, 8, 15, 1999
	SWORN TO BEFORE ME, this 15th day	}
	of December, 1999.

Cynthia A. Fernandez

Notary Public, State of New York

No. 01FE6022884

Qualified in Nassau County

Commission Expires April 12, 2001

AFFIDAVIT OF PUBLICATION

OF

MASTER SIGN HANGERS LLC

Under Section 206 of the Limited Liability Company Law

Filed By:  BAER MARKS & UPHAM LLP                   805 THIRD AVENUE                   19TH FLOOR                   NEW YORK, NY 10022 Cust. Ref.  #419332CST       DRAWDOWN

STATE OF NEW YORK ss:

CITY OF NEW YORK

COUNTY OF NEW YORK

	Caitlin Roper, being duly sworn, says that she is the Principal clerk of the Publisher of the CHELSEA CLINTON NEWS a weekly newspaper of general circulation in the English Language in the County of New York, City of New York, State of New York; that the advertisement hereto annexed has been regularly published in the CHELSEA CLINTON NEWS once in each for six consecutive weeks commencing on the 11th day of November, 1999 to wit: 11/11, 11/18, 11/25, 12/2, 12/9 and 12/16, 1999.
	Principal Clerk
	Sworn to before me this 17th day of December, 1999.

AFFIDAVIT OF PUBLICATION

OF

MASTER SIGN HANGERS LLC

Under Section 206 of the Limited Liability Company Law

Filed By:    BAER MARKS & UPHAM LLP    805 THIRD AVENUE    19TH FLOOR    NEW YORK, NY 10022 Cust. Ref. #419332CST   DRAWDOWN

EX-3.54

Exhibit 3.54

AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA SIGN ERECTORS LLC

This Amended and Restated Operating Agreement of Outfront Media Sign Erectors 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on October 18, 1999, in accordance with the provisions of the New York Code, and subsequently amended on November 20, 2014.

B. The Company entered into its operating agreement on November 29, 1999 (“Operating Agreement”).

C. The Company made a first amendment to the Operating Agreement on April 5, 2004.

D. The Member desires to amend and restate, as set forth herein, the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Sign Erectors LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially

all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Sign Erectors, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice

Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4)

keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member, or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.55

Exhibit 3.55

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:46 AM 11/20/2014

FILED 08:00 AM 11/20/2014

SRV 141434215 - 2086110 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of CBS Collegiate Sports Properties Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1st” so that, as amended, said Article shall be and read as follows:

First: The name of this corporation is: Outfront Media Sports Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14^th day of November, 2014.

By:
	Authorized Officer
Title:	Vice President, Assistant Secretary
Name:	Lisa M. Tanzi
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:25 PM 04/19/2006

FILED 01:17 PM 04/19/2006

SRV 060363567 - 2086110 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

VIACOM OUTDOOR SPORTS MARKETING INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Viacom Outdoor Sports Marketing Inc.

2. The certificate of incorporation of the Corporation is hereby amended by striking out Article 1. thereof and substituting in lieu of said Article the following new Article:

“1. The name of the Corporation is CBS Collegiate Sports Properties Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on April 19, 2006

Amy Berlin

Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/28/2001

010425543 - 2086110

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

OSI Sports Marketing, Inc.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is OSI Sports Marketing, Inc.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article thereof numbered “1.” And by substituting in lieu of said Article 1., the following new Article 1.:

“1. The name of the corporation is: VIACOM OUTDOOR SPORTS MARKETING INC.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Dated: August 27, 2001

ILENE W. STACK

ASSISTANT SECRETARY

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/14/1999

991287974 - 2086110

CERTIFICATE OF MERGER

OF

PREMIER SPORTS MARKETING, LLC

and

PHOENIX PRODUCT GROUP, LLC

WITH AND INTO

PREMIER SPORTS MARKETING, INC.

Pursuant to the provisions of Section 264 of the General Corporation Law of the State of Delaware (“Code”) and Section 29-754 of the Arizona Limited Liability Company Act (“Act”), Premier Sports Marketing, LLC, an Arizona limited liability company (“LLC”), Phoenix Product Group, LLC, an Arizona limited liability corporation, (“Phoenix”) and Premier Sports Marketing, Inc., a Delaware corporation (“Premier”), hereby execute the following Certificate of Merger on behalf of LLC, Phoenix and Premier.

1. The name and state of domicile of each of the constituent entities are Premier Sports Marketing, LLC, an Arizona limited liability company, Phoenix Product Group, LLC, an Arizona limited liability company and Premier Sports Marketing, Inc., a Delaware corporation.

2. In accordance with Section 264(c)(2) of the Code and Section 29-752(B) of the Act, LLC, Phoenix and Premier have approved, adopted, certified, executed and acknowledged an Agreement and Plan of Merger, dated June 30,1999, by and among LLC, Phoenix and Premier (the “Plan”) pursuant to which LLC and Phoenix will merge with and into Premier (the “Merger”).

3. Premier, a Delaware corporation, will be the entity surviving the Merger.

4. The certificate of incorporation of Premier will be the certificate of incorporation of the surviving entity, provided that the First Article of the certificate of incorporation is amended to read as follows:

The name of the company is “OSI Sports Marketing, Inc.”

5. The Merger shall be effective on the date and at the time of filing of both the Certificate of Merger with the State of Delaware and the Articles of Merger with the State of Arizona.

6. The executed Agreement and Plan of Merger is on file at Premier’s principal place of business located at 2400 E. Arizona Biltmore Circle, Bldg. 2, Suite 1270, Phoenix, AZ 85016.

7. A copy of the Agreement and Plan of Merger will be furnished by Premier on request and without cost to any member of any constituent entity.

8. Premier agrees that it may be served with process in Arizona, in an action, suit or proceeding for the enforcement of any obligation of LLC or Phoenix and for the enforcement of any obligation of Premier arising from the Merger.

9. Premier irrevocably appoints the Arizona corporate commission as its agent to accept service of process in any action, suit or proceeding described in Article 8. The commission shall mail a copy of any process to Premier’s principle place of business at 2400 E. Arizona Biltmore Circle, Bldg. 2, Suite 1270, Phoenix, AZ 85016.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

2

IN WITNESS WHEREOF, Premier, Phoenix and LLC have caused this Certificate to be executed in their respective names by the duly authorized managers of LLC and Phoenix and a duly authorized officer of Premier, as of the 30 day of June, 1999.

PREMIER SPORTS MARKETING, INC.
By:
Name:	WILLIAM S. LEVINE
Title:	CHAIRMAN
PREMIER SPORTS MARKETING, LLC, by its manager PREMIER SPORTS MARKETING, INC.
By:
Name:	WILLIAM S. LEVINE
Title:	CHAIRMAN
PHOENIX PRODUCT GROUP, LLC by its manager PREMIER SPORTS MARKETING, LLC, by its manager PREMIER SPORTS MARKETING, INC.
By:
	Name:	WILLIAM S. LEVINE
	Title:	CHAIRMAN

3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

PRO-SERVE MARKETING, INC.

Pro-Serve Marketing, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), DOES HEREBY CERTIFY THAT:

FIRST:

The Certificate of Incorporation of the Company (the “Certificate”) is amended as follows:

The name of the Company shall be changed to “Premier Sports Marketing, Inc.”

SECOND:

The foregoing amendment to the Certificate has been duly approved by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware.

THIRD:

The foregoing amendment to the Certificate has been duly consented to and approved by the required vote of the stockholders of the Company in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this Certificate has been subscribed this 25^th day of March, 1991 by the undersigned, thereunto duly authorized.

ATTEST:
Leone G. Pugh	Terry D. Pugh
Secretary	President and Chief Financial Officer

CERTIFICATE OF INCORPORATION OF PRO-SERVE MARKETING, INC.

FIRST: The name of this corporation is Pro-Serve Marketing, Inc.

SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation is authorized to issue One Thousand (1,000) shares of Common Stock, no par value.

FIFTH: The name and mailing address of the incorporator are as follows:

David A. Rosenthal

Manwell & Wes

425 California Street, Suite 1301

San Francisco, California 94104

I, THE UNDERSIGNED INCORPORATOR, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 17th day of March 1986.

David A. Rosenthal

Incorporator

I declare that I am the person who executed the foregoing Certificate of Incorporation and said instrument is my act and deed.

Executed this 17th day of March 1986, at San Francisco, California.

David A. Rosenthal

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/14/1999

991287974 - 2086110

CERTIFICATE OF MERGER

OF

PREMIER SPORTS MARKETING, LLC

and

PHOENIX PRODUCT GROUP, LLC

WITH AND INTO

PREMIER SPORTS MARKETING, INC.

Pursuant to the provisions of Section 264 of the General Corporation Law of the State of Delaware (“Code”) and Section 29-754 of the Arizona Limited Liability Company Act (“Act”), Premier Sports Marketing, LLC, an Arizona limited liability company (“LLC”), Phoenix Product Group, LLC, an Arizona limited liability corporation, (“Phoenix”) and Premier Sports Marketing, Inc., a Delaware corporation (“Premier”), hereby execute the following Certificate of Merger on behalf of LLC, Phoenix and Premier:

1. The name and state of domicile of each of the constituent entities are Premier Sports Marketing, LLC, and Arizona limited liability company, Phoenix Product Group, LLC, and Arizona limited liability company and Premier Sports Marketing, Inc., a Delaware corporation.

2. In accordance with Section 264(c)(2) of the Code and Section 29-752(B) of the Act, LLC, Phoenix and Premier have approved, adopted, certified, executed and acknowledged an Agreement and Plan of Merger, dated June 30, 1999, by and among LLC, Phoenix and Premier (the “Plan”) pursuant to which LLC and Phoenix will merge with and into Premier (the “Merger”).

3. Premier, a Delaware corporation, will be the entity surviving the Merger.

4. The certificate of incorporation of Premier will be the certificate of incorporation of the surviving entity, provided that the First Article of the certificate of incorporation is amended to read as follows:

The name of the company is “OSI Sports Marketing, Inc.”

5. The Merger shall be effective on the date and at the time of filing of both the Certificate of Merger with the State of Delaware and the Articles of Merger with the State of Arizona.

6. The executed Agreement and Plan of Merger is on file at Premier’s principal place of business located at 2400 E. Arizona Biltmore Circle, Bldg. 2, Suite 1270, Phoenix, AZ 85016.

7. A copy of the Agreement and Plan of Merger will be furnished by Premier on request and without cost to any member of any constituent entity.

8. Premier agrees that it may be served with process in Arizona in an action, suit or proceeding for the enforcement of any obligation of LLC or Phoenix and for the enforcement of any obligation of Premier arising from the Merger.

9. Premier irrevocably appoints the Arizona corporate commission as its agent to accept service of process in any action, suit or proceeding described in Article 8. The commission shall mail a copy of any process to Premier’s principle place of business at 2400 E. Arizona Biltmore Circle, Bldg. 2, Suite 1270, Phoenix, AZ 85016.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

2

IN WITNESS WHEREOF, Premier, Phoenix and LLC have caused this Certificate to be executed in their respective names by the duly authorized managers of LLC and Phoenix and a duly authorized officer of Premier, as of the 30 day of June, 1999.

PREMIER SPORTS MARKETING, INC.
By:
Name:	WILLIAM S. LEVINE
Title:	CHAIRMAN
PREMIER SPORTS MARKETING, LLC, by its manager PREMIER SPORTS MARKETING, INC.
By:
Name:	WILLIAM S. LEVINE
Title:	CHAIRMAN
PHOENIX PRODUCT GROUP, LLC by its manager PREMIER SPORTS MARKETING, LLC, by its manager PREMIER SPORTS MARKETING, INC.
By:
	Name:	WILLIAM S. LEVINE
	Title:	CHAIRMAN

3

Attorneys	Telephone:	(404) 572-6600
16th Floor	Fax:	(404) 572-6999
191 Peachtree Street	Internet:	www.pgfm.com
Atlanta, GA 30303

This message may contain confidential information under the attorney-client privilege or is otherwise not subject to disclosure. If you are not the intended recipient or the employee or agent responsible for delivering the message to the intended recipient, any use of this information is prohibited. If you have received this communication in error, please notify us immediately.

FACSIMILE TRANSMISSION COVER SHEET			Date:	July 29, 1999
To:	Mr. Bill M. Beverage		Fax #	602-278-2521
	Outdoor Systems, Inc. (602-246-9569)
From:	Ms. Laverne K. Calvert, Paralegal	Sender’s Direct Fax # N/A
		Sender’s e-mail address: lcalvert@pgfm.com
		Sender’s Direct Dial # 404-572-4533
Our File # D05031.0001		Attorney # 3171

Total Pages (Including This Page): 6

Please notify Laverne K. Calvert at 404-572-4533 if all pages are not received properly

COMMENTS:

Re: Merger of Phoenix Product, LLC, and Premier Sports Marketing, LLC, with and into Premier Sports Marketing, Inc. with name change to OSI Sports Marketing, Inc. - Effective Date: July 15, 1999

As requested, attached is evidence of the Delaware filing on July 14, 1999 of the merger/name change, together with a fax from CSC confirming the filing in Arizona on July 15, 1999.

Please note that, pursuant to the terms of the Certificate/Articles of Merger, the effective date of the merger/name change is the date of the latter filing (i.e., filing in Arizona on July 15, 1999).

Call if you have any questions. Thanks. /Laverne

CSC- Tallahassee 1201 Hays Street Tallahassee, FL 32301-2636 800-342-8086 850-521-1010 Fax

Matter#    PREMIER Order#    306363 - 010 Order Date    07/14/1999

Entity Name:	PREMIER SPORTS MARKETING, INC.
Jurisdiction:	Arizona- Corporation Commission Corporate Filings Division
Request for:	Merger
Result:	Filed    File Date:  07/15/1999

Thank you for using CSC. If you have any questions concerning these order results, please feel free to contact us.

Harry Davis

hdavis@cscinfo.com

800-342-8086

Ordered by Laverne Calvert, Legal Asst at POWELL GOLDSTEIN FRAZER & MURPHY

CERTIFICATE OF INCORPORATION OF PRO-SERVE MARKETING, INC.

FIRST: The name of this corporation is Pro-Serve Marketing, Inc.

SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation is authorized to issue One Thousand (1,000) shares of Common Stock, no par value.

FIFTH: The name and mailing address of the incorporator are as follows:

David A. Rosenthal

Manwell & Wes

425 California Street, Suite 1301

San Francisco, California 94104

I, THE UNDERSIGNED INCORPORATOR. for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 17th day of March 1986.

David A. Rosenthal

Incorporator

I declare that I am the person who executed the foregoing Certificate of Incorporation and said instrument is my act and deed.

Executed this 17th day of March 1986, at San Francisco, California.

David A. Rosenthal

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/01/1991

910915122 - 2086110

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

PRO-SERVE MARKETING, INC.

Pro-Serve Marketing, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), DOES HEREBY CERTIFY THAT:

FIRST:

The Certificate of Incorporation of the Company (the “Certificate”) is amended as follows:

The name of the Company shall be changed to “Premier Sports Marketing, Inc.”

SECOND:

The foregoing amendment to the Certificate has been duly approved by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware.

THIRD:

The foregoing amendment to the Certificate has been duly consented to and approved by the required vote of the stockholders of the Company in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this Certificate has been subscribed this 25^th day of March, 1991 by the undersigned, thereunto duly authorized.

ATTEST:
Leone G. Pugh	Terry D. Pugh
Secretary	President and Chief Financial Officer

25641000013038
This is your Washington Corporation or LLC License.
This is not a Washington Business License.
C/O CORPORATION SERVICE COMPANY 300 DESCHUTES WAY SW STE 304 TUMWATER WA 98501 Detach before posting 000176
State of Washington
Business Licensing Service
Office of the Secretary of State
Corporations Division
LEGAL ENTITY REGISTRATION
Unified Business ID #: 601 974 814
Business ID #: 1
Expires: 08-31-2015
CBS COLLEGIATE SPORTS PROPERTIES INC.
300 DESCHUTES WAY SW STE 304
TUMWATER WA 98501
Foreign Profit Corporation
Renewed by Authority of Secretary of State
By accepting this document the licensee certifies that information provided on the renewal was complete, true, and accurate to the best of his or her knowledge, and that the company will stay in compliance with all applicable Washington State regulations.
Director, Department of Revenue
UBI NO.
601 974 814 1 EXPIRATION
08-31-2015
Please tear off this section and keep it with your records.
CBS COLLEGIATE SPORTS PROPERTIES INC. 300 DESCHUTES WAY SW STE 304 TUMWATER WA 98501
Note: This is not a Washington business license. The expiration date indicates when you will need to renew your corporation, limited liability company or Massachusetts trust in Washington State.
You may renew again at business.wa.gov/BLS after March 1, 2015.
Use the new password: P968 3S76. For security purposes the password changes each year after you renew.
Please read the information printed on the back side of this document. For business license information go to business.wa.gov/BLS or 1-800-451-7985.

This document is not a business license. It is a renewal of your status as a corporation, limited liability company or a Massachusetts trust.

Please contact the Office of the Secretary of State if you have any questions regarding the status of your corporation, limited liability company or Massachusetts trust.

Corporations Division

Office of the Secretary of State

PO Box 40234

Olympia WA 98504-0234

Telephone: (360) 725-0377

Website: www.sos.wa.gov

Changes

The address appearing on this document is the registered agent’s address. To change the agent or agent’s address you can download the Statement of Change of Registered Agent/Office form at the Office of the Secretary of State’s website.

Business licensing

You may be required to apply for business licenses with the Department of Revenue or other state agencies before you can legally operate a business as a corporation, limited liability company, or Massachusetts trust.

In addition, if your business will operate under any names different from the names on this document, you must register them as trade names with the Department of Revenue.

To get licensing information and forms, visit business.wa.gov/BLS. If you have questions about business licensing or registering trade names, please contact:

State of Washington

Business Licensing Service

PO Box 47475

Olympia WA 98507-7475

Telephone: 1-800-451-7985

Fax: (360) 705-6699

For assistance or to request this document in an alternate format, visit http://business.wa.gov/BLS or call 1-800-451-7985.

Teletype (TTY) users may use the Washington Relay Service by calling 711.

BLS-700-108 (01/30/14)

EX-3.56

Exhibit 3.56

Adopted: June 7, 2005

CBS COLLEGIATE SPORTS PROPERTIES INC.

(a Delaware Corporation)

* * * * * *

BY-LAWS

* * * * * *

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, and State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting. Meetings of the stockholders of the Corporation shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Meeting. Written notice of all meetings of the stockholders of the Corporation stating the place, date, and hour of the meeting shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 3. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares

registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced at the time and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Annual Meeting. Annual meetings of stockholders shall be held at a date, time and place as shall be fixed by resolution of the Board of Directors and as shall be stated in the notice of meeting, for the election of a Board of Directors and for the transaction of such other business as may properly be brought before the meeting.

Section 5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may be called by the President and shall be called by the President and Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Agenda. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting

from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Votes Required for Election of Directors and Other Actions. At every meeting of the stockholders, each stockholder shall be entitled to one vote for each share of voting stock standing in his name on the books of the Corporation on the record date for the meeting. Except as otherwise provided in these By-laws, all elections and questions shall be decided by the vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote at the meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. No proxy shall be voted or acted upon after three years from its date unless the proxy provides for a longer period.

Section 9. Action Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by law or these By-laws to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation as required by law. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not so consented in writing.

Section 10. Participation Other Than in Person. Stockholders may participate in a meeting of such stockholders by means of conference telephone or similar communications equipment in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

ARTICLE III

DIRECTORS

Section 1. Number of Directors. The number of Directors which shall constitute the whole Board shall be not less than one nor more than fifteen. The first Board shall consist of three Directors. Thereafter, within the limits above specified, the number of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting. The Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each Director elected shall hold office until the next annual election and until a successor is elected and qualified or until the Director’s earlier resignation or removal. Any Director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 2. Vacancies. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and any Director so chosen shall hold office until the next annual election and until a successor is duly elected and shall qualify or until the Director’s earlier resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.

Section 3. Powers. The business of the Corporation shall be managed by its Board of Directors which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be executed or done by the stockholders.

Section 4. Removal. Directors may be removed with cause by a majority of the Board of Directors, and may be removed by the holders of a majority of the stock with or without cause at a duly called meeting at which a quorum is present and acting or by written consent in lieu of meeting of a majority of the stock having voting power.

Section 5. Meetings. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolutions of the Board of Directors or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors. Special meetings may be held at any time upon the call of the Chairman of the Board, the President, or Vice President and shall be so called at the request of any one Director by telephonic, facsimile or written notice duly served on or sent or mailed to each Director not less than one day before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of regular meetings of the Board of Directors. Meetings may be held at any time without notice if all the Directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing. A notice or waiver of notice need not specify the purpose of any meeting of the Board of Directors.

Section 6. Quorum. At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors

present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors.

Section 8. Participation Other Than in Person. The members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

Section 9. Committees of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any power or authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 10. Compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing Committees may be allowed like compensation for attending Committee meetings.

ARTICLE IV

OFFICERS

Section 1. Officers, Titles, Elections, Term. The elected officers of the Corporation shall be a President, a Vice President, a Treasurer and a Secretary, and such other officers as the Board of Directors shall deem advisable. The officers shall be elected by the Board of Directors at its annual meeting following the annual meeting of the stockholders, to serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently, except for the positions of President and Secretary of the Corporation, which may not be held by the same person.

Section 2. Officers’ Power to Delegate Authority. Each of the officers of the Corporation at the level of Vice President or above, as well as the Treasurer, is authorized to delegate his or her respective signature authority granted by the Corporation’s Certificate of Incorporation, By-laws, and laws of the General Corporation Law of the State of Delaware by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Board of Directors, by resolution passed by a majority of Directors, specifically allows the

officer or officers the right to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

Section 3. Duties

(a) Chairman of the Board. The Chairman of the Board, if any shall be elected, shall preside at all meetings of the Board of Directors and of stockholders and shall have such other functions, authority and duties as customarily appertain to the office of the Chairman of a business corporation or as may be prescribed by the Board of Directors. The Chairman of the Board shall have the authority to execute and deliver on behalf of the Corporation all instruments, documents, certificates or contracts to the same extent as the President.

(b) President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the stockholders and of the Board of Directors, unless a Chairman of the Board shall have been elected and is present. He or she shall have the authority to execute and deliver on behalf of the Corporation all instruments, documents, certificates or contracts, and shall see that all orders and resolutions of the Board of Directors are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

(c) Vice President. The Vice-President shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(d) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Corporation; (2) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; (3) deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected by resolution of the Board of Directors; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Corporation, and make, execute and deliver, under the seal of the Corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Corporation may own stock, and to execute on behalf of the Corporation a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Chief Financial Officer of the Corporation shall have all of the powers granted to the Treasurer under these By-laws.

(e) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

(f) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the stockholders, the Board of Directors, and all committees, if any, of which a secretary shall not

have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of these By-laws and as required by law; (3) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal, is duly authorized; (4) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (5) have general charge of stock transfer books of the Corporation; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

(g) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

(h) Appointed Officers. In addition to the corporate officers elected by the Board of Directors pursuant to this Article IV, the Chairman, if any shall have been elected, and the President may, from time to time, appoint one or more other persons as appointed officers who shall not be deemed to be corporate officers, but may, respectively, be designated with such titles as the Chairman or President may deem appropriate. The Chairman or President may prescribe the powers to be exercised and the duties to be performed by each such appointed officer, may designate the term for which each such appointment is made, and may, from time to time, terminate any or all of such appointments. Such appointments and termination of appointments shall be reported to the Board of Directors.

Section 4. Authorization of Action of Corporation as Stockholder or Member of Another Entity. Subject to any limitations of authority adopted by the Board of Directors of

the Corporation or the Board of Directors of the direct or indirect parent company of the Corporation, the President, any Vice President, or the Treasurer may authorize and take actions on behalf of the Corporation in its capacity as stockholder or member of any other corporation, limited liability company, partnership, joint venture or other entity or association in which it holds an interest, by executing documents requiring the approval of the stockholder or member corporation on its behalf as an officer and authorized signatory of the Corporation.

Section 5. Bonding. The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

Section 6. Officers Subject to Board. All officers shall be subject to the supervision and direction of the Board. The authority, duties, or responsibilities of any officer of the Corporation may be suspended by the Chairman or the President with or without cause and any officer elected or appointed by the Board may be removed by the Board with or without cause. Any vacancy occurring in any office, unless such office shall be abolished by the Board, shall be filled at any regular or special meeting of the Board.

Section 7. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors.

ARTICLE V

INDEMNIFICATION OF DIRECTORS,

OFFICERS AND OTHERS

The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), indemnify any and all persons (and his or her heirs, executors or administrators)

who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a stockholder, director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to a person who is or who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person; provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding.

ARTICLE VI

NOTICES

Whenever any notice of the time, place or purpose of any meeting of the stockholders, Directors or a committee is required to be given under the law of the State of

Delaware, the Certificate of Incorporation or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice whether before or after the holding thereof, or actual attendance at the meeting in person or, in the case of any stockholder, by his attorney-in-fact, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE VII

STOCK AND CERTIFICATES

Section 1. Form. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or President or Vice President, and any Treasurer or Assistant Treasurer, or Secretary or Assistant Secretary of the Corporation, certifying the number of shares owned by the stockholder in the Corporation. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee or (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such

class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights.

Section 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon such terms and conditions as it may deem advisable and as may be permitted by applicable law.

Section 3. Transfers. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by power of attorney duly executed, witnessed, and filed with the Secretary of the Corporation or other proper officer of the Corporation, and upon surrender and cancellation of a certificate or certificates for a like number of shares of the same class of stock with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as the Corporation or its agents may reasonably require. No transfer of stock other than on the records of the Corporation shall be valid except between the parties thereto until such transfer shall have been made upon the records of the Corporation.

Section 4. Registered Stockholders. The Corporation shall be entitled to treat the person in whose name any share, right, option, warrant, security, or other obligation is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such share, right, option, warrant, security, or other obligation on the part of any other person whether or not the Corporation shall have express or other notice thereof except as otherwise provided by the laws of Delaware.

Section 5. Fixing Record Date. In order that the Corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any

adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise arty rights in respect of any change, conversion, or exchange of stock or of any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than sixty nor less than ten days before the date of such meeting or other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared pursuant to law by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, property, or shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation.

Section 2. Reserves. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be adopted by the Board of Directors.

Section 4. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX

AMENDMENTS

The By-Laws of the Corporation may be altered, amended, or repealed and new By-Laws not inconsistent with law or any provision of the Certificate of Incorporation, as amended, may be adopted by action of the Board of Directors.

* * * * * *

EX-3.57

Exhibit 3.57

RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER TRANSPORTATION ADVERTISING, LLC

Under Section 214 of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner Transportation Advertising, LLC. The name the Company was originally organized under was Van Wagner Transportation Advertising LLC.

SECOND: The date of filing of the articles of organization is October 10, 2006.

THIRD: The articles of organization are hereby restated with amendment to effect one or more of the amendments authorized by this chapter.

(A) Paragraph FIRST of the Articles of Organization dealing with the name of the Company.

(B) Paragraph FIFTH of the Articles of Organization dealing with the management of the Company.

(C) Paragraph SIXTH of the Articles of Organization dealing with limitations on managers’ or members’ authority to bind the Company.

(D) To add Paragraph EIGHTH to designate its Registered Agent

The text of the articles of organization is hereby restated as amended to read as follows:

FIRST: The name of the limited liability company is: OUTFRONT MEDIA TRANSPORTATION ADVERTISING LLC

SECOND: The county within this state in which the office of the limited liability company is to be located is the County of New York.

THIRD: The Company is not to have a specific date of dissolution.

FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is: Corporation Service Company, 80 State Street, Albany, NY 12207

FIFTH: The Company is to be managed by its sole member.

SIXTH: There are no limitations on the authority of the sole member of the Company to bind the Company.

SEVENTH: The Company shall have the power to indemnify, to the fullest extent permitted by the LLC Law, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

EIGHTH: The limited Liability Company hereby designates Corporation Service Company as its registered agent upon whom process against the limited liability company may be served. The street address of the registered agent is 80 State Street, Albany, NY 12207

IN WITNESS WHEREOF, this certificate has been subscribed this 17TH day of November, 2014, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

(signature)

Lisa M. Tanzi, Authorized Person

(name and capacity of signer)

	CERTIFICATE OF RESTATED ARTICLES OF ORGANIZATION OF VAN WAGNER TRANSPORTATION ADVERTISING, LLC Under Section 214 of the Limited Liability Company Law

Filed by:	Lisa M. Tanzi
	(Name)
	405 Lexington Avenue
	(Mailing address)
	New York, NY 10174
	(City, State and Zip code)

EX-3.58

Exhibit 3.58

AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA TRANSPORTATION ADVERTISING LLC

This Amended and Restated Operating Agreement of Outfront Media Transportation Advertising 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).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on October 10, 2006, in accordance with the provisions of the New York Code, and subsequently amended on November 20, 2014.

B. The Company entered into its operating agreement on October 17, 2006 (“Operating Agreement”).

C. The Company made a first amendment to the Operating Agreement on July 29, 2011.

D. The Member desires to amend and restate as set forth herein the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Transportation Advertising LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially

all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Transportation Advertising, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company has designated the Secretary of State as the Company’s registered agent within the State of New York and has additionally designated Corporation Service Company as an additional party to act as its registered agent and such additional party’s address is 80 State Street, Albany New York, 12207-2543. The registered agent may be changed from time to time by filing a Certificate of Change with the New York Department of State pursuant to Section 211-A of the New York Code.

4. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice

Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by

such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member, or officer of the Company, or is or was serving at the request of the Company as a stockholder, director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-3.59

Exhibit 3.59

New York State Department of State Division of Corporations, State Records and Uniform Commercial Code One Commerce Plaza, 99 Washington Avenue Albany, NY 12231 www.dos.ny.gov
CERTIFICATE OF AMENDMENT OF ARTICLES OF ORGANIZATION OF

OA VW LLC

(Insert Name of Domestic Limited Liability Company)

Under Section 211 of the Limited Liability Company Law

FIRST: The name of the limited liability company is:

OA VW LLC

If the name of the limited liability company has been changed, the name under which it was organized is: Van Wagner Communications, LLC

SECOND: The date of filing of the articles of organization is: 10/30/97

THIRD: The amendment effected by this certificate of amendment is as follows: (Set forth each amendment in a separate paragraph providing the subject matter and full text of each amended paragraph. For example, an amendment changing the name of the limited liability company would read as follows: Paragraph First of the Articles of Organization relating to the limited liability company name is hereby amended to read as follows: First: The name of the limited liability company is…. (new name) … )

Paragraph First of the Articles of Organization relating to

to the limited liability company name

is hereby amended to read as follows:

First: The name of the limited liability company is Outfront Media VW Communications LLC

Page 1 of 2

X		Capacity of signer (Check appropriate box):
(Signature)		¨  Member
Lisa Tanzi		¨  Manager
(Type or print name)		x  Authorized Person

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

OA VW LLC   (Insert Name of Domestic Limited Liability Company)   Under Section 211 of the Limited Liability Company Law

Filed by:	Lisa Tanzi
	(Name)
	405 Lexington Avenue
	(Mailing address)
	NY NY 10174
	(City, State and Zip code)

NOTE: This form was prepared by the New York State Department of State for filing a certificate of amendment of a domestic limited liability company. It does not contain all optional provisions under the law. You are not required to use this form. You may draft your own form or use forms available at legal supply stores. The Department of State recommends that legal documents be prepared under the guidance of an attorney. The certificate must be submitted with a $60 filing fee made payable to the Department of State.

(For office use only.)

Page 2 of 2

RESTATED ARTICLES OF ORGANIZATION

OF

VAN WAGNER COMMUNICATIONS, LLC

Under Section 214 of the Limited Liability Company Law

FIRST: The name of the limited liability company is: Van Wagner Communications, LLC

SECOND: The date of filing of the articles of organization is October 30, 1997.

THIRD: The articles of organization are hereby restated with amendment to effect one or more of the amendments authorized by this chapter.

(A) Paragraph FIRST of the Articles of Organization dealing with the name of the Company.

(B) Paragraph FOURTH of the Articles of Organization dealing with the post office address.

(C) Paragraph FIFTH of the Articles of Organization dealing with the management of the Company.

(D) Paragraph SIXTH of the Articles of Organization dealing with limitations on managers’ or members’ authority to bind the Company.                                         

The text of the articles of organization is hereby restated as amended to read as follows:

FIRST: The name of the limited liability company is: OA VW LLC

SECOND: The county within this state in which the office of the limited liability company is to be located is the County of New York.                     

THIRD: The Company is not to have a specific date of dissolution.

FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her is: c/o OA VW LLC, 405 Lexington Avenue, NY, NY 10174.

FIFTH: The Company is to be managed by its sole member.

SIXTH: There are no limitations on the authority of the sole member of the Company to bind the Company.

IN WITNESS WHEREOF, this certificate has been subscribed this 1st day of October, 2014, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

(signature)

Vice President and Assistant Secretary/Authorized Person

(name and capacity of signer)

  RESTATED ARTICLES OF ORGANIZATION   OF   VAN WAGNER COMMUNICATIONS, LLC   UNDER SECTION 214 OF THE LIMITED LIABILITY COMPANY LAW

FILED BY:

Van Wagner Communications, LLC

800 Third Avenue

New York, NY 10022

DRAWDOWN

DELANEY - 30

EX-3.60

Exhibit 3.60

FIRST AMENDMENT TO THE

FOURTH AMENDED AND RESTATED

OPERATING AGREEMENT

OF

OA VW LLC

This First Amendment (this “Amendment”) to the Fourth Amended and Restated Operating Agreement of OA VW LLC (the “Company”) dated as of July 16, 2014 (“Agreement”) is entered into by the Sole Member, CBS Outdoor LLC, effective as of November 20, 2014.

1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

2. Article I, Definitions, the term company shall be amended and restated as: “Company” shall mean Outfront Media VW Communications LLC, a New York limited liability company.

3. Article II, Section 1 is amended in its entirety and replaced as follows:

“1. Name. The name of the Company is Outfront Media VW Communications LLC, a New York limited liability company.”

4. Except as otherwise provided herein, the Agreement shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement effective as of the date first written above.

CBS OUTDOOR LLC, as sole member
By:	/s/ Richard H. Sauer
Name:	Richard H. Sauer
Title:	Executive Vice President, General Counsel & Secretary

FOURTH AMENDED AND RESTATED OPERATING AGREEMENT

OF

OA VW LLC

This Fourth Amended and Restated Operating Agreement of OA VW LLC (the “Company”), a New York limited liability company, is made and entered into as of October 1, 2014 by CBS Outdoor LLC, a Delaware limited liability company (the “Member”), in accordance with the terms of this Agreement and the New York Code (as hereinafter defined).

RECITALS

A. The Articles of Organization of the Company were filed with the New York Department of State on October 30, 1997, in accordance with the provisions of the New York Code, under the Company’s previous name Van Wagner Communications, LLC.

B. The Member desires to amended and restate the Third Amended and Restated Operating Agreement of the Company dated June 27, 2006, to set forth herein the manner in which such limited liability company shall be governed and operated.

AGREEMENT

Intending to be legally bound hereby, the Member adopts this Fourth Amended and Restated Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Fourth Amended and Restated Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean OA VW LLC, a New York limited liability company.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially

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all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“New York Code” shall mean the Limited Liability Company Law of the New York Consolidated Laws, et. seq., as the same may be amended from time to time.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is OA VW LLC, a New York limited liability company.

2. Business or Mailing Address of the Company. The principal place of business and mailing address of the Company is 405 Lexington Avenue, New York, NY 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Term. The term of the Company commenced on the date the Articles of Organization were filed with the New York Department of State and shall continue until terminated in accordance with the provisions of this Agreement or the New York Code.

4. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

5. Amendment. This Agreement amends and supercedes the Third Amended and Restated Operating Agreement of the Company dated June 27, 2006 in its entirety, including all amendments thereto.

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ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member is as follows:

Name	Address
CBS Outdoor LLC	405 Lexington Avenue, New York, NY 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

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ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the New York Code.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the New York Code.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a New York corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

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b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a. and 4.b. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

5

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, and Other Agents. The Company shall, to the fullest extent permitted by the New York Code, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a director, manager, member, or officer of the Company, or is or was serving at the request of the Company as a stockholder,

6

director, manager, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the New York Code and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by Section 508 of the New York Code or other applicable law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member, the dissolution or bankruptcy of the Member, or as otherwise provided under Section 701 of the New York Code.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the New York Code.

7

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the New York Department of State in accordance with Section 705 of the New York Code.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of New York Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of New York, and specifically the New York Code.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

8

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company; other than, for the avoidance of doubt, if such creditor becomes the Member hereunder.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[Signature page follows.]

9

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

CBS OUTDOOR LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

[Signature Page – OA VW LLC Fourth A&R Operating Agreement]

EX-3.61

Exhibit 3.61

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:49 AM 11/20/2014

FILED 08:00 AM 11/20/2014

SRV 141434236 – 3066328 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Van Wagner/Wall to Wall, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is Outfront Media Wall to Wall LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14^th day of November, A.D. 2014.

By:
	Authorized Person(s)

Name:	Lisa Tanzi
	Print or Type

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/06/1999

991276573 – 3066328

CERTIFICATE OF FORMATION

OF

VAN WAGNER/WALL TO WALL, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act” (the “Act”)), hereby certifies that:

FIRST: The name of the limited liability company (the “Company”) is Van Wagner/Wall to Wall, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the Company required to be maintained by Section 18-104 of the Delaware Limited Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of July 6, 1999.

/s/ Rosette Tyler

Rosette Tyler

Authorized Person

1

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION

OF

VAN WAGNER/WALL TO WALL, LLC

VAN WAGNER/WALL TO WALL, LLC (hereinafter called the “company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

1. The name of the limited liability company is: VAN WAGNER/WALL TO WALL, LLC.

2. The Certificate of Formation of the domestic limited liability company is hereby amended to change the name and address of the registered agent and the address of the registered office within the State of Delaware as follows:

National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover, Delaware 19904

County of Kent

Executed on November 1 2006.

/s/ Steven S. Pretsfelder

Steven S. Pretsfelder, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:18 PM 11/02/2006

FILED 01:10 PM 11/02/2006

SRV 061007819 - 3066328 FILE

EX-3.62

Exhibit 3.62

THIRD AMENDED AND RESTATED OPERATING AGREEMENT

OF

OUTFRONT MEDIA WALL TO WALL LLC

This Third Amended and Restated Operating Agreement of Outfront Media Wall to Wall LLC (the “Company”), a Delaware limited liability company, is made and entered into as of November 20, 2014 by Outfront Media VW Communications LLC, fka OA VW LLC (the “Member”), a New York corporation, in accordance with the terms of this Agreement and the Delaware Act (as hereinafter defined).

WITNESSETH:

WHEREAS, the Certificate of Formation of the Company was filed with the Secretary of State of Delaware on July 6, 1999, in accordance with the provisions of the Delaware Act; and

WHEREAS, the Company amended and restated is operating agreement on August 1, 2006 (the “Second Amended and Restated Operating Agreement”);

WHEREAS, the Company had a first amendment to its Second Amended and Restated Operating Agreement on July 29, 2011;

WHEREAS, the Member desires to set forth herein the manner in which such limited liability company shall be governed and operated;

NOW, THEREFORE, the Member, intending to be legally bound hereby, adopts this Operating Agreement as the operating agreement of the Company.

ARTICLE I

DEFINITIONS

The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

“Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

“Capital Contribution” shall mean the total amount of money or the net fair market value of property contributed by the Member to the Company pursuant to the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Company” shall mean Outfront Media Wall to Wall LLC, a Delaware limited liability company.

“Delaware Act” shall mean the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101, et. seq., as same may be amended from time to time.

“Distributable Cash” shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company’s property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company’s business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from the Member, and (z) all funds set aside during such period for the creation or addition to such reserves as the Member may elect.

“Fiscal Year” shall mean the annual accounting period specified in Article IX.1 hereof.

“Liquidating Trustee” shall mean the Member or such other Person appointed the Member to act in the capacity provided in Article X hereof.

“Membership Interest” shall mean the Member’s entire interest in the Company.

“Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

“Regulations” shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ORGANIZATIONAL MATTERS

1. Name. The name of the Company is Outfront Media Wall to Wall LLC, a Delaware limited liability company.

2. Business or Mailing Address of the Company. The business or mailing address of the Company is 405 Lexington Avenue, New York, New York 10174. The Company may locate its places of business and registered office at any other place or places as the Member may from time to time elect.

3. Registered Office and Registered Agent. The Company’s initial registered agent within the State of Delaware is Corporation Service Company and the registered office of the Company within the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Delaware Act and the applicable rules promulgated thereunder.

4. Term. The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue until terminated in accordance with the provisions of this Agreement or the Delaware Act.

5. Tax Status. The Company shall be treated as an entity that is disregarded as an entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III

BUSINESS OF COMPANY

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and to engage in any and all activities necessary or incidental to the foregoing.

ARTICLE IV

NAME AND ADDRESS OF THE MEMBER

The name and address of the Member are as follows:

Name	Address
OUTFRONT MEDIA VW COMMUNICATIONS LLC	405 Lexington Avenue, New York, New York 10174

ARTICLE V

CONTRIBUTIONS TO THE COMPANY

1. Third-Party Loans. In the event that the Member shall determine, at any time and from time to time, that the Company requires additional funds, the Member shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Member may elect.

2. Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.

3. Additional Capital Contributions. The Member shall have the right to make additional Capital Contributions to the Company.

4. Withdrawal or Reduction of the Member’s Contributions to Capital.

a. The Member shall not receive out of the Company’s property any part of the Member’s Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

b. The Member, irrespective of the nature of the Member’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. The Member shall not be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of the Member shall not be considered as a liability of the Company.

ARTICLE VI

DISTRIBUTIONS

1. Distributions. The Distributable Cash of the Company shall be distributed to the Member at the times and in the aggregate amounts determined by the Member.

2. Dissolution. Notwithstanding Article VI.1 hereof, upon dissolution of the Company as provided in Article X.1 hereof, all distributions occurring thereafter shall be made in accordance with Article X.3.

3. Limitation Upon Distributions. No distributions shall be made to the Member if prohibited by the Delaware Act.

4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Member shall be treated as amounts distributed to the Member pursuant to this Article VI for all purposes under this Agreement.

ARTICLE VII

MANAGEMENT

1. Management. The business and affairs of the Company shall be managed by the Member in its capacity as the sole member of the Company. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

2. Liability for Certain Acts. The Member shall act in such a manner as the Member believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The Member is not liable to the Company for any action taken in managing the business or affairs of the Company if the Member performs its duties in compliance with the standards contained in this Article VII.2 and the Delaware Act.

3. Bank Accounts. The Member may from time to time open bank accounts in the name of the Company.

4. Power and Authority of the Officers.

a. The Member may elect officers of the Company who shall have such powers as are usually exercised by comparably designated officers of a Delaware corporation and who shall have the power to bind the Company through the exercise of such powers to the extent consistent with their respective position, any applicable limits of authority and the terms hereof.

b. Officers, Titles, Elections, Term. If the Member chooses to elect officers, it may elect one or more officers, which may include, a President, one or more Vice Presidents, a Treasurer and a Secretary, and such other officers as the Member shall deem advisable. The officers shall be elected by the Member to serve at its pleasure or otherwise as shall be specified by the Member at the time of such election and until their successors are elected and qualified. Two or more offices may be held by the same person concurrently.

c. Duties of Officers. Subject to the provisions of Article VII, Subsections 4.a., 4.b. and 4.c. herein above stated, the officers of the Company, if elected, shall have the following duties:

(i) President. The President shall be the principal executive officer of the Company and, subject to the control of the Member, shall supervise and control all the business and affairs of the Company. He or she shall see that all orders and resolutions of the Member are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Member from time to time.

(ii) Vice President. The Vice-President(s) shall have such powers and perform such duties as may from time to time be assigned to him or her by the Member or the President. At the request of the President, or in his or her absence or disability, a Vice President shall perform all duties of the President, and so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

(iii) Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Company; (2) receive and give receipts for moneys due and payable to the Company from any source whatsoever; (3) deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected by resolution of the Member; (4) transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Company, and make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred; (5) exercise any or all rights and powers incident to the ownership of stock of any corporation in which the Company may own stock, and to execute on behalf of the Company a proxy or proxies empowering another or others to act as aforesaid; and (6) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Member. The Chief Financial Officer of the Company shall have all of the powers granted to the Treasurer under this Agreement.

(iv) Assistant Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer(s), if any shall be elected, shall perform the duties of the Treasurer, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Treasurer; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Treasurer or by the Member.

(v) Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Member and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provision of this Agreement and as required by law; (3) be custodian of the corporate records and of the seal of the Company and see that the seal of the Company is affixed to all documents, the execution of which on behalf of the Company under its seal, is duly authorized; (4) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (5) have general charge of membership interest transfer books of the Company; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the President or by the Member.

(vi) Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary(s), if any shall be elected, shall perform the duties of the Secretary, and so acting, shall have all of the powers of and be subject to all the restrictions placed upon the Secretary; and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President, by the Secretary or by the Member.

6. Delegation.

a. Delegation by Member. The Member may delegate such general or specific authority to the officers of the Company as it from time to time shall consider desirable, and the officers of the Company may, subject to any limitations imposed by the Member or any other applicable limits of authority imposed by the Company’s publicly-traded parent corporation, exercise the authority granted to them.

b. Delegation by Officers. Each of the elected officers of the Company at the level of Vice President or above, if such officers are elected, may delegate his or her respective signature authority granted by resolution of the Member by a writing (i) specifying the scope of the authority being delegated by the writing, (ii) identifying the delegate either by name or as the incumbent of a position, and (iii) advising the delegate that (a) he or she will have no authority to redelegate the signature authority being delegated, unless the Member, specifically allows the officer or officers the authority to redelegate the signature authority being delegated, and (b) none of the

authority that may be granted under this provision will constitute a delegation of, or change in, the limits of authority otherwise imposed on the specified officers or delegates or in any manner be permitted to operate in derogation of such limits of authority.

7. Indemnity of Members, Officers, Employees and Other Agents. The Company shall, to the fullest extent permitted by the Company’s publicly-traded direct or indirect parent, indemnify any and all persons (and his or her heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a member, officer, employee or agent of the Company, or is or was serving at the request of the Company as a stockholder, director, member, officer, partner, trustee, employee, or agent of another company, partnership, joint venture, trust or other enterprises, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. For purposes of this section, references to “other enterprises” shall include employee benefit plans, references to “other matters” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

8. Compensation. The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF MEMBER

1. Limitation on Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law.

2. No Liability for Company Obligations. The Member shall have no personal liability for any debts or losses of the Company beyond the Member’s Capital Contribution, except as provided by law, relating to liability for wrongful distributions.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

1. Accounting Period. The Company’s annual accounting period shall be the calendar year.

2. Tax Returns. The Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.

ARTICLE X

DISSOLUTION AND TERMINATION

1. Dissolution. The Company shall be dissolved upon the election of the Member or the dissolution or bankruptcy of the Member.

2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the Delaware Act. Upon dissolution, the Member shall file a statement of commencement of winding up pursuant to the Delaware Act and publish the notice permitted by the Delaware Act.

3. Winding Up, Liquidation and Distribution of Assets.

a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind.

c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Member.

4. Certificate of Termination. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a Certificate of Cancellation shall be executed and filed with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Delaware Act.

ARTICLE XI

MISCELLANEOUS PROVISIONS

1. Application of Delaware Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

2. Amendments. Any amendment to this Agreement shall be made in writing and signed by the Member.

3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

4. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

6. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

8. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned as of the date first written above.

OUTFRONT MEDIA VW COMMUNICATIONS LLC
By:	/s/ Richard H. Sauer
	Name:	Richard H. Sauer
	Title:	Executive Vice President, General Counsel & Secretary

EX-5.1

Exhibit 5.1

[Jones Day Letterhead]

December 22, 2014

Outfront Media Capital LLC

Outfront Media Capital Corporation

c/o OUTFRONT Media Inc.

405 Lexington Avenue, 17^th Floor

New York, New York 10174

Re: Registration Statement on Form S-4 Filed by Outfront Media Capital LLC and Outfront Media Capital Corporation Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as counsel for Outfront Media Capital LLC, a Delaware limited liability company, and Outfront Media Capital Corporation, a Delaware corporation (together, the “Companies”), the Parent Guarantor (as defined below) and the Subsidiary Guarantors (as defined below) in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $550,000,000 aggregate principal amount of 5.250% Senior Notes due 2022 (the “2022 Exchange Notes”), up to $400,000,000 aggregate principal amount of 5.625% Senior Notes due 2024 (the “2024 Exchange Notes”) and up to $450,000,000 aggregate principal amount of 5.875% Senior Notes due 2025 (the “2025 Exchange Notes” and, together with the 2022 Exchanges Notes and the 2024 Exchange Notes, the “Exchange Notes”) of the Companies for an equal principal amount of 5.250% Senior Notes due 2022 (the “2022 Outstanding Notes”), 5.625% Senior Notes due 2024 (the “2024 Outstanding Notes”) and 5.875% Senior Notes due 2025 of the Company (the “2025 Outstanding Notes” and, together with the 2022 Outstanding Notes and the 2024 Outstanding Notes, the “Outstanding Notes”), respectively, outstanding on the date hereof. The 2022 Outstanding Notes and the 2024 Outstanding Notes have been, and the 2022 Exchange Notes and the 2024 Exchanges Notes will be, issued pursuant to an Indenture, dated as of January 31, 2014, as supplemented by the First Supplemental Indenture, dated as of October 1, 2014, and the Second Supplemental Indenture, dated as of October 31, 2014 (as further amended, supplemented or otherwise modified, the “January Indenture”), by and among the Companies, OUTFRONT Media Inc., a Maryland corporation (the “Parent Guarantor”), as guarantor, the guarantors listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), Outdoor Inc., a Maryland corporation (collectively with the Parent Guarantor, the “Other Guarantors” and each an “Other Guarantor”), as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Other Guarantors and the Covered Guarantors are collectively referred to herein as the “Guarantors”. The 2022 Outstanding Notes and the 2024 Outstanding Notes are, and the 2022 Exchange Notes and the 2024 Exchange Notes will be, guaranteed (each, a “2022 Guarantee” and a “2024 Guarantee”,

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respectively) on a joint and several basis by the Guarantors. The 2025 Outstanding Notes have been, and the 2025 Exchange Notes will be, issued pursuant to an Indenture, dated as of October 1, 2014, as supplemented by the First Supplemental Indenture, dated as of October 31, 2014 (as further amended, supplemented or otherwise modified, the “October Indenture” and, together with the January Indenture, the “Indentures”), by and among the Companies, the Guarantors and the Trustee. The 2025 Outstanding Notes are, and the 2025 Exchange Notes will be, guaranteed (each, a “2025 Guarantee”) on a joint and several basis by the Guarantors.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1. The 2022 Exchange Notes, when they are executed by the Companies, authenticated by the Trustee in accordance with the January Indenture and issued and delivered in exchange for the 2022 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

2. The 2024 Exchange Notes, when they are executed by the Companies, authenticated by the Trustee in accordance with the January Indenture and issued and delivered in exchange for the 2024 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

3. The 2025 Exchange Notes, when they are executed by the Companies, authenticated by the Trustee in accordance with the October Indenture and issued and delivered in exchange for the 2025 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

4. The 2022 Guarantee of the 2022 Exchange Notes (each, a “2022 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 2022 Guarantee of the 2022 Outstanding Notes (each, a “2022 Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

5. The 2024 Guarantee of the 2024 Exchange Notes (each, a “2024 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 2024 Guarantee of the 2024 Outstanding Notes (each, a “2024 Outstanding Guarantee”) of that Covered Guarantor in accordance with the

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terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

6. The 2025 Guarantee of the 2025 Exchange Notes (each, a “2025 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 2025 Guarantee of the 2025 Outstanding Notes (each, a “2025 Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

7. The 2022 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 2022 Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

8. The 2024 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 2024 Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

9. The 2025 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 2025 Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indentures and that the Indentures are valid, binding and enforceable obligations of the Trustee and (ii) the 2022 Outstanding Notes, 2024 Outstanding Notes and 2025 Outstanding Notes have been duly authenticated by the Trustee in accordance with the applicable Indenture.

For the purposes of our opinions set forth in paragraphs 7 through 9 above, we have further assumed that (a) each of the Other Guarantors is a corporation existing and in good standing under the laws of the State of Maryland; (b) the Indentures, the 2022 Exchange Guarantees, the 2024 Exchange Guarantees and the 2025 Exchange Guarantees (i) have been authorized by all necessary corporate action of each of the Other Guarantors and (ii) have been executed and delivered by each of the Other Guarantors under the laws of the State of Maryland; and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indentures, the 2022 Exchange Guarantees, the 2024 Exchange Guarantees and the 2025 Exchange Guarantees by each of the Other Guarantors do not violate or conflict with the laws of the State of Maryland, the provisions of its articles of incorporation or bylaws, or any rule,

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regulation, order, decree, judgment, instrument or agreement binding upon or applicable to such Other Guarantor or its properties.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and the Guarantors. The opinions expressed herein are limited to (i) the laws of the State of New York and (ii) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Annex A

Name of Covered Guarantor	State of Incorporation or Organization
Century Prince Street, Inc.	New York
Fuel Outdoor LLC	New York
Fuel Outdoor Holdings LLC	Delaware
Fuel Outdoor San Francisco LLC	Delaware
Metro Fuel LLC	Delaware
Millennium Billboards L.L.C.	New York
Mizey Realty Co., Inc.	New York
Motion Pictures Promotions, LLC	New York
Outfront Media Boston LLC	New York
Outfront Media Bus Advertising LLC	New York
Outfront Media Chicago LLC	New York
Outfront Media City Lites LLC	New York
Outfront Media Electrical & Maintenance LLC	New York
Outfront Media Group LLC	Delaware
Outfront Media Kiosk Advertising LLC	New York
Outfront Media L.A. Inc.	Delaware
Outfront Media LLC	Delaware
Outfront Media Miami Holdings LLC	New York
Outfront Media Miami LLC	Delaware
Outfront Media Minnesota LLC	New York
Outfront Media Outernet Inc.	Delaware
Outfront Media San Francisco LLC	New York
Outfront Media Sign Erectors LLC	New York
Outfront Media Sports Inc.	Delaware
Outfront Media Transportation Advertising LLC	New York
Outfront Media VW Communications LLC	New York
Outfront Media Wall to Wall LLC	Delaware

EX-5.2

Exhibit 5.2

[LETTERHEAD OF VENABLE LLP]

December 22, 2014

OUTFRONT Media Inc.

405 Lexington Avenue, 17^th Floor

New York, New York 10174

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have served as Maryland counsel to OUTFRONT Media Inc., a Maryland corporation (the “Company”), and Outdoor Inc., a Maryland corporation (“Outdoor”), in connection with certain matters of Maryland law arising out of the filing of the above-referenced registration statement, and all amendments thereto (collectively, the “Registration Statement”), by the Company, Outdoor, 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”), and certain other parties listed on Schedule A thereto, with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), relating to the proposed issuance and offer to exchange up to $550,000,000 aggregate principal amount of the Issuers’ new 5.25% Senior Notes due 2022 (the “2022 Notes”), up to $400,000,000 aggregate principal amount of the Issuers’ new 5.625% Senior Notes due 2024 (the “2024 Notes”) and up to $450,000,000 aggregate principal amount of the Issuers’ new 5.875% Senior Notes due 2025 (the “2025 Notes” and, together with the 2022 Notes and the 2024 Notes, the “Exchange Securities”) for a like aggregate principal amount of outstanding 5.25% Senior Notes due 2022 (the “Original 2022 Securities”), 5.625% Senior Notes due 2024 (the “Original 2024 Securities”) and 5.875% Senior Notes due 2025 (the “Original 2025 Securities” and, together with the Original 2022 Securities and the Original 2024 Securities, the “Original Securities”), respectively, and the guarantees by the Company and Outdoor (the “Exchange Securities Guarantee”) of the obligations of the Issuers under the Exchange Securities. The Exchange Securities and the Exchange Securities Guarantee are to be issued pursuant to the Indentures (as defined below).

In connection with our representation of the Company and Outdoor, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement, and the related form of prospectus included therein, substantially in the form in which it was transmitted to the Commission under the 1933 Act, related to the offering and guarantee of the Exchange Securities;

2. The charter of the Company, certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

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3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. The charter of Outdoor, certified by the SDAT;

6. The Bylaws of Outdoor, certified as of the date hereof by an officer of Outdoor;

7. A certificate of the SDAT as to the good standing of Outdoor, dated as of a recent date;

8. Resolutions adopted by the Board of Directors of the Company relating to authorization of (a) the sale and issuance of the Original Securities, (b) the issuance of the Exchange Securities, (c) the guarantee of the Original Securities by the Company and (d) the Exchange Securities Guarantee, certified as of the date hereof by an officer of the Company;

9. Resolutions adopted by the Board of Directors of Outdoor relating to authorization of (a) the sale and issuance of the Original Securities, (b) the issuance of the Exchange Securities, (c) the guarantee of the Original Securities by Outdoor and (d) the Exchange Securities Guarantee, certified as of the date hereof by an officer of Outdoor;

10. The Indenture, dated as of January 31, 2014 (the “Existing Indenture”), by and among the Issuers, the Company, Outdoor, the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”);

11. The First Supplemental Indenture, dated as of October 1, 2014 (the “2022 Notes Supplemental Indenture” and, together with the Existing Indenture, the “2022 and 2024 Notes Indenture”), by and among the Issuers, the Company, Outdoor, the other guarantors party thereto and the Trustee;

12. The Indenture, dated as of October 1, 2014 (the “2025 Notes Indenture” and, together with the 2022 and 2024 Notes Indenture, the “Indentures”), by and among the Issuers, the Company, Outdoor, the other guarantors party thereto and the Trustee;

13. The Registration Rights Agreement, dated as of January 31, 2014, by and among the Issuers, the Company, Outdoor, the other guarantors party thereto and Deutsche Bank Securities Inc., Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the initial purchasers party thereto;

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14. The Registration Rights Agreement, dated as of October 1, 2014, by and among the Issuers, the Company, Outdoor, the other guarantors party thereto and Wells Fargo Securities, LLC and Goldman, Sachs & Co., as representatives of the initial purchasers party thereto;

15. The Exchange Securities Guarantee by the Company and Outdoor contained in the Indentures;

16. A certificate executed by an officer of the Company and an officer of Outdoor, dated as of the date hereof; and

17. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company or Outdoor) is duly authorized to do so.

3. Each of the parties (other than the Company or Outdoor) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

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5. The Exchange Securities, if and when issued, will have substantially identical terms as the respective Original Securities and will be issued in exchange therefor as contemplated by the Indentures and the Registration Statement.

The phrase “known to us” is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the transactions covered by, and the issuance of, this opinion.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. Each of the Company and Outdoor is a corporation duly incorporated and validly existing under the laws of the State of Maryland and is in good standing with the SDAT.

2. Each of the Company and Outdoor has the corporate power to enter into and perform its obligations under the Indentures and to enter into and perform its obligations under the Exchange Securities Guarantee.

3. The execution and delivery by the Company of the Indentures (including the Exchange Securities Guarantee set forth therein) have been duly authorized by all necessary corporate action on the part of the Company. The execution and delivery by Outdoor of the Indentures (including the Exchange Securities Guarantee set forth therein) have been duly authorized by all necessary corporate action on the part of Outdoor.

4. The Indentures have been duly executed and, so far as is known to us, delivered by each of the Company and Outdoor.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. We note that the Indentures are governed by the laws of the State of New York. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

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The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

EX-10.9

Exhibit 10.9

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 TIME TO TIME,

CBS OUTDOOR AMERICAS INC. AND THE OTHER

GUARANTORS PARTY HERETO FROM TIME TO TIME

and

CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, and DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arrangers

CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY MUFG LOAN PARTNERS, LLC

as Joint Book Runners

WELLS FARGO BANK, N.A. and DEUTSCHE BANK SECURITIES INC.

as Co-Syndication Agents

GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, BANK OF AMERICA, N.A. and MORGAN STANLEY MUFG LOAN PARTNERS, LLC

as Co-Documentation Agents

TABLE OF CONTENTS

			Page
ARTICLE I          Definitions and Accounting Terms				1
	Section 1.01.	Defined Terms		1
	Section 1.02.	Other Interpretive Provisions		51
	Section 1.03.	Accounting Terms; GAAP		51
	Section 1.04.	Rounding		52
	Section 1.05.	References to Agreements, Laws, Etc		52
	Section 1.06.	Times of Day		52
	Section 1.07.	Timing of Payment of Performance		52
	Section 1.08.	Pro Forma and Other Calculations		53
	Section 1.09.	Letter of Credit Amounts		54
ARTICLE II        The Commitments and Credit Extensions				54
	Section 2.01.	The Loans		54
	Section 2.02.	Borrowings, Conversions and Continuations of Loans		55
	Section 2.03.	Letters of Credit		56
	Section 2.04.	Swing Line Loans		67
	Section 2.05.	Prepayments		70
	Section 2.06.	Termination or Reduction of Commitments		73
	Section 2.07.	Repayment of Loans		73
	Section 2.08.	Interest		74
	Section 2.09.	Fees		74
	Section 2.10.	Computation of Interest and Fees		75
	Section 2.11.	Evidence of Indebtedness		75
	Section 2.12.	Payments Generally		76
	Section 2.13.	Sharing of Payments		78
	Section 2.14.	Incremental Credit Extensions		79
	Section 2.15.	Refinancing Amendments		81
	Section 2.16.	Extension Offers		82
	Section 2.17.	Defaulting Lenders		84
ARTICLE III       Taxes, Increased Costs Protection and Illegality				85
	Section 3.01.	Taxes		85
	Section 3.02.	Illegality		88
	Section 3.03.	Inability to Determine Rates		88

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TABLE OF CONTENTS

(continued)

			Page
	Section 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans		89
	Section 3.05.	Funding Losses		90
	Section 3.06.	Matters Applicable to All Requests for Compensation		91
	Section 3.07.	Replacement of Lenders under Certain Circumstances		92
	Section 3.08.	Survival		93
ARTICLE IV        Conditions Precedent to Credit Extensions				93
	Section 4.01.	Conditions to the Initial Credit Extensions		93
	Section 4.02.	Conditions to All Credit Extensions after the Closing Date		95
ARTICLE V         Representations and Warranties				96
	Section 5.01.	Existence, Qualification and Power; Compliance with Laws		96
	Section 5.02.	Authorization; No Contravention		96
	Section 5.03.	Governmental Authorization; Other Consents		96
	Section 5.04.	Binding Effect		97
	Section 5.05.	Financial Statements; No Material Adverse Effect		97
	Section 5.06.	Litigation		97
	Section 5.07.	[Reserved]		97
	Section 5.08.	Ownership of Property; Liens		97
	Section 5.09.	Environmental Compliance		98
	Section 5.10.	Taxes		98
	Section 5.11.	ERISA Compliance		99
	Section 5.12.	Subsidiaries; Equity Interests		99
	Section 5.13.	Margin Regulations; Investment Company Act		99
	Section 5.14.	Disclosure		100
	Section 5.15.	OFAC and Patriot Act		100
	Section 5.16.	Intellectual Property; Licenses, Etc		100
	Section 5.17.	Solvency		101
	Section 5.18.	FCPA		101
	Section 5.19.	Security Documents		101
	Section 5.20.	Use of Proceeds		102
ARTICLE VI        Affirmative Covenants				102
	Section 6.01.	Financial Statements		103

ii

TABLE OF CONTENTS

(continued)

			Page
	Section 6.02.	Certificates; Other Information		104
	Section 6.03.	Notices		105
	Section 6.04.	Payment of Taxes		105
	Section 6.05.	Preservation of Existence, Etc		106
	Section 6.06.	Maintenance of Properties		106
	Section 6.07.	Maintenance of Insurance		106
	Section 6.08.	Compliance with Laws		106
	Section 6.09.	Books and Records		107
	Section 6.10.	Inspection Rights		107
	Section 6.11.	Additional Collateral; Additional Guarantors		107
	Section 6.12.	Compliance with Environmental Laws		109
	Section 6.13.	Post-Closing Conditions and Further Assurances		110
	Section 6.14.	Designation of Subsidiaries		110
	Section 6.15.	[Reserved]		111
	Section 6.16.	Use of Proceeds		111
	Section 6.17.	Maintenance of Ratings		111
	Section 6.18.	Lender Calls		111
	Section 6.19.	REIT Status		111
ARTICLE VII       Negative Covenants				112
	Section 7.01.	Liens		112
	Section 7.02.	Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		116
	Section 7.03.	Fundamental Changes		121
	Section 7.04.	Dispositions		122
	Section 7.05.	Restricted Payments		125
	Section 7.06.	Investments		129
	Section 7.07.	Transactions with Affiliates		129
	Section 7.08.	Burdensome Agreements		131
	Section 7.09.	Financial Covenant		132
	Section 7.10.	Accounting Changes		133
	Section 7.11.	Change in Nature of Business		133
	Section 7.12.	Sale and Lease-Back Transactions		133

iii

TABLE OF CONTENTS

(continued)

			Page
ARTICLE VIII      Events Of Default and Remedies				133
	Section 8.01.	Events of Default		133
	Section 8.02.	Remedies Upon Event of Default		136
	Section 8.03.	Application of Funds		136
ARTICLE IX        Administrative Agent and Other Agents				137
	Section 9.01.	Appointment and Authority		137
	Section 9.02.	Delegation of Duties		138
	Section 9.03.	Exculpatory Provisions		138
	Section 9.04.	Reliance by Administrative Agent		139
	Section 9.05.	Non-Reliance on Administrative Agent and Other Lenders		139
	Section 9.06.	Rights as a Lender		140
	Section 9.07.	Resignation of Administrative Agent		140
	Section 9.08.	Administrative Agent May File Proofs of Claim		141
	Section 9.09.	Collateral and Guaranty Matters		142
	Section 9.10.	No Other Duties, Etc		143
	Section 9.11.	Treasury Services Agreements and Secured Hedge Agreements		143
	Section 9.12.	Withholding Tax		144
ARTICLE X         Miscellaneous				144
	Section 10.01.	Amendments, Etc		144
	Section 10.02.	Notices; Effectiveness; Electronic Communications		147
	Section 10.03.	No Waiver; Cumulative Remedies; Enforcement		149
	Section 10.04.	Expenses; Indemnity; Damage Waiver		149
	Section 10.05.	Payments Set Aside		151
	Section 10.06.	Successors and Assigns		152
	Section 10.07.	Treatment of Certain Information; Confidentiality		157
	Section 10.08.	Setoff		158
	Section 10.09.	Interest Rate Limitation		159
	Section 10.10.	Counterparts; Effectiveness		159
	Section 10.11.	Integration		159
	Section 10.12.	Survival of Representations and Warranties		160
	Section 10.13.	Replacement of Lenders		160
	Section 10.14.	Severability		161

iv

TABLE OF CONTENTS

(continued)

			Page
	Section 10.15.	GOVERNING LAW		161
	Section 10.16.	WAIVER OF RIGHT TO TRIAL BY JURY		162
	Section 10.17.	Binding Effect		162
	Section 10.18.	No Advisory or Fiduciary Responsibility		163
	Section 10.19.	Lender Action		163
	Section 10.20.	USA Patriot Act		163
	Section 10.21.	Electronic Execution of Assignments and Certain Other Documents		164
	Section 10.22.	Joint and Several Liability of the Borrowers		164
ARTICLE XI        Guarantee				166
	Section 11.01.	The Guarantee		166
	Section 11.02.	Obligations Unconditional		167
	Section 11.03.	Reinstatement		168
	Section 11.04.	Subrogation; Subordination		168
	Section 11.05.	Remedies		168
	Section 11.06.	Instrument for the Payment of Money		169
	Section 11.07.	Continuing Guarantee		169
	Section 11.08.	General Limitation on Guarantee Obligations		169
	Section 11.09.	Release of Guarantors		169
	Section 11.10.	Right of Contribution		170
	Section 11.11.	Subject to Intercreditor Agreement		170
	Section 11.12.	Keepwell		170
	Section 11.13.	Appointment of Parent as Representative of the Borrowers		170

v

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
EXHIBITS
Form of
	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C-1	Term Note
	C-2	Revolving Credit Note
	C-3	Swing Line Note
	D	Compliance Certificate
	E	Assignment and Assumption
	F	Security Agreement
	G-1	Perfection Certificate
	G-2	Perfection Certificate Supplement
	H	Intercompany Note
	I-1	Intercreditor Agreement
	I-2	Second Lien Intercreditor Agreement
	J-1	United States Tax Compliance Certificate
	J-2	United States Tax Compliance Certificate
	J-3	United States Tax Compliance Certificate
	J-4	United States Tax Compliance Certificate
	K	Solvency Certificate

vi

CREDIT AGREEMENT

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”).

PRELIMINARY STATEMENTS

The Borrowers have requested that (i) on the Closing Date, the Term Lenders lend to the Borrowers Term Loans in an initial principal amount of $800 million in order to finance the Closing Date Transactions and to finance costs and expenses incurred in connection therewith and (ii) from time to time, the Revolving Credit Lenders make Revolving Credit Loans and Swing Line Loans to the Borrowers and the L/C Issuers issue on the account of the Borrowers and their respective Subsidiaries Letters of Credit.

The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

Section 1.01. Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Accounting Opinion” has the meaning set forth in Section 6.01(a).

“Acquired Indebtedness” means, with respect to any specified Person,

(a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person; and

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Lender” has the meaning set forth in Section 2.14(a).

“Additional Refinancing Lender” means, at any time, any bank, financial institution or other institutional lender or investor that, in any case, is not an existing Lender and that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.15; provided, that each Additional Refinancing Lender shall be subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld or delayed, to the extent that any such consent would be required from the Administrative Agent under Section 10.06(b) (iii)(B) for an assignment of Loans to such Additional Refinancing Lender, solely to the extent such consent would be required for any assignment to such Lender.

“Additional Revolving Borrower Joinder” means the joinder hereto by any Loan Party, as an additional joint and several Borrower under the Revolving Credit Facility pursuant to a joinder agreement among the Administrative Agent, Parent and such Loan Party in form and substance reasonably acceptable to the Administrative Agent.

“Administrative Agent” means Citibank, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify Parent and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” of any specified Person, means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent Parties” has the meaning set forth in Section 10.02(c).

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Co-Documentation Agents and the Co-Syndication Agents.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this credit agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“All-In Yield” means, at any time, with respect to any Term Loan or other Indebtedness, the weighted average yield to stated maturity of such Term Loan or other Indebtedness based on the interest rate or rates applicable thereto and giving effect to all upfront or similar fees or original issue discount payable to the Lenders or other creditors advancing such Term Loan or other Indebtedness with respect thereto (but not arrangement or underwriting fees paid to an arranger for

2

their account) and to any interest rate “floor” (with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity).

“Alternative Currency” means Canadian Dollars or any other lawful currency which is freely convertible into Dollars and is freely traded and available in the London interbank eurocurrency market with the consent of the Administrative Agent and the applicable L/C Issuer.

“Anti-Terrorism Laws” has the meaning set forth in Section 5.15.

“Applicable Percentage” means with respect to any Revolving Credit Lender, the percentage of the total Revolving Credit Commitments represented by such Revolving Credit Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments.

“Applicable Period” has the meaning set forth in the definition of “Applicable Rate.”

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Term Loans, 2.25% in the case of Eurodollar Rate Loans and 1.25% in the case of Base Rate Loans.

(b) with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, (A) for Eurodollar Rate Loans, 2.25%, (B) for Base Rate Loans, 1.25%, (C) for Letter of Credit Fees, 2.25% and (D) for unused commitment fees, 0.50% and (ii) thereafter, the following percentages per annum, based upon the Consolidated Net Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate

Pricing Level	Consolidated Net Secured Leverage Ratio	Eurodollar Rate and Letter of Credit Fees			Base Rate			Unused Commitment Fee Rate
1	< 1.50:1.00		2.00	%		1.00	%		0.375	%
2	³ 1.50:1.00		2.25	%		1.25	%		0.50	%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Net Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, that the highest Pricing Level shall apply as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply up to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

3

In the event that any Compliance Certificate is shown by the Administrative Agent to be inaccurate (whether as a result of an inaccuracy in the financial statements on which such Compliance Certificate is based, a mistake in calculating the applicable Consolidated Net Secured Leverage Ratio or otherwise) at any time that this Agreement is in effect and any Loans or Commitments are outstanding such that the Applicable Rate for any period (an “Applicable Period”) should have been higher than the Applicable Rate applied for such Applicable Period, then (i) Parent shall promptly (and in no event later than five (5) Business Days thereafter) deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period; (ii) the Applicable Rate shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to the Borrowers); and (iii) the Borrowers shall pay to the Administrative Agent promptly (and in no event later than five (5) Business Days after the date such corrected Compliance Certificate is delivered) any additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, any nonpayment of such interest as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business Days following the date such corrected Compliance Certificate is delivered. The Borrowers’ Obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit Lenders, and (c) with respect to the Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley MUFG Loan Partners, LLC in their capacities as lead arranger and/or lead bookrunners.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)(iii), and accepted by the Administrative Agent, in substantially the form of Exhibit E hereto or any other form (including electronic documentation generated by any electronic platform) approved by the Administrative Agent.

4

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date of determination, in respect of any Sale and Leaseback Transaction, the present value of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. In the case of clause (b), such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheet of Parent and its Subsidiaries as of each of December 31, 2012, 2011 and 2010, and the related audited consolidated statements of income, of changes in shareholders’ equity and of cash flows for Parent and its Subsidiaries for the fiscal years ended December 31, 2012, 2011 and 2010, respectively.

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“Available Amount” means the sum of (a) (i) 100% of Consolidated EBITDA of Parent for the period (taken as one accounting period) beginning on the first day of the fiscal quarter during which the Closing Date occurs to the end of Parent’s most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 at the time of such Restricted Payment, minus (ii) the product of (A) 1.4 and (B) Consolidated Interest Expense of Parent for the same period (taken as one accounting period) plus (b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by Parent, of marketable securities or other property received by Parent or, in connection with “UPREIT” acquisitions, by Capital LLC since immediately after the Closing Date from the issue or sale of (i) Equity Interests of Parent or Capital LLC, but excluding cash proceeds and the fair market value, as determined in good faith by Parent, of marketable securities or other property received from the IPO and (ii) Indebtedness or Disqualified Stock of Parent or a Restricted Subsidiary that has been converted into or exchanged for Equity Interests of Parent (provided, however, that this clause (ii) shall not include the proceeds of (x) Equity Interests, Indebtedness or Disqualified Stock of Parent or Capital LLC sold to a Restricted Subsidiary or Parent or (y) Disqualified Stock or Indebtedness that has been converted or exchanged into Disqualified Stock) plus (c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by Parent, of marketable securities or other property contributed to the capital of Parent or, in connection with “UPREIT” acquisitions, of Capital LLC following the Closing Date (other than by a Restricted Subsidiary or Parent) minus (d) the aggregate amount of Restricted Payments made in reliance on the final paragraph of Section 7.05.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Citibank as its base rate, and (c) the Eurodollar Rate for an Interest Period of one (1) month plus 1.00%; provided, that for purposes of this clause (c), the Base Rate with respect to Term Loans will be deemed not to be less than 1.75%. The base rate is a rate set by Citibank based upon various factors including Citibank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans,

5

which may be priced at, above, or below such announced rate. Any change in such base rate announced by Citibank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrowers” means (a) each “Borrower” as defined in the introductory paragraph to this Agreement and (b) in the case of the Revolving Credit Facility only, shall include such other Loan Parties (other than Parent), on a joint and several basis with the other Borrowers, as may be requested by Parent upon at least ten (10) business days’ notice to the Administrative Agent; provided, that, in respect of each Person that becomes a Borrower under the Revolving Credit Facility pursuant to this clause (b), (i) such Loan Party shall have executed an Additional Revolving Borrower Joinder, (ii) Parent shall have provided (or caused to be provided) such legal opinions and other documentation reasonably requested by the Administrative Agent (or any Revolving Credit Lender) and consistent with the documentation delivered under Section 4.01 with respect to the Borrowers on the Closing Date (including any additional information that may be necessary to comply with “know your customer” and other applicable laws and regulations), (iii) such Person shall thereafter comply with the provisions of this Agreement applicable to Borrowers, including Section 10.22, and (iv) the funding of Loans to such Loan Party by any Revolving Credit Lender shall not violate any Requirement of Law applicable to such Revolving Credit Lender.

“Borrower Materials” has the meaning assigned to such term in Section 6.02.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York; provided that if such day relates to any interest rate settings as to a Eurodollar Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank eurodollar market.

“Capital LLC” means CBS Outdoor Americas Capital LLC, a Delaware limited liability company.

“Capital Stock” means:

(a) in the case of a corporation, corporate stock;

(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

6

(c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at Citibank (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means:

(a) United States dollars;

(b) (A) euro, or any national currency of any member state of the European Union; or

(B) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(c) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of twenty four (24) months or less from the date of acquisition;

(d) certificates of deposit, time deposits and dollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500 million in the case of U.S. banks and $100 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) entered into with any financial institution meeting the qualifications specified in clause (d) above;

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(f) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within twenty four (24) months after the date of creation thereof;

(g) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within twenty four (24) months after the date of creation thereof;

(h) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of twenty four (24) months or less from the date of acquisition;

(i) Investments with average maturities of twenty four (24) months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and

(j) investment funds investing 95% of their assets in securities of the types described in clauses (a) through (i) above).

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.

“Casualty Event” means any event that gives rise to the receipt by Parent or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CBS Corporation” means CBS Corporation, a Delaware corporation.

“CBS Outdoor LLC” means CBS Outdoor LLC, a Delaware limited liability company.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holdco” means a Domestic Subsidiary substantially all of the assets of which consist, directly or indirectly, of equity of one or more Foreign Subsidiaries that are CFCs.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application

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thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means any of the following:

(a) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;

(b) Parent becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other than a Permitted Holder, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of Parent (directly or through the acquisition of voting power of Voting Stock of any direct or indirect parent company of Parent);

(c) during any period of two (2) consecutive years, individuals who at the beginning of such period were members of the Board of directors (or equivalent body) of Parent (together with any new members thereof whose election by such Board of directors (or equivalent body) or whose nomination for election by holders of Capital Stock of Parent was approved by a vote of a majority of the members of such Board of directors (or equivalent body) then still in office who were either members thereof at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such board of directors (or equivalent body) then in office;

(d) the approval of any plan or proposal for the winding up or liquidation of Parent or Capital LLC;

(e) (i) Parent ceases to (A) at any time that Capital LLC is a limited liability company or partnership, either be the sole general partner or managing member of, or wholly own and control, directly or indirectly, the sole general partner or managing member of, Capital LLC, in each case to the extent applicable or (B) at any time that Capital LLC is a corporation, beneficially own, directly or indirectly, greater than 50% of the total voting power of the Voting Stock of Capital LLC or (ii) Parent and/or Capital LLC ceases to beneficially own, directly or indirectly, 100% of the total voting power of the Voting Stock of CBS Outdoor LLC; or

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(f) a “change of control” (or similar event) shall occur under the Senior Notes Indenture or any Indebtedness for borrowed money or any Disqualified Stock, in each case incurred by any Loan Party as permitted under Section 7.02 with an aggregate outstanding principal amount in excess of the Threshold Amount.

For purposes of this definition, any direct or indirect holding company of Parent shall not itself be considered a “Person” or “group” for purposes of clause (b) above; provided, that no “Person” or “group” beneficially owns, directly or indirectly, more than a majority of the total voting power of the Voting Stock of such holding company.

“Citibank” has the meaning set forth in the introductory paragraph to this Agreement.

“Class” means (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments or Term Commitments, and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans.

“Closing Date” the date on which the conditions precedents set forth in Section 4.01 are satisfied or duly waived.

“Closing Date Transactions” means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

“Closing Date Transaction Expenses” means any fees or expenses incurred or paid by Parent (or any direct or indirect parent of Parent) or any of their respective Subsidiaries in connection with the Closing Date Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” means the “Collateral” as defined in the Security Agreement, all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document and any other assets a Lien in which is granted or purported to be granted pursuant to any Collateral Documents.

“Collateral Agent” means Citibank, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral agent.

“Collateral Documents” means, collectively, the Security Agreement, each of the Mortgages, collateral assignments, security agreements, pledge agreements, the Intellectual Property Security Agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

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“Commitment” means a Term Commitment or a Revolving Credit Commitment of any Class or of multiple Classes, as the context may require.

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A hereto.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D hereto.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(a) increased (without duplication) by:

(A) provision for taxes based on income or profits or capital gains, including, federal, state, non-U.S. franchise, excise, value added and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and interest relating to such taxes or arising from any tax examinations, deducted (and not added back) in computing Consolidated Net Income; plus

(B) Consolidated Interest Expense of such Person for such period; plus

(C) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(D) any fees, expenses or charges related to the IPO, any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred in accordance with this Agreement (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Senior Notes or under the Loan Documents, (ii) any amendment or other modification of the Senior Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income, and (iii) the other Transactions; plus

(E) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions, mergers or consolidations after the Closing Date; plus

(F) any other non-cash charges, including any write offs or write downs and non-cash compensation expenses recorded from grants of stock appreciation or similar rights, stock options,

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restricted stock or other rights, reducing Consolidated Net Income for such period (provided, that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus

(G) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(H) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(I) any costs or expense incurred by Parent or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Parent or net cash proceeds of an issuance of Equity Interest of Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Available Amount; plus

(J) the amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by Parent in good faith to be reasonably anticipated to be realizable within twelve (12) months of the date of any Investment, acquisition, disposition, merger, consolidation or other action being given pro forma effect (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) all steps have been taken for realizing such cost savings, (y) such cost savings are reasonably identifiable and factually supportable (in the good faith determination of Parent) and (z) the aggregate amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies added back pursuant to this clause (J) in any Test Period shall not exceed 10% of Consolidated EBITDA (prior to giving effect to such addbacks);

(b) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period; and

(c) increased or decreased by (without duplication):

(A) any net loss or gain, respectively, resulting in such period from Hedging Obligations and the application of Financial Accounting Codification No. 815-Derivatives and Hedging; plus or minus, as applicable, and

(B) any net loss or gain, respectively, resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

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“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) imputed interest with respect to Attributable Debt, and (vi) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(b) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued; plus

(c) whether or not treated as interest expense in accordance with GAAP, all cash dividends or other distributions accrued (excluding dividends payable solely in Equity Interests (other than Disqualified Stock) of Parent) on any series of Disqualified Stock or any series of Preferred Stock during such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication:

(a) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including expenses relating to (i) severance and relocation costs, (ii) any rebranding or corporate name change or (iii) uninsured storm or other weather-related damage, in excess of $5 million for any single weather event) shall be excluded;

(b) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(c) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded;

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(d) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by Parent, shall be excluded;

(e) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, that Consolidated Net Income of Parent shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) to Parent or a Restricted Subsidiary in respect of such period;

(f) the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided, that Consolidated Net Income of Parent will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash or Cash Equivalents) to Parent or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(g) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded; and

(h) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Disposition, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded.

“Consolidated Net Secured Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Total Net Debt of Parent and its Restricted Subsidiaries on such date that is secured by Liens, to (b) Consolidated EBITDA of Parent and its Restricted Subsidiaries for the most recently ended Test Period.

“Consolidated Secured Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Total Debt of Parent and its Restricted Subsidiaries on such date that is secured by Liens, to (b) Consolidated EBITDA of Parent and its Restricted Subsidiaries for the most recently ended Test Period.

“Consolidated Total Net Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of Parent and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and Attributable Indebtedness, less up to $150 million

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of cash and Cash Equivalents (which are not Restricted Cash) that would be stated on the balance sheet of the Loan Parties as of such date of determination; provided that for purposes of determining the Consolidated Net Secured Leverage Ratio in connection with the incurrence of any Incremental Facilities incurred pursuant to Section 2.14 or any Permitted Debt Offerings incurred pursuant to Section 7.02(b)(21) only, the cash proceeds of such Incremental Facilities and/or Permitted Debt Offering shall not be deemed to be included on the consolidated balance sheet of Parent and its Restricted Subsidiaries.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of Parent and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and Attributable Indebtedness.

“Consolidated Total Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Total Debt of Parent and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:

(a) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(b) to advance or supply funds:

(A) for the purchase or payment of any such primary obligation; or

(B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Co-Documentation Agents” means Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Bank of America, N.A. and Morgan Stanley MUFG Loan Partners, LLC, as co-documentation agents.

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“Co-Syndication Agents” means Wells Fargo Bank, N.A. and Deutsche Bank Securities, Inc., as co-syndication agents.

“Credit Agreement Refinancing Indebtedness” means any (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred hereunder pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Loans or Commitments hereunder, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided, that (i) such exchanging, extending, renewing, replacing, repurchasing, retiring or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt except by an amount equal to unpaid accrued interest and premium (including tender premium) and penalties thereon plus reasonable upfront fees and OID on such exchanging, extending, renewing, replacing, repurchasing, retiring or refinancing Indebtedness, plus other reasonable and customary fees and expenses in connection with such exchange, modification, refinancing, refunding, renewal, replacement, repurchase, retirement or extension and (ii) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Debt Proceeds Transfer” means one or more transfers by Parent of the net proceeds of the Term Loans and the Senior Notes (less $50 million) to an indirect wholly-owned Subsidiary of CBS Corporation in exchange for the contribution by such Subsidiary of the interests of the entities composing the “CBS Outdoor” business to Parent.

“Debtor Relief Laws” means the United States Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning set forth in Section 2.05(b)(v).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

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“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within two (2) Business Days of the date required to be funded by it hereunder, unless subsequently cured, unless such Lender notifies Administrative Agent and Parent in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default or breach of a representation, if any, shall be specifically identified in such writing) has not been satisfied, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless the subject of a good faith dispute or subsequently cured, (c) has notified Parent or the Administrative Agent or an L/C Issuer in writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under agreements in which it commits to extend credit, (d) has failed, within three (3) Business Days after written request by the Administrative Agent or an L/C Issuer to confirm in a manner satisfactory to the Administrative Agent or such L/C Issuer that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that a Lender shall not be a Defaulting Lender solely by virtue (1) of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (2) an Undisclosed Administration.

“Designated Issuing Bank” means the issuing bank under any Designated Standalone Letter of Credit Facility.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Designated Non-cash Consideration” means the fair market value (as determined in good faith by Parent) of non-cash consideration received by Parent or any of its Restricted Subsidiaries in connection with a Disposition that is so designated as Designated Non-cash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or conversion of or collection on such Designated Non-cash Consideration.

“Designated Standalone Letter of Credit Facility” means any Standalone Letter of Credit Facility that has been designated as a Treasury Services Agreement by Parent, but only to the extent that the issuing bank under such Standalone Letter of Credit Facility (if other than a Person already party hereto as a Lender) shall have delivered to the Administrative Agent a letter agreement reasonably satisfactory to it agreeing to be bound by Sections 9.09 and 10.05 as if it were a Lender.

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“Disposition” or “Dispose” means:

(a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of Parent or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(b) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 7.02), whether in a single transaction or a series of related transactions.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date ninety one (91) days after the earlier of the Latest Maturity Date at the time of issuance of such Capital Stock or the date the Loans are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or any plan for the benefit of employees of Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of any such employee’s termination, death or disability; provided, further, however, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” of any amount expressed, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, and (b) in any Alternative Currency, means the equivalent amount thereof in Dollars as determined by the applicable L/C Issuer or, in the absence of such determination, the Administrative Agent at such time on the basis of the spot rate (determined as of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” means and includes a commercial bank, an insurance company, a finance company, a financial institution, any Fund or any other “accredited investor” (as defined in Regulation D of the Securities Act) but in any event excluding (x) Parent, the Borrowers and their respective Affiliates and Subsidiaries, (y) natural persons and (z) any Defaulting Lender.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

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“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means the common law and any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the Environment or, to the extent relating to exposure to Hazardous Materials, human health or to the Release or threat of Release of Hazardous Materials into the Environment.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of Parent (excluding Disqualified Stock), other than:

(a) the IPO;

(b) public offerings with respect to any such Person’s common stock registered on Form S-8;

(c) issuances to any Subsidiary of Parent; and

(d) Refunding Capital Stock.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) with respect to any Pension Plan, the failure to satisfy the minimum funding standards under Section 412 of the

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Code or Section 302 of ERISA, whether or not waived; (c) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (d) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent or in reorganization, within the meaning of Title IV of ERISA, or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (e) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA by the PBGC, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate with respect to any Pension Plan or Multiemployer Plan.

“euro” means the single currency of participating member states of the EMU.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a successor rate which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be reasonably designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two (2) Business Days prior to such date for U.S. Dollar deposits with a term of one (1) month commencing that day;

provided, that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; provided, further, that the Eurodollar Rate with respect to Term Loans that bear interest at a rate based on clause (a) of this definition will be deemed not to be less than 0.75% per annum.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Subsidiary” means (a) any Subsidiary that is not a Wholly Owned Subsidiary; (b) any Immaterial Subsidiary; (c) any Subsidiary that is prohibited by applicable Law, or by Contractual Obligations existing on the Closing Date (or, in the case of any future acquisition, as of the closing date of such acquisition, so long as such prohibition is not incurred in contemplation of such acquisition), from guaranteeing the Obligations or would require the approval, consent, license or authorization of any Governmental Authority in order to guarantee the Obligations (unless such approval, consent, license or authorization has been received); (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom; (e) any Receivables Subsidiary; (f) any Foreign Subsidiary; (g) any Unrestricted Subsidiary; and (h) any CFC Holdco.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to or on account of a Recipient, (a) any Taxes imposed on or measured by net income (however denominated) or profits, franchise Taxes or branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized or having its principal office or applicable Lending Office in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of a Lender, any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect at the time (i) such Lender becomes a party hereto or acquires such interest in the Loan or Commitment (other than pursuant to Parent’s request under Section 10.13) or (ii) such Lender designates a new Lending Office, except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from a Loan Party with respect to such Taxes pursuant to Section 3.01(a) or (c); (c) any Taxes attributable to such Recipient’s failure to comply with Section 3.01(d); and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Executive Order” has the meaning set forth in Section 5.15.

“Extended Revolving Credit Commitment” has the meaning set forth in Section 2.16.

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“Extended Term Loan” has the meaning set forth in Section 2.16.

“Extending Lender” has the meaning set forth in Section 2.16.

“Extension” has the meaning set forth in Section 2.16.

“Extension Offer” has the meaning set forth in Section 2.16.

“Facility” means the Term Loans, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“FATCA” means Sections 1471 through 1474 of the Code as of the date hereof (and any amended or successor version that is substantively comparable and not materially more onerous to comply with), any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any current or future Treasury regulations or official administrative interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank on such day on such transactions as determined by the Administrative Agent.

“Financial Covenant Event of Default” has the meaning set forth in Section 8.01(b).

“Foreign Lender” means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code.

“Foreign Plan” means any employee benefit plan, program or agreement maintained or contributed to by, or entered into with, Parent or any Subsidiary with respect to employees employed outside the United States (other than benefit plans, programs or agreements that are mandated by applicable Laws).

“Foreign Subsidiary” means (i) any Subsidiary which is not a Domestic Subsidiary or (ii) any Subsidiary of a Subsidiary described in the preceding clause (i).

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations

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with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swing Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to Non-Defaulting Lenders.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time, subject to Section 1.03.

“Governmental Authority” means any nation or government, any state, county, provincial or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.06(g).

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guaranteed Obligations” has the meaning specified in Section 11.01.

“Guarantors” means (a) Parent and the Subsidiaries of Parent (other than the Borrowers) party hereto as of the Closing Date and those Restricted Subsidiaries that issue a Guarantee of the Obligations after the Closing Date pursuant to Section 6.11, in each case (i) other than any Foreign Subsidiary or any CFC Holdco and/or (ii) until released in accordance with the terms hereof, and (b) with respect to obligations and liabilities owing by any Loan Party (other than the applicable Borrower) in respect of Secured Hedging Agreements or Treasury Services Agreements , each Borrower.

“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, infectious or medical wastes that are regulated pursuant to, or the Release or exposure to which could give rise to liability under, applicable Environmental Law.

“Hedge Bank” means any Person that is the Administrative Agent, an Arranger or a Lender or an Affiliate of the Administrative Agent, an Arranger, or a Lender on the Closing Date or at the time it enters into a Secured Hedge Agreement or a Treasury Services Agreement, as applicable,

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in its capacity as a party thereto, and (other than a Person already party hereto as a Lender) delivers to the Administrative Agent a letter agreement reasonably satisfactory to it agreeing to be bound by Sections 9.09 and 10.05 as if it were a Lender.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Honor Date” has the meaning set forth in Section 2.03(c)(i).

“Immaterial Subsidiary” means any Subsidiary of Parent that does not have assets (after intercompany eliminations) in excess of $10 million or annual revenues in excess of $5 million, in each case as determined as of the date of the most recent financial statements delivered pursuant to Section 6.01(a).

“Incremental Amendment” has the meaning set forth in Section 2.14(a).

“Incremental Term Loans” has the meaning set forth in Section 2.14(a).

“Indebtedness” means, with respect to any Person, without duplication:

(a) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(i) in respect of borrowed money;

(ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(iii) representing the deferred and unpaid balance of the purchase price of any property, except (x) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (y) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (z) liabilities accrued in the ordinary course of business; or

(iv) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances (or reimbursement agreements in respect thereof) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(b) all Attributable Debt and all Capitalized Lease Obligations;

(c) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on Indebtedness of the type referred to in clause (a) of a

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third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(d) to the extent not otherwise included, any Indebtedness of the type referred to in clause (a) of a third Person secured by a Lien on any asset owned by such first Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing, respectively, Indebtedness of such Unrestricted Subsidiaries), whether or not such Indebtedness is assumed by such first Person; provided, for purposes hereof the amount of such Indebtedness shall be the lesser of the Indebtedness so secured and the fair market value of the assets of the first person securing such Indebtedness;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) deferred or prepaid revenues and (c) obligations under or in respect of Receivables Facilities.

“Indemnified Taxes” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

“Indemnitees” has the meaning set forth in Section 10.04.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of Parent, qualified to perform the task for which it has been engaged.

“Information” has the meaning set forth in Section 10.07.

“Intellectual Property Security Agreement” has the meaning specified in Section 4.01(a)(iii).

“Intercreditor Agreement” means a first lien intercreditor agreement substantially in the form of Exhibit I-1 hereto, among the Administrative Agent, the Collateral Agent and the representatives for any Additional First Lien Secured Parties (as defined therein) (which agreement in such form or with immaterial changes thereto the Administrative Agent is authorized to enter into) together with any material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than five (5) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five (5) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s execution thereof.

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates, and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

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“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), three (3) or six (6) months thereafter or, to the extent agreed by each Lender of such Eurodollar Rate Loan, twelve (12) months or one (1) week thereafter, as selected by Parent in its Committed Loan Notice; provided, that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency, and in each such case with a “stable” or better outlook.

“Investment Grade Securities” means:

(a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(b) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Parent and its Subsidiaries;

(c) investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(d) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

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“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, deposits, advances to customers and suppliers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 7.06:

(a) “Investments” shall include the portion (proportionate to Parent’s direct or indirect equity interest in such Subsidiary) of the fair market value (as determined in good faith by Parent) of the net assets of a Subsidiary of Parent at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Parent or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(A) Parent’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

(B) the portion (proportionate to Parent’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer as determined in good faith by Parent.

The amount of any Investment outstanding at any time shall be the original cost of such Investment, without giving effect to subsequent changes in value but reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by Parent or a Restricted Subsidiary in respect of such Investment.

“IP Rights” has the meaning set forth in Section 5.16.

“IPO” means the underwritten initial public offering of common stock of Parent (including the issuance of shares of common stock of Parent pursuant to the option to purchase granted to the underwriters in connection with the IPO) pursuant to the registration statement on Form S-11 initially filed by Parent with the SEC on June 27, 2013, as amended from time to time.

“IPO Proceeds Transfers” means one or more transfers by Parent of the net proceeds of the IPO (less an amount to be determined by CBS Corporation equal to the estimated cash portion of the Purging Distributions) to CBS Corporation or a wholly-owned Subsidiary of CBS Corporation in exchange for the contribution of the interests of the entities composing the “CBS Outdoor” business to Parent, including any true-up transfer in the event that the cash required for the Purging Distributions is less than the amount of the IPO proceeds excluded from the IPO Proceeds Transfers initially.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by any L/C Issuer and a Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

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“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been timely reimbursed or refinanced as a Revolving Credit Borrowing in accordance with Section 2.03(c).

“L/C Commitment” mean, with respect to any L/C Issuer, the aggregate face amount of Letters of Credit that such L/C Issuer has committed, in writing, to provide subject to the terms and conditions set forth in this Agreement. The L/C Commitments of the L/C Issuers as of the Closing Date are as set forth on Schedule 1.01B.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means (a) each Person identified on Schedule 1.01B and (b) any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.06(h) following the Closing Date, in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and, in the case of clause (b), subject to such Lender’s acceptance of such appointment. Any reference to “L/C Issuer” herein shall be to the applicable L/C Issuer, as appropriate.

“L/C Obligations” means, as at any date of determination, the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit plus the Dollar Equivalent of the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Incremental Term Loan Commitment, any Other Term Loan Commitment, any Extended Term Loan, any Extended Revolving Credit Commitment, any Incremental Term Loans, any Incremental Revolving Credit Commitments, in each case as extended in accordance with this Agreement from time to time.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and a Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

“Lending Office” means, as to any Lender, such office or offices as a Lender may from time to time notify Parent and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a standby letter of credit.

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“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $150 million and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“LIBOR” has the meaning specified in the definition of “Eurodollar Rate.”

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or similar agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, that in no event shall an operating lease be deemed to constitute a Lien.

“Liquidity Condition” means, as of any time of determination, that the sum of (a) cash and Cash Equivalents (other than Restricted Cash) of Parent and its Restricted Subsidiaries at such time plus (b) the aggregate amount of unused Revolving Credit Commitments at such time shall be no less than $250 million.

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral Documents, (d) the Intercreditor Agreement (if any), (e) the Second Lien Intercreditor Agreement (if any) and (f) amendments of and joinders to any Loan Documents that are deemed pursuant to their terms to be Loan Documents for purposes hereof.

“Loan Extension Agreement” means an agreement among the Borrowers and one or more Extending Lenders implementing the terms of any applicable Extension Offer pursuant to Section 2.16.

“Loan Parties” means, collectively, Parent, the Borrowers and each Guarantor.

“Margin Stock” has the meaning specified in Section 5.13(a).

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, or financial condition of Parent and its Subsidiaries, taken as a whole, (b) the ability of Parent and the other Loan Parties, taken as a whole, to perform their obligations under this Agreement, or (c) the material rights and remedies of the Administrative Agent and the Lenders under this Agreement.

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“Material Non-Guarantor Subsidiary” means any Non-Guarantor Subsidiary of Parent that has assets (after intercompany eliminations) in excess of $50 million or annual revenues in excess of $50 million, in each case as determined as of the date of the most recent financial statements delivered pursuant to Section 6.01(a).

“Material Subsidiary” means any Subsidiary of Parent that is not an Immaterial Subsidiary.

“Maturity Date” means (a) with respect to the Term Loans, January 31, 2021 and (b) with respect to the Revolving Credit Facility, January 31, 2019; provided, that if either such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Incremental Facilities Amount” means, at any date of determination, a principal amount of not greater than (a) $400 million plus (b) an unlimited amount, so long as on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Facility or any Permitted Debt Offering (and after giving effect to any acquisition consummated concurrently therewith and calculated as if any Incremental Revolving Increase were fully drawn on the closing date thereof), the Consolidated Net Secured Leverage Ratio is equal to or less than 3.50 to 1.00 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01, provided, that the principal amount of any Incremental Facilities incurred pursuant to Section 2.14 or any Permitted Debt Offerings incurred pursuant to Section 7.02(b)(21), in each case, shall reduce the amount in clause (a) on a dollar-for-dollar basis until reduced to zero.

“Maximum Consolidated Net Secured Leverage Ratio” has the meaning specified in Section 7.09.

“Maximum Rate” has the meaning specified in Section 10.09.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Mortgage” has the meaning specified in Section 6.11(c).

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower, any Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

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“Net Proceeds” means:

(a) with respect to any Disposition or Casualty Event, 100% of the cash proceeds actually received by Parent or any of its Restricted Subsidiaries from such Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents and Credit Agreement Refinancing Indebtedness) on such asset, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes paid or payable as a result thereof, and (iii) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by Parent or any of its Restricted Subsidiaries including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided, that, if Parent intends to use any portion of such proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of Parent or any of its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within twelve (12) months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within twelve (12) months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such twelve (12) month period but within such twelve (12) month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within the later of such twelve (12) month period and one hundred and eighty (180) days from the entry into such Contractual Obligation, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso) and

(b) with respect to any Indebtedness, 100% of the cash proceeds from the incurrence, issuance or sale by Parent or any of its Restricted Subsidiaries of such Indebtedness, net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to Parent or any Affiliate shall be disregarded.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Guarantor (other than the Borrowers).

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“Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may require.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (a) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (b) obligations of any Loan Party arising under any Secured Hedge Agreement or any Treasury Services Agreement, excluding, in the case of clauses (a) and (b), with respect to any Guarantor at any time, any Excluded Swap Obligations with respect to such Guarantor at such time. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (i) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or Subsidiary under any Loan Document and (ii) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender may elect to pay or advance on behalf of such Loan Party or such Subsidiary in accordance with this Agreement.

“obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“OFAC” means the Trading with the Enemy Act, as amended or any of the foreign asset control regulations of the United States Department of the Treasury (31 C.F.R. Subtitle B, Chapter V).

“Organization Documents” means, (a) with respect to any corporation, the certificate, charter or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Applicable Indebtedness” has the meaning set forth in Section 2.05(b)(i).

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“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax, other than any connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents.

“Other Encumbrances” has the meaning specified clause (5) of Section 7.01.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Other Term Loan Commitments” means one or more Classes of term loan commitments hereunder to fund Other Term Loans of the applicable Refinancing Series hereunder that result from a Refinancing Amendment.

“Other Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Parent” has the meaning set forth in the introductory paragraph to this Agreement; provided, that when used in the context of determining fair market value of an asset or liability under this Agreement, “Parent” will mean the board of directors (or equivalent body) of Parent (or a duly appointed committee thereof) when the fair market value is equal to or in excess of $25 million.

“Participant” has the meaning specified in Section 10.06(d).

“Participant Register” has the meaning set forth in Section 10.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

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“Perfection Certificate” means a certificate in the form of Exhibit G-1 hereto or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” means a certificate supplement in the form of Exhibit G-2 hereto or any other form approved by the Collateral Agent.

“Permitted Acquisition” means any Investment permitted under clause (c) of the definition of Permitted Investments.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between Parent or any of its Restricted Subsidiaries and another Person; provided, that any Cash Equivalents received must be applied in accordance with Sections 2.05(b) and 7.04.

“Permitted Debt Offering” means any issuance of senior secured or junior secured or unsecured Indebtedness by any Loan Party after the Closing Date through an incurrence of term loans or through a public offering or private issuance of debt securities under Rule 144A or Regulation S under the Securities Act, or otherwise; provided that, (a) such Indebtedness may be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the Obligations (other than any Permitted Debt Offering Indebtedness incurred in the form of term loans, which shall not be secured by a first priority Lien on the Collateral), or may be secured by a Lien ranking junior to the Lien on the Collateral securing the Obligations or may be unsecured; (b) such Indebtedness is not secured by any collateral other than the Collateral securing the Obligations; (c) such Indebtedness does not mature on or prior to the Latest Maturity Date of, or have a shorter Weighted Average Life to Maturity than, the Term Loans; (d) the covenants and events of default in respect of such Indebtedness, taken as a whole, are substantially similar, or more favorable to the Loan Parties than, those governing the Senior Notes or are otherwise not more restrictive to the Loan Parties in the aggregate than those set forth in this Agreement (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Permitted Debt Offering, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Facility); (e) a certificate of a Responsible Officer of the issuing Loan Party delivered to the Administrative Agent at least three (3) Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the issuing Loan Party has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements; and (f) none of Parent and its Subsidiaries (other than the Loan Parties) is a guarantor or borrower under such Permitted Debt Offering. Any debt securities (including registered debt securities) issued by any Loan Party in exchange for any Indebtedness issued in connection with a Permitted Debt Offering in accordance with the terms of a registration rights agreement entered into in connection with the issuance of such Permitted Debt Offering Indebtedness shall also be considered a Permitted Debt Offering.

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“Permitted Holders” means (i) CBS Corporation and any of its controlled Affiliates and (ii) Sumner M. Redstone, National Amusements, Inc. or any controlled Affiliate thereof, in each case, from the Closing Date until such time as such Person beneficially owns less than 50% of the total voting power of the Voting Stock of Parent.

“Permitted Investments” means:

(a) any Investment in Parent or any of its Restricted Subsidiaries; provided, that any Investment by the Loan Parties in Non-Guarantor Subsidiaries pursuant to this clause (a), together with, but without duplication of, Investments made by Loan Parties in Non-Guarantor Subsidiaries pursuant to clause (c) below, shall not exceed an aggregate amount outstanding from time to time equal to $200 million;

(b) any Investment in cash, Cash Equivalents;

(c) any Investment by Parent or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment such Person becomes a Restricted Subsidiary, or such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or any of its Restricted Subsidiaries; provided:

(i) that any Investment by the Loan Parties in a Person that becomes a Non-Guarantor Subsidiary pursuant to this clause (c), together with, but without duplication of, Investments made by Loan Parties in Non-Guarantor Subsidiaries pursuant to clause (a) above, shall not exceed an aggregate amount outstanding from time to time equal to $200 million;

(ii) no Event of Default shall exist either immediately before or after such purchase or acquisition and

(iii) Section 6.11 shall be complied with respect to such newly acquired Restricted Subsidiary and property;

and any Investment held by such Person at the time such Person becomes a Restricted Subsidiary; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer.

(d) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with a Disposition made pursuant to the provisions described under Section 7.04 or any other disposition of assets not constituting a Disposition;

(e) any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date, in each case, as set forth on Schedule 1.01E or an Investment consisting of any extension, modification or renewal of any Investment existing on the Closing Date; provided, that the amount of any such Investment may only be increased as required by the terms of such Investment as in existence on the Closing Date;

(f) any Investment acquired by Parent or any of its Restricted Subsidiaries:

(i) in exchange for any other Investment or accounts receivable held by Parent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable;

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(ii) as a result of a foreclosure by Parent or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or

(iii) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates of Parent;

(g) Hedging Obligations permitted under Section 7.02(b)(9);

(h) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of Parent; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 7.05(a);

(i) guarantees of Indebtedness permitted under Section 7.02;

(j) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 7.07(b) (except transactions described in clauses (2), (6), (8) and (9) thereof);

(k) Investments consisting of (x) purchases and acquisitions of inventory, supplies, material, services or equipment, or other similar assets or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business or (y) the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(l) Investments in an Unrestricted Subsidiary or a joint venture engaged in a Similar Business having an aggregate fair market value (as determined in good faith by Parent), taken together with all other Investments made pursuant to this clause (l) that are at that time outstanding, not to exceed the greater of (x) $300 million and (y) 10% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(m) Investments in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any Person that, in the good faith determination of Parent are necessary or advisable to effect any Receivables Facility or any repurchases in connection therewith;

(n) advances to, or guarantees of Indebtedness of, officers, directors and employees not in excess of $5 million outstanding at any one time, in the aggregate;

(o) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses, payroll expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of Parent;

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(p) any Investment in any Subsidiary or joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business;

(q) other Investments (including Investments in Unrestricted Subsidiaries and other Persons that do not become Loan Parties) having an aggregate fair market value (as determined in good faith by Parent), taken together with all other Investments made pursuant to this clause (q) that are at the time outstanding, not to exceed the greater of (x) $300 million and (y) 10% of Total Assets; and

(r) endorsements for collection or deposit in the ordinary course of business.

For the avoidance of doubt, an Investment in the form of acquisitions permitted above may be structured as an “UPREIT” acquisition, in which a Restricted Subsidiary would issue limited partnership interests (or other similar Equity Interests), which may then be subsequently repurchased for either common shares of Parent or cash.

“Permitted Junior Secured Refinancing Debt” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by a Borrower in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided, that (a) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted Pari Passu Secured Refinancing Debt and is not secured by any property or assets of Parent or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and the obligations in respect of any Permitted Pari Passu Secured Refinancing Debt, notwithstanding any provision to the contrary contained in the definition of Credit Agreement Refinancing Indebtedness, (c) a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a Second Lien Intercreditor Agreement with the Borrowers, the Guarantors and the Administrative Agent, and (d) such Indebtedness meets the Permitted Other Debt Conditions. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Liens” has the definition assigned to such term in Section 7.01.

“Permitted Other Debt Conditions” means that such applicable debt (a) does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default), in each case prior to the Latest Maturity Date at the time such Indebtedness is incurred, (b) is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (c) to the extent secured, the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (d) in regard to any Refinancing Notes, the other terms and conditions (excluding pricing and optional prepayment or redemption terms) are substantially identical to or (taken as a whole) less favorable to the investors providing such Refinancing Notes than the those applicable to the Term Loan Facility being refinanced (except for covenants or other provisions applicable

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only to periods after the latest final maturity date of the Term Loan Facility and it being understood that the terms contained in the Senior Notes Indenture satisfy the requirements of this clause (d)); provided, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of the applicable Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness and drafts of the documentation relating thereto, stating that Parent has determined in good faith that such terms and conditions satisfy the requirements of this clause (d) shall be conclusive evidence that such terms and conditions satisfy such requirements.

“Permitted Pari Passu Secured Refinancing Debt” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by a Borrower in the form of one or more series of senior secured notes; provided, that (a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Parent or Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (c) such Indebtedness, (i) unless incurred as a term loan under this Agreement, does not mature or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the date that is the Latest Maturity Date at the time such Indebtedness is incurred or issued, and (ii) if incurred as a term loan under this Agreement, does not mature earlier than, or have a Weighted Average Life to Maturity shorter than, the applicable Refinanced Debt, (d) the security agreements relating to such Indebtedness (to the extent such Indebtedness is not incurred hereunder) are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (e) to the extent such Indebtedness is not incurred hereunder, a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of an Intercreditor Agreement with the Administrative Agent and (f) such Indebtedness, if consisting of Refinancing Notes, satisfies clause (d) of the definition of Permitted Other Debt Conditions. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrowers in the form of one or more series of senior unsecured notes or loans; provided, that (a) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness and (b) meets the Permitted Other Debt Conditions.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Plan” means any “employee benefit plan” as such term is defined in Section 3(3) of ERISA established or maintained by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning assigned to such term in Section 6.02.

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“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Prepayment Premium” has the meaning specified in Section 2.05(a)(iii).

“Pro Forma Basis” and “Pro Forma Compliance” mean, with respect to compliance with any test or covenant hereunder, that such test or covenant shall have been calculated in accordance with Section 1.08.

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided, that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Projections” means financial projections of Parent and its subsidiaries through 2017 following the Closing Date, which will be prepared on a pro forma basis after giving effect to the Closing Date Transactions and will include consolidated income statements (with Consolidated EBITDA clearly noted) and a pro forma consolidated balance sheet of Parent and its subsidiaries as at the Closing Date, all of which will be in form and substance and at levels reasonably satisfactory to the Arrangers.

“Public Lender” has the meaning assigned to such term in Section 6.02.

“Purging Distributions” means dividends and distributions after Parent ceases to be consolidated with CBS Corporation for U.S. federal income tax purposes, whether in cash or kind, in the amount required (as determined in good faith by Parent) to effect the distribution of Parent’s earnings and profits required by Section 857(a)(2)(B) of the Code in connection with or in anticipation of the REIT Election (including, for the avoidance of doubt, any earnings and profits allocated to Parent in connection with the Separation) and any subsequent “true-up” payments to correct for recalculations of the appropriate amount.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that, at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation, has total assets exceeding $10 million or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Quarterly Financial Statements” means the unaudited consolidated balance sheets and related consolidated statements of operations and cash flows of Parent and its subsidiaries for the fiscal quarters ended March 31, 2013, June 30, 2013 and September 31, 2013.

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“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Facilities publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Parent which shall be substituted for Moody’s or S&P or both, as the case may be.

“Ratio” means each of (a) Consolidated Net Secured Leverage Ratio, (b) Consolidated Secured Leverage Ratio, (c) Consolidated Total Leverage Ratio and (d) Maximum Consolidated Net Secured Leverage Ratio.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to Parent or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which Parent or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Recipient” means the Administrative Agent, any Lender and any L/C Issuer, as applicable.

“Refinanced Debt” has the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness.”

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the Borrowers, (b) the Administrative Agent, and (c) each Additional Refinancing Lender and each Lender that agrees to provide any portion of the Other Term Loans or Other Term Loan Commitments incurred pursuant thereto, in accordance with Section 2.15, and provided, that the Indebtedness pursuant to any such Refinancing Amendment (i) does not mature earlier than, or have a Weighted Average Life to Maturity shorter than, the applicable Refinanced Debt and (ii) is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors.

“Refinancing Notes” means Credit Agreement Refinancing Indebtedness incurred in the form of notes rather than loans.

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“Refinancing Series” means all Other Term Loans or Other Term Loan Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Other Term Loans or Other Term Loan Commitments provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same yield (taking into account any applicable interest rate margin, original issue discount, up-front fees and any LIBOR “floor”) and amortization schedule (if any).

“Refunding Capital Stock” has the meaning set forth in Section 7.05(c).

“Register” has the meaning set forth in Section 10.06(c).

“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“REIT” means a domestic trust or corporation that qualifies as a real estate investment trust under the provisions of Sections 856 et seq. of the Code.

“REIT Election” means Parent’s election to be, and qualification to be taxed as, a real estate investment trust for U.S. federal income tax purposes.

“Rejection Notice” has the meaning set forth in Section 2.05(b)(v).

“Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided, that any assets received by Parent or a Restricted Subsidiary in exchange for assets transferred by Parent or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would be or become a Restricted Subsidiary.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Representative” means, with respect to any Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

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“Repricing Transaction” means any prepayment (including by way of any repricing, refinancing, replacement or conversion) of all or a portion of the initial Term Loans with proceeds from the incurrence by a Borrower of any new indebtedness having an All-In Yield that is less than the All-In Yield of the initial Term Loans (excluding any prepayments, repricings or refinancings in connection with a Change of Control) (as such comparable yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices), including as may be effected through any amendment to this Agreement relating to the All-In Yield of the initial Term Loans.

“Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Class Lenders” means, as of any date of determination, Lenders of a Class having more than 50% of the sum of (a) the Total Outstandings (with, in the case of the Revolving Credit Facility, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) of all Lenders of such Class and (b) the aggregate unused Commitments of all Lenders of such Class; provided, that the unused Commitment and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender of such Class shall be excluded for purposes of making a determination of Required Class Lenders; provided, further, that solely with respect to Section 8.02(d), in regard to any Designated Standalone Letter of Credit Facility, (i) any calculation of Required Class Lenders shall include an amount equal to the sum of (1) all issued and outstanding letters of credit under such Designated Standalone Letter of Credit Facility (other than to the extent cash collateralized or backstopped in accordance with the terms thereof) and (2) any unused commitments under such Designated Standalone Letter of Credit Facility and (ii) such Designated Issuing Bank shall be deemed to be a Lender in respect of such amounts for purposes of such calculation.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments, and (c) aggregate unused Revolving Credit Commitments; provided, that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further, that solely with respect to Section 8.02(d), in regard to any Designated Standalone Letter of Credit Facility, (i) any calculation of Required Lenders shall include an amount equal to the sum of (1) all issued and outstanding letters of credit under such Designated Standalone Letter of Credit Facility (other than to the extent cash collateralized or backstopped in accordance with the terms thereof) and (2) any unused commitments under such Designated Standalone Letter of Credit Facility and (ii) such Designated Issuing Bank shall be deemed to be a Lender in respect of such amounts for purposes of such calculation.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any

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document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to Parent, except for such restrictions that are contained in agreements governing Indebtedness permitted under this Agreement and that is secured by such cash or Cash Equivalents.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Payment” has the meaning set forth in Section 7.05.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of Parent (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.” For the avoidance of doubt, each of the Borrowers shall constitute a Restricted Subsidiary under this Agreement, and neither Borrower may be designated as an Unrestricted Subsidiary.

“Revaluation Date” means with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment or extension of any such Letter of Credit and (c) each date of any payment by the applicable L/C Issuer under any Letter of Credit denominated in an Alternative Currency.

“Revolving Commitment Increase” has the meaning set forth in Section 2.14(a).

“Revolving Commitment Increase Lender” has the meaning set forth in Section 2.14(a).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and Class and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders of such Class pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.01A under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $425 million on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

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“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the amount of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the amount of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loans” has the meaning specified in Section 2.01(b).

“Revolving Credit Note” means a promissory note of the Borrowers payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrowers.

“Revolving Extension Offers” has the meaning specified in Section 2.16(a).

“S&P” means Standard & Poor’s Financial Services, LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by Parent or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred for value by such Person to a third Person in contemplation of such leasing.

“Same Day Funds” means immediately available funds.

“Sanction” or “Sanctions” means (a) any international economic sanction, administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other applicable sanctions authority and (b) any applicable requirement of Law relating to terrorism or money laundering.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit I-2 hereto (which agreement in such form or with immaterial changes thereto the Administrative Agent is authorized to enter into) together with any material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than five (5) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five (5) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s execution thereof.

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“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party and any Hedge Bank.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks and each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Agreement” has the meaning specified in Section 4.01(a)(iii).

“Senior Notes” means (a) $400 million in an aggregate principal amount of the Borrowers’ 5.250% senior unsecured notes due 2022 and (b) $400 million in an aggregate principal amount of the Borrowers’ 5.625% senior unsecured notes due 2024.

“Senior Notes Indenture” means the Indenture for the Senior Notes, dated as of January 31, 2014, between the Borrowers as issuers, Deutsche Bank Trust Company Americas, as trustee, and the other entities from time to time party thereto, as the same may be amended, modified, supplemented, replaced or refinanced to the extent not prohibited by this Agreement.

“Separation” means the disposition of all of the Capital Stock of Parent held by CBS Corporation and its applicable Subsidiaries in one or a series of transactions, including by way of the IPO and by way of a tax-free split-off or tax-free spin-off, pursuant to which CBS Corporation will (a) offer its stockholders the option to exchange their shares of CBS Corporation’s common stock for shares of Parent’s common stock in an exchange offering or exchange offerings and/or (b) distribute Parent common stock held by CBS Corporation on a pro rata basis to CBS Corporation’s shareholders whose CBS Corporation common stock remains outstanding after any exchanges are consummated.

“Similar Business” means any business conducted or proposed to be conducted by Parent and its Restricted Subsidiaries on the Closing Date or any business that is similar, reasonably related, complimentary, incidental or ancillary thereto.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets of such Person is greater than the amount that will be required to pay the probable liability of such Person on the sum of its debts and other liabilities, including contingent liabilities; (c) such Person has not incurred debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise); and (d) such Person does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.06(g).

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“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation (as “Restricted” or “Unrestricted”), merger, amalgamation, consolidation, Incremental Term Loan or Revolving Commitment Increase or any other transaction that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“Standalone Letter of Credit Facility” means any bi-lateral letter of credit facility provided by a Lender or an Affiliate of a Lender for the benefit of Parent and/or its Subsidiaries, as may be amended, restated, amended and restated, refinanced or replaced from time to time.

“Subordinated Indebtedness” means:

(a) any Indebtedness of a Borrower which is by its terms subordinated in right of payment to the Obligations; and

(b) any Indebtedness of a Guarantor which is by its terms subordinated in right of payment to the Guaranty of such Guarantor.

“Subsidiary” means, with respect to any Person:

(a) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(b) any partnership, joint venture, limited liability company or similar entity of which

(A) more than 50% of the voting interests or general partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise; and

(B) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Successor Company” has the meaning specified in Section 7.03(d).

“Survey” means a survey of any Real Property subject to a Mortgage (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Real Property is located, (ii) dated (or redated) not earlier than six (6) months prior to the date of delivery thereof unless there shall have occurred within six (6) months prior to such date of delivery any material change to such Real Property, improvements or any easement, right of way or other interest in the Real Property has been granted or become

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effective through operation of law or otherwise with respect to such Real Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than thirty (30) days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the subject Real Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the title company, (iv) complying in all material respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey including a survey endorsement, and (v) sufficient for the title company to issue a Title Policy, or (b) otherwise reasonably acceptable to the Collateral Agent.

“Swap” means any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1 a(47) of the Commodity Exchange Act.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate swaps and options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any Swap.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the swing line loan facility made available by the Swing Line Lenders pursuant to Section 2.04.

“Swing Line Lender” means Citibank, in its capacity as provider of Swing Line Loans or any successor or additional swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B hereto.

“Swing Line Note” means a promissory note of the Borrowers payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Swing Line Lender resulting from the Swing Line Loans.

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“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $100 million and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Taxes” means any present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges imposed by any Governmental Authority, including any interest, additions to tax and penalties applicable thereto.

“Tax Group” has the meaning specified in Section 7.05(m).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and currency and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders.

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrowers pursuant to Section 2.01 (a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The initial aggregate amount of the Term Commitments is $800 million.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” means a Loan made pursuant to Section 2.01(a).

“Term Loan Standstill Period” has the meaning set forth in Section 8.01(b).

“Term Note” means a promissory note of the Borrowers payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Term Lender resulting from the Term Loans made by such Term Lender.

“Term Extension Offers” has the meaning specified in Section 2.16(a).

“Test Period” means, for any date of determination under this Agreement, the four consecutive fiscal quarters of Parent then last ended.

“Threshold Amount” means $50 million (or the equivalent thereof in any foreign currency).

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“Title Policy” means a policy of title insurance (or marked-up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of a Mortgage as a valid mortgage Lien (subject only to Permitted Liens) on the mortgaged property and fixtures described therein in the amount equal to no more than the fair market value of such mortgaged property and fixtures, issued by a title company reasonably acceptable to the Collateral Agent which shall (a) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent; (b) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount); (c) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit and so-called comprehensive coverage over covenants and restrictions, provided that, where the cost of a zoning endorsement is excessive in light of nature of the transaction the Administrative Agent shall reasonably consider Parent’s requests to waive such zoning endorsement and to provide a zoning opinion, report or other letter in form and substance reasonably satisfactory to the Administrative Agent; and (d) affirmatively insure against loss arising out from or contain no exceptions to title other than Liens permitted hereunder.

“Total Assets” means total assets of Parent and its Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of Parent and its Restricted Subsidiaries delivered pursuant to Section 6.01 as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Closing Date, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in Section 1.08.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transactions” means a collective reference to (a) Borrowers’ entry into the Facilities documented hereunder, (b) the Separation, (c) the REIT Election, (d) the IPO, (e) the issuance of the Senior Notes and (f) the Transfers. For the avoidance of doubt, the Transactions shall not include the Purging Distribution.

“Transfers” means a collective reference to the Debt Proceeds Transfers and the IPO Proceeds Transfers.

“Treasury Services Agreement” means (a) any agreement between any Loan Party and any Hedge Bank relating to commercial credit or debit card, merchant card, or purchasing card programs (including non-card e-payables services), or treasury, depository, or cash management services (including automatic clearing house transfer of funds, overdraft, controlled disbursement, electronic funds transfer, lockbox, stop payment, return item and wire transfer services) and (b) any Designated Standalone Letter of Credit Facility.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

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“U.S. Lender” means any Lender that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“Undisclosed Administration” means in relation to a Lender the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“United States Tax Compliance Certificate” has the meaning set forth in Section 3.01(d).

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means:

(a) any Subsidiary of Parent which at the time of determination is an Unrestricted Subsidiary (as designated by Parent, pursuant to Section 6.14); and

(b) any Subsidiary of an Unrestricted Subsidiary.

As of the Closing Date, all of Parent’s Subsidiaries are Restricted Subsidiaries.

“USA Patriot Act” has the meaning specified in Section 5.15.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors (or equivalent body) or other governing body of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: (a) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (b) the sum of all such payments; provided, that for purposes of determining the Weighted Average Life to Maturity of any Refinanced Debt or any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended, the effects of any amortization or prepayments made on such Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares required to be held by foreign nationals) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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“Withholding Agent” means any Loan Party, the Administrative Agent and, in the case of any U.S. federal withholding Tax, any other applicable withholding agent.

Section 1.02. Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,” “hereto,” “hereof” and “hereunder “and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d) The term “including” is by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including; “the words “to” and “until” each mean “to but excluding; “and the word “through” means “to and including.”

(g) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03. Accounting Terms; GAAP.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP, except as otherwise specifically prescribed herein.

(b) Notwithstanding anything to the contrary herein, for purposes of this Agreement (including in determining compliance with any test or covenant contained herein) with respect to (i) any Test Period during which any Specified Transaction occurs, the applicable Ratio shall be calculated with respect to such Test Period and such Specified Transaction on a Pro Forma Basis and (ii) any Test Period with respect to which testing is based on a Specified Transaction happening after the end of such Test Period, the applicable Ratio shall be calculated as if such Specified Transaction had taken place on the first day of such Test Period.

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(c) If Parent notifies the Administrative Agent that Parent wishes to amend any provision hereof to eliminate the effect of any change in GAAP (or in the application thereof) occurring after the Closing Date on the operation of such provision (or if the Administrative Agent notifies Parent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the compliance of Parent and its Subsidiaries with such provision shall be determined on the basis of GAAP as in effect (and as applied) immediately before the relevant change became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to Parent and the Required Lenders. Until such notice is withdrawn or the relevant provision is so amended, Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement setting forth a reconciliation between calculations made with respect to the relevant provision before and after giving effect to such change in GAAP. Notwithstanding any other provision of this agreement, in no event shall a lease obligation that does not constitute a Capitalized Lease Obligation under GAAP as in effect on the date hereof be treated as a Capitalized Lease Obligation for any purpose hereof.

Section 1.04. Rounding.

Any financial ratios required to be maintained by Parent pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

Section 1.05. References to Agreements, Laws, Etc.

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by the Loan Documents, and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06. Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07. Timing of Payment of Performance.

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

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Section 1.08. Pro Forma and Other Calculations.

(a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Ratios, shall be calculated in the manner prescribed by this Section 1.08; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, when calculating any Ratio for purposes of (i) the definition of “Applicable Rate” and (ii) Section 7.09 (other than for the purpose of determining Pro Forma Compliance with Section 7.09), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b) In the event that Parent or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock subsequent to the Test Period for which any Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the applicable Ratio is made (the “Ratio Calculation Date”), then the applicable Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred on the last day of the applicable Test Period; provided, however, that, for purposes of any pro forma calculation of the Total Leverage Ratio on such determination date pursuant to the provisions described in Section 7.02(a), the pro forma calculation shall not give effect to any Indebtedness incurred on such determination date pursuant to the provisions described under Section 7.02(b).

(c) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations and consolidations (as determined in accordance with GAAP), in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01 under the Securities Act), a company, a segment, an operating division or unit or line of business that Parent, or any of its Restricted Subsidiaries has determined to make and/or made during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP (except as set forth in the last sentence of clause (d) below) assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations and consolidations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom, subject to any limitations set forth in clause (a)(J) of the definition thereof, to the extent applicable) had occurred on the first day of the Test Period. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Parent or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Investment, acquisition, disposition, merger, amalgamation and consolidation, in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01 under the Securities Act), a company, a segment, an operating division or unit or line of business that would have required adjustment pursuant to this Section 1.08, then the applicable Ratio shall be calculated giving pro forma effect thereto for such Test Period as if such Investment, acquisition, disposition, merger and consolidation had occurred at the beginning of the applicable Test Period.

(d) For purposes of making the computation referred to above, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good

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faith by a responsible financial or accounting officer of Parent. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of Parent as set forth in an officer’s certificate, to reflect reasonably identifiable and factually supportable operating expense reductions and other operating improvements or synergies reasonably expected to result from any action taken or expected to be taken within twelve (12) months after the date of any acquisition, amalgamation or merger (subject to any limitations set forth in clause (a)(J) of the definition thereof, to the extent applicable); provided, that no such amounts shall be included pursuant to this paragraph to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period.

(e) For purposes of calculation of any Ratio, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve (12) month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable Test Period.

Section 1.09. Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II

The Commitments and Credit Extensions

Section 2.01. The Loans.

(a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrowers on a pro rata basis on the Closing Date, Loans denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Term Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers from its applicable Lending Office (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Business Day preceding the Maturity Date for the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, that after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding

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Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment; and provided, further, that on the Closing Date, any Revolving Credit Borrowings shall be limited to not more than $50 million solely to fund Closing Date Transaction Expenses and other expenses relating to the Transactions. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Section 2.02. Borrowings, Conversions and Continuations of Loans.

(a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon Parent’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by Parent pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of Parent. Except as provided in Section 2.14(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a minimum principal amount of $5 million, or a whole multiple of $1 million, in excess thereof. Except as provided in Section 2.03(c), 2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $1 million or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether Parent is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Parent fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If Parent requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by Parent, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same

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Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by Parent; provided, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by Parent, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Rate Loans.

(d) The Administrative Agent shall promptly notify Parent and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify Parent and the Lenders of any change in the Citibank base rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than twelve (12) Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03. Letters of Credit.

(a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit

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Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer;

(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;

(E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a standby Letter of Credit;

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(F) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

(G) the Letter of Credit is to be denominated in a currency other than Dollars;

(H) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Parent or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;

(I) after giving effect to such issuance, (1) the aggregate face amount of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (2) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in any Alternative Currency would exceed $25 million in the aggregate.

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Subject to Section 4.02, each Letter of Credit shall be issued or amended, as the case may be, upon the request of Parent delivered to an L/C Issuer during the period specified in Section 2.03(a) (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Parent. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 2:00 p.m. at least three (3) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the

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amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; and (e) such other matters as the relevant L/C Issuer may reasonably request (which may include the form of the requested Letter of Credit). In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request. Additionally, Parent shall furnish to each L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Parent and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the relevant L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the relevant L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to (regardless of whether the conditions set forth in Section 4.02 have been satisfied), purchase from the relevant L/C Issuer without recourse or warranty a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If Parent so requests in any applicable Letter of Credit Application, the relevant L/C Issuer may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, unless otherwise directed by the relevant L/C Issuer, Parent shall not be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, that the relevant L/C Issuer shall not permit any such extension if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form

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under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Credit Lender or Parent that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to Parent and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly Parent and the Administrative Agent thereof. Not later than 2:00 p.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit with notice to Parent (each such date, an “Honor Date”), the Borrowers shall reimburse, on a joint and several basis, such L/C Issuer through the Administrative Agent (or directly to such L/C Issuer with a written notice to the Administrative Agent) in an amount equal to the amount of such drawing in (x) with respect to any Letter of Credit issued in Dollars, in Dollars or (y) with respect to any Letter of Credit issued in an Alternative Currency, in such Alternative Currency (or if requested by the applicable L/C Issuer, the Dollar Equivalent thereof in Dollars). If the Borrowers fail to so reimburse such L/C Issuer by such time, the L/C Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof. In such event, Parent shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Revolving Credit Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available in Dollars (which in the case of any Letters of Credit denominated in an Alternative Currency shall be based on the Dollar Equivalent of the Unreimbursed Amount thereof) (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 4:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

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(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until a Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, (C) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (D) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; or (E) any other occurrence, event or condition, whether or not similar to any of the foregoing, including without limitation, any of the events specified in Section 2.03(e); provided, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by Parent of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse, on a joint and several basis, the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable L/C Issuer in accordance with banking industry

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rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause (ii) shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrowers to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

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(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any amendment or waiver of or any consent to departure from all or any of the provisions of the Loan Documents;

(vi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Parent, the Borrowers or any of their Subsidiaries; or

(vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party.

Parent shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Parent’s instructions or other irregularity, Parent will immediately notify the applicable L/C Issuer. The Borrowers shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuers. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than all documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Related Parties nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Lenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Related Parties, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, that anything in such clauses to the contrary notwithstanding, the Borrowers

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may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of all documents specified in the Letter of Credit strictly complying with the terms and conditions of a Letter of Credit, in each case, as determined in a final judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Notwithstanding anything to the contrary contained in this Section 2.03(f), the Borrowers shall retain any and all rights it may have against any L/C Issuer for any liability arising out of the bad faith, gross negligence or willful misconduct of such L/C Issuer, as determined by a final judgment of a court of competent jurisdiction.

(g) Cash Collateral. (i) If an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing that has not been repaid and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit for any reason remains outstanding and partially or wholly undrawn (and arrangements that are reasonably satisfactory to the applicable L/C Issuer have not otherwise been made), (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Lenders holding a majority of the Revolving Credit Commitments, as applicable, require the Borrowers to Cash Collateralize, on a joint and several basis, the L/C Obligations pursuant to Section 8.02, (iv) if, after the issuance of any Letter of Credit, any Lender becomes a Defaulting Lender or (v) an Event of Default set forth under Section 8.01(f) occurs and is continuing, then the Borrowers shall Cash Collateralize the then Outstanding Amount of (A) the applicable L/C Borrowing, in the case of the preceding clause (i), (B) all L/C Obligations, in the case of the preceding clauses (ii), (iii) and (v), or (C) such L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender that has not been re-allocated to Non-Defaulting Lenders in accordance with Section 2.17(a) in the case of the preceding clause (iv), and shall do so not later than 4:00 p.m., on (x) in the case of the immediately preceding clauses (i) through (iv), (1) the Business Day that Parent receives notice thereof, if such notice is received on such day prior to 12:00 Noon, or (2) if clause (1) above does not apply, the Business Day immediately following the day that Parent receives such notice and (y) in the case of the immediately preceding clause (v), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in

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blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay, on a joint and several basis, to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrowers.

(h) Letter of Credit Fees. The Borrowers shall pay, on a joint and several basis, to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit outstanding pursuant to this Agreement equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Such letter of credit fees shall be due and payable in arrears in U.S. Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay, on a joint and several basis, directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it to the applicable Borrower or Subsidiary equal to 0.125% of the daily maximum amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Such fronting fees shall be due and payable in arrears on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrowers shall pay, on a joint and several basis, directly to each L/C Issuer for its own account with respect to each Letter of Credit issued to a Borrower or a Subsidiary thereof the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

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(j) Conflict with Issuer Documents. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrowers, the Administrative Agent and such Revolving Credit Lender and such agreement shall specify such additional L/C Issuer’s L/C Commitment. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

(l) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and Parent when a Letter of Credit is issued, the rules of the ISP and, as to all matters not covered thereby, the laws of the State of New York shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the applicable L/C Issuer shall not be responsible to either Borrower (or any other Person) for, and such L/C Issuer’s rights and remedies against the Borrowers shall not be impaired by, any action or inaction of such L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(m) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, Parent or a Subsidiary thereof other than the Borrowers, the Borrowers shall be obligated to reimburse, on a joint and several basis, the L/C Issuers hereunder for any and all drawings under such Letter of Credit. The Borrowers hereby acknowledge that the issuance of Letters of Credit for the account of Parent or any such Subsidiary inures to the benefit of each Borrower, and that each Borrower’s business derives substantial benefits from the businesses of Parent and such Subsidiaries.

(n) Reporting of Letter of Credit Information. At any time that any Revolving Credit Lender other than the Person serving as the Administrative Agent is an L/C Issuer, then (i) on the last Business Day of each calendar month, (ii) on each date that a Letter of Credit is amended, terminated or otherwise expires, (iii) on each date that an L/C Credit Extension occurs with respect to any Letter of Credit, and (iv) upon the request of the Administrative Agent, each L/C Issuer (or, in the case of part (ii), (iii) or (iv), the applicable L/C Issuer) shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including any reimbursement, Cash Collateral, or termination in respect of Letters of Credit issued by such L/C Issuer) with respect to each Letter of Credit issued by such L/C Issuer that is outstanding hereunder, including any auto-renewal or termination of auto-renewal provisions in such Letter of Credit. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 2.03(n) shall limit the obligation of either Borrower or any Revolving Credit Lender hereunder with respect to its reimbursement and participation obligations, respectively, pursuant to this Section 2.03.

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(o) Deemed Issuance. Subject to the terms, conditions and limitations set forth in this Section 2.03, Parent may designate letters of credit not otherwise constituting Letters of Credit hereunder issued by any L/C Issuer to be Letters of Credit hereunder by written notice to the applicable L/C Issuer and the Administrative Agent. Following such designation, such letter of credit shall be deemed to be a Letter of Credit hereunder for all purposes and any fees relating to such letter of credit shall be payable as set forth herein (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such letters of credit).

Section 2.04. Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion, make loans to the Borrowers (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided, that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.17(a). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon Parent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the relevant Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of Parent. Promptly after receipt by the relevant Swing Line Lender of any Swing Line Loan

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Notice (by telephone or in writing), such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to the funding of the proposed Swing Line Borrowing (A) directing such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the relevant Swing Line Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers.

(c) Refinancing of Swing Line Loans. (A) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorize such Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The relevant Swing Line Lender shall furnish Parent with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 4:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan, as applicable, to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(i) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with this Section 2.04(c)(i), the request for Base Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to this Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(ii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on

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which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.

(iii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Federal Funds Rate. The Administrative Agent will make such demand upon the request of a Swing Line Lender.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan, Eurodollar Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

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Section 2.05. Prepayments.

(a) Optional. (i) Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

(ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

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(b) Mandatory.

(i) If (1) Parent or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(m), (s), (u) and (v)) or (2) any Casualty Event occurs, that results in the realization or receipt by Parent or such Restricted Subsidiary of Net Proceeds in excess of $10 million, the Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Parent, such Borrower or Restricted Subsidiary of such Net Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such portion of such Net Proceeds that Parent or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined to reinvest (as set forth in a notice from Parent to the Administrative Agent to be delivered on or prior to the date which is ten (10) Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby.

(ii) If any Loan Party or any Restricted Subsidiary of a Loan Party incurs or issues any Indebtedness after the Closing Date (other than, in the case of Parent or any Restricted Subsidiary, Indebtedness not prohibited under Section 7.02), including Credit Agreement Refinancing Indebtedness, the Borrowers shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Loan Party or Restricted Subsidiary of such Net Proceeds.

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(iii) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

(iv) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares (provided, that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class (or Classes) of Refinanced Debt), subject to clause (v) of this Section 2.05(b).

(v) Parent shall notify the Administrative Agent in writing of any mandatory prepayment of Loans (and/or Cash Collateralization of L/C Obligations) required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of Parent’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Parent no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining thereafter may be retained by the Borrowers and/or applied for any purpose not otherwise prohibited by this Agreement.

(vi) Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, each Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default,

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the Administrative Agent shall also be authorized (without any further action by or notice to or from Parent or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

Section 2.06. Termination or Reduction of Commitments.

(a) Optional. Parent may, upon notice to the Administrative Agent, elect to terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 2:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5 million or any whole multiple of $1 million in excess thereof and (iii) Parent shall not elect to terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit.

(b) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 10.13). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Section 2.07. Repayment of Loans.

(a) Term Loans. The Borrowers shall repay, on a joint and several basis, to the Administrative Agent for the ratable account of the Term Lenders on the Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans outstanding on such date.

(b) Revolving Credit Loans. The Borrowers shall repay, on a joint and several basis, to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of the Borrower’s Revolving Credit Loans outstanding on such date.

(c) Swing Line Loans. The Borrowers shall repay, on a joint and several basis, the aggregate principal amount of its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

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Section 2.08. Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09. Fees.

In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The Borrowers agree to pay, on a joint and several basis, to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due

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and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

(b) Other Fees. The Borrowers shall pay, on a joint and several basis, to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between Parent and the applicable Agent).

Section 2.10. Computation of Interest and Fees.

All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of three hundred and sixty five (365) or three hundred and sixty six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.11. Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

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(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

Section 2.12. Payments Generally.

(a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 3:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 3:00 p.m., shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to either Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to applicable Borrower the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount

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so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by either Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Unless the Administrative Agent shall have received notice from Parent prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C Issuers, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or Parent with respect to any amount owing under this clause (c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make its payment under Section 10.04(c).

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Except as otherwise provided herein, whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives

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funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

Section 2.13. Sharing of Payments.

Subject to Section 2.05(b)(v), if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be; provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.17, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrowers or any of their respective Subsidiaries (as to which the provisions of this Section shall apply).

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Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Section 2.14. Incremental Credit Extensions.

(a) Parent may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase”); provided, that upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Default or Event of Default shall exist and (ii) Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50 million (provided, that such amount may be less than $50 million if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount.

(b) Any Revolving Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the Revolving Credit Facility (including the maturity date in respect thereof but excluding up-front commitment or similar fees); provided, the Applicable Rate with respect to the Revolving Credit Facility may be increased if necessary to be consistent with that required by the lenders providing the Revolving Commitment Increase. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) shall not have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Term Loans, (d) shall be entitled to share in mandatory and voluntary prepayments on a ratable (or less than ratable, but in no event greater than ratable) basis with the Term Loans, and (e) shall bear interest at rates and be entitled to upfront fees as shall be determined by Parent and the applicable new Lenders; provided, however, that if the All-In Yield for the Incremental Term Loans shall exceed the All-In Yield with respect to the Term Loans by more than 50 basis points, then the interest rate margins applicable to the Term Loans shall be increased so that such excess shall be only 50 basis points. The Incremental Term Loans shall otherwise be on terms and pursuant to documentation to be determined by Parent; provided that, to the extent such terms and documentation are not consistent with the Term Facility (except to the extent permitted by clauses (a) through (e) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Administrative Agent or any Lender to the extent

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that such financial maintenance covenant is also added for the benefit of any corresponding existing Term Loans) and subject to clauses (b) and (c) above, the amortization schedule (if any) applicable to the Incremental Term Loans shall be determined by Parent and the lenders thereof.

(c) Each notice from Parent pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided, that the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.06(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the applicable Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment shall, without the consent of the Agents or the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent to effect the provisions of this Section 2.14, including without limitation to incorporate the applicable lenders in respect of Incremental Term Loans as “Lenders”, and the Incremental Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Incremental Term Loans as an independent Class or Facility, as applicable. The effectiveness of any Incremental Amendment shall be subject to such further conditions as Parent and the applicable Lenders and Additional Lenders shall agree. The Borrowers may use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees.

(d) Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the

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date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any reasonable and documented out-of-pocket costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(e) Notwithstanding anything to the contrary in this Section 2.14 or in Article IV or otherwise in this Agreement, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis.

(f) The effectiveness of any Incremental Amendment shall be subject to, if requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate, including to reflect any Incremental Term Loans provided on a “certain funds” basis) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans or Incremental Credit Increase is provided with the benefit of the applicable Loan Documents.

(g) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Section 2.15. Refinancing Amendments.

(a) On one or more occasions after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.

(b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion.

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(c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Section 2.16. Extension Offers.

(a) Pursuant to one or more offers made from time to time by Parent to all Term Lenders of a particular Class by notice to the Administrative Agent, on a pro rata basis (based on the aggregate outstanding Term Loans of such Class) and on the same terms (“Term Extension Offers”), the Borrowers are hereby permitted to consummate transactions with individual Term Lenders from time to time to extend the maturity date of such Lender’s Term Loans and to otherwise modify the terms of such Lender’s Term Loans pursuant to the terms of the relevant Term Extension Offer (including increasing the interest rate or fees payable in respect of such Lender’s Term Loans and/or modifying the amortization schedule (if any) in respect of such Lender’s Term Loans). Pursuant to one or more offers made from time to time by Parent to all Revolving Credit Lenders by notice to the Administrative Agent, on a pro rata basis (based on the aggregate outstanding Revolving Credit Commitments) and on the same terms (“Revolving Extension Offers” and, together with Term Extension Offers, “Extension Offers”), the Borrowers are hereby permitted to consummate transactions with individual Revolving Credit Lenders from time to time to extend the maturity date of such Lender’s Revolving Credit Commitments and to otherwise modify the terms of such Lender’s Revolving Credit Commitments pursuant to the terms of the relevant Revolving Extension Offer (including increasing the interest rate or fees payable in respect of such Lender’s Revolving Credit Commitments). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentences shall mean, (i) when comparing Term Extension Offers, that the Term Loans are offered to be extended for the same amount of time and that the interest rate changes and fees payable in respect thereto are the same and (ii) when comparing Revolving Extension Offers, that the Revolving Credit Commitments are offered to be extended for the same amount of time and that the interest rate changes and fees payable in respect thereto are the same. Any such extension (an “Extension”) agreed to between Parent and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan (provided, that, for the avoidance of doubt, the implementation of an Incremental Term Loan to establish an Extended Term Loan shall not count as an Incremental Term Loan for purposes of calculating the Maximum Incremental Facilities Amount) for such Lender (if such Lender is extending an existing Term Loan (such extended

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Term Loan, an “Extended Term Loan”)) or a Revolving Commitment Increase (provided, that, for the avoidance of doubt, such Revolving Commitment Increase shall not count for purposes of calculating the Maximum Incremental Facilities Amount) for such Lender (if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment”)).

(b) The Borrowers and each Extending Lender shall execute and deliver to the Administrative Agent a Loan Extension Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Credit Commitments of such Extending Lender. Each Loan Extension Agreement shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, that (i) except as to interest rates, fees, amortization, final maturity date, collateral arrangements and voluntary and mandatory prepayment arrangements (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by Parent and set forth in the Extension Offer), the Extended Term Loans shall have (x) the same terms as the Term Loans, or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the Maturity Date for the Term Loans, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans and (iv) except as to interest rates, fees, final maturity, collateral arrangements and voluntary and mandatory prepayment arrangements, any Extended Revolving Credit Commitment shall be a Revolving Credit Commitment with the same terms as the Revolving Credit Loans. Upon the effectiveness of any Loan Extension Agreement, this Agreement shall be amended to the extent necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Credit Commitments evidenced thereby and other changes necessary to preserve the intent of this Agreement without the consent of any other Lender and without regard to Section 10.01, including without limitation to incorporate the Extending Lenders as “Lenders”, and the Extended Term Loans and Extended Revolving Commitments as “Loans” and/or “Term Loans” and/or Commitments, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Extended Term Loans or Extended Revolving Commitments as an independent Class or Facility, as applicable. Any such deemed amendment may, at Parent or the Administrative Agent’s request, be memorialized in writing by the Administrative Agent and Parent and furnished to the other parties hereto.

(c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. For the avoidance of doubt, the commitments and obligations of any Swing Line Lender or L/C Issuer can only be extended pursuant to an Extension or otherwise with such Person’s consent.

(d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.16), (i) no Extended Term Loan or Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided, that the aggregate amount of Extended Term Loans or Extended Revolving Credit Commitment for any new Class of Term Loans or Revolving Credit Commitments made in connection with any Extension Offer shall be at least $50 million, (ii) any Extending Lender

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may extend all or any portion of its Term Loans and/or Revolving Credit Commitment pursuant to one or more Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension of any Loan or Revolving Credit Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Credit Commitment implemented thereby, (iv) the interest rate limitations referred to in the proviso to clause (e) of Section 2.14(b) shall not be implicated by any Extension and (v) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents.

(e) Each extension shall be consummated pursuant to procedures set forth in the associated Extension Offer; provided, that the Borrowers shall cooperate with the Administrative Agent prior to making any Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

Section 2.17. Defaulting Lenders.

(a) Reallocation of Participations to Reduce Fronting Exposure. All or any part of a Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless Parent shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(b) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in Section 2.17(a) cannot, or can only partially, be effected, the Borrowers shall, on a joint and several basis and without prejudice to any right or remedy available to them hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.03(g).

(c) New Swing Line Loans/Letters of Credit. Notwithstanding anything in this Agreement to the contrary, so long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) no L/C Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

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ARTICLE III

Taxes, Increased Costs Protection and Illegality

Section 3.01. Taxes.

(a) Any and all payments by any Loan Party to or for the account of any Recipient under any Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Withholding Agent shall be required by any Laws to deduct any Taxes from or in respect of any such payment, (i) the applicable Withholding Agent shall be entitled to make such deductions, (ii) the applicable Withholding Agent shall pay the full amount so deducted to the relevant Governmental Authority in accordance with applicable Laws, (iii) as soon as practicable after the date of such payment, Parent shall furnish to the Administrative Agent the original or a copy of a receipt evidencing payment thereof, a copy of the tax return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent, and (iv) if the Tax in question is an Indemnified Tax, the sum payable by the applicable Loan Party shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section 3.01(a)), the applicable Recipient receives an amount equal to the sum it would have received had no such deductions been made.

(b) In addition, the Borrowers and Guarantors agree to pay any and all present or future stamp, court or documentary, intangible, mortgage recording or similar Taxes which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, excluding any such Taxes imposed as a result of an assignment by a Lender (other than an assignment made pursuant to Section 10.13) that are Other Connection Taxes (hereinafter referred to as “Other Taxes”).

(c) Each Borrower and each Guarantor agrees to indemnify each Recipient, within ten (10) days after written demand therefor, for (i) the full amount of any Indemnified Taxes (including Indemnified Taxes imposed on or attributable to amounts payable under this Section 3.01) payable by such Recipient, whether or not such Taxes were correctly or legally imposed or asserted by the Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered to the Borrowers by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

(d) Status of Lenders. Each Lender shall, at such times as are reasonably requested by Parent or the Administrative Agent, provide Parent and the Administrative Agent with such properly completed and executed documentation prescribed by any Laws or reasonably requested by Parent or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in the rate of, any applicable withholding Tax with respect to any payments to be made to such Lender under any Loan Document. In addition, any Lender, if reasonably requested by Parent or the Administrative Agent, shall deliver such other documentation prescribed by any Laws or reasonably requested by Parent or the Administrative Agent as will enable the Loan Parties or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each

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Lender shall, whenever any such documentation (including any specific documentation required below in this Section 3.01(d)) becomes obsolete, expired or inaccurate in any respect, deliver promptly to Parent and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by Parent or the Administrative Agent) or promptly notify Parent and the Administrative Agent in writing of its legal ineligibility to do so.

Without limiting the generality of the foregoing:

(1) Each U.S. Lender shall deliver to Parent and the Administrative Agent on or before the date on which it becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Parent or the Administrative Agent) two (2) properly completed and duly executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding;

(2) Each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Parent and the Administrative Agent (in such number of copies as shall be requested by Parent or Administrative Agent) on or before the date on which it becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Parent or the Administrative Agent) whichever of the following is applicable:

(A) two (2) properly completed and duly executed originals of IRS Form W-8BEN (or any successor form) claiming eligibility for the benefits of an income tax treaty to which the United States is a party,

(B) two (2) properly completed and duly executed originals of IRS Form W-8ECI (or any successor form),

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two (2) properly completed and duly executed certificates substantially in the form of Exhibit J-1 (any such certificate, a “United States Tax Compliance Certificate”) and (B) two (2) properly completed and duly executed originals of IRS Form W-8BEN (or any successor form), or

(D) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), two (2) properly completed and duly executed originals of IRS Form W-8IMY (or any successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN, United States Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, IRS Form W-8IMY (or any successor form) and/or any other required information, certification or documentation from each beneficial owner, as applicable (provided, that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a United States Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of such direct or indirect partner (or partners));

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(3) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Parent and the Administrative Agent (in such number of copies as shall be requested by Parent or the Administrative Agent) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Parent or the Administrative Agent), two (2) properly completed and duly executed originals of any other form prescribed by applicable Laws (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents, together with such supplementary documentation as may be prescribed by applicable Law (including the Treasury Regulations) to permit any Loan Party or the Administrative Agent to determine the withholding or deduction required to be made; and

(4) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Parent and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by Parent or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Parent or the Administrative Agent as may be necessary for any Loan Party and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. For purposes of this clause (4), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any intergovernmental agreement or similar agreement intended to facilitate compliance with, or otherwise related to FATCA.

(e) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to change the jurisdiction of its Lending Office if such a change would reduce any such additional amounts in the future and would not, in the sole good faith determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

(f) If any Recipient determines, in its sole discretion exercised in good faith that it has received a refund in respect of any Taxes as to which indemnification or additional amounts have been paid to it pursuant to this Section 3.01, it shall promptly remit to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made or additional amounts paid under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Recipient (including any Taxes imposed with respect to such refund) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that such indemnifying party, upon the request of such Recipient, agrees to promptly repay to such Recipient the amount paid over to it pursuant to the above provisions of this Section 3.01(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority), in the event such Recipient is required to repay such refund to the relevant Governmental Authority. This Section 3.01(f) shall not be construed to require any Lender or Agent to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(g) For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 3.01, include any Swing Line Lender and any L/C Issuer.

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Section 3.02. Illegality.

If any Lender determines in good faith in its reasonable discretion that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Parent through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and Parent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrowers shall also pay, on a joint and several basis, accrued interest on the amount so prepaid or converted.

Section 3.03. Inability to Determine Rates.

If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (b) the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect

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to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Parent and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Parent may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a committed Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(d)) or any L/C Issuer;

(ii) subject any Lender or any L/C Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (except for (i) Indemnified Taxes indemnifiable under Section 3.01 and (ii) Excluded Taxes); or

(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrowers will pay, on a joint and several basis, to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered, to the extent such compensation is sought from similarly situated borrowers.

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(b) Capital Requirements. If any Lender or any L/C Issuer determines in good faith in its reasonable discretion that any Change in Law affecting such Lender or any L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy or liquidity), then, to the extent such compensation is sought from similarly situated borrowers, the Borrowers, upon request of such Lender or such L/C Issuer, as the case may be, will pay, on a joint and several basis, to such Lender or such L/C Issuer such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in clauses (a) or (b) of this Section and delivered to Parent shall be conclusive absent manifest error. The Borrowers shall pay, on a joint and several basis, such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Reserves on Eurodollar Rate Loans. The Borrowers shall pay, on a joint and several basis, to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which shall be due and payable on each date on which interest is payable on such Loan; provided Parent shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.

Section 3.05. Funding Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate, on a joint and several basis, such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan of any Borrower on a day other than the last day of the Interest Period for such Loan;

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(b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan of the Borrowers on the date or in the amount notified by Parent; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by Parent pursuant to Section 10.13;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay, on a joint and several basis, any customary administrative fees charged by such Lender in connection with the foregoing.

Section 3.06. Matters Applicable to All Requests for Compensation.

(a) Except with respect to any requests for compensation or indemnification under Section 3.01 (requests for which shall be governed by Section 3.01(c)), any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to Parent setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to Section 3.01, 3.02, 3.03 or 3.04 shall not constitute a waiver of such Lender’s or any L/C Issuer’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies Parent of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such one hundred and eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrowers under Section 3.04, Parent may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurodollar Rate Loans, or, if applicable, to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided, that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue any Eurodollar Rate Loan, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurodollar Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day (or days) of the then current Interest Period (or Interest Periods) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

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(d) If any Lender gives notice to Parent (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day (or days) of the next succeeding Interest Period (or Interest Periods) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

Section 3.07. Replacement of Lenders under Certain Circumstances.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrowers are required to pay any additional amount to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or such L/C Issuer, as the case may be. The Borrowers hereby agree to pay, on a joint and several basis, all reasonable costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, Parent may replace such Lender in accordance with Section 10.13.

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Section 3.08. Survival.

All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, resignation of the Administrative Agent and any assignment of rights by, or replacement of, a Lender or L/C Issuer.

ARTICLE IV

Conditions Precedent to Credit Extensions

Section 4.01. Conditions to the Initial Credit Extensions.

The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:

(i) executed counterparts of this Agreement;

(ii) an original Note executed by the Borrowers in favor of each Lender requesting a Note;

(iii) a security agreement, in substantially the form of Exhibit F hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:

(A) certificates and instruments representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,

(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,

(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens),

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(D) a Perfection Certificate duly executed by each of the Loan Parties, and

(E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken.

(iv) such certifications of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;

(vi) a favorable opinion of (A) Wachtell, Lipton, Rosen & Katz and (B) Venable LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Arrangers;

(vii) a certificate signed by a Responsible Officer of Parent certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied;

(viii) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements; and (C) the Projections;

(ix) a certificate attesting to the Solvency of Parent and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions, from Parent’s chief financial officer, substantially in the form of Exhibit K hereto;

(x) a certificate attaching all material documentation relating to any Standalone Letter of Credit Facility that is or will be in effect on the Closing Date; and

(xi) at least five (5) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities with respect to the Loan Parties reasonably requested by the Lenders at least ten (10) days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and

(b) (i) all fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid and (iii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have been paid, to the extent invoiced;

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the Arrangers shall be reasonably satisfied (i) that all necessary regulatory, governmental and corporate approvals and consents have been received and (ii) with the outstanding indebtedness of Parent and its subsidiaries, in each case, as of the Closing Date;

(c) the Arrangers shall have received public ratings for the Facilities from each of S&P and Moody’s, and a public corporate credit rating and a public corporate family rating in respect of Parent and its Subsidiaries after giving effect to the Closing Date Transactions from each of S&P and Moody’s; and

(d) since December 31, 2012, there has not occurred any event that has had or would reasonably be expected to have a Material Adverse Effect.

Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders and the Administrative Agent that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 4.02. Conditions to All Credit Extensions after the Closing Date.

Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of each Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension (except to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects.

(b) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) submitted by Parent shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything to the contrary in this Section 4.02 or in Section 2.14, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis.

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ARTICLE V

Representations and Warranties

Each Loan Party represents and warrants to the Agents and the Lenders that:

Section 5.01. Existence, Qualification and Power; Compliance with Laws.

Each Loan Party (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 5.02. Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Closing Date Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate or other organizational action and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01) (x) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (y) any material agreement to which such Person is a party; or (iii) violate any material Law; except with respect to any conflict, breach, violation or contravention referred to in clause (ii) or (iii), to the extent that such conflict, breach, violation or contravention would not reasonably be expected to have a Material Adverse Effect.

Section 5.03. Governmental Authorization; Other Consents.

No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with (a) the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Closing Date Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, or (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof), except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (or, with respect to consummation of the Transactions, will be duly obtained,

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taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

Section 5.04. Binding Effect.

This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (a) Debtor Relief Laws and by general principles of equity, (b) the need for filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (c) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries (other than those pledges made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary).

Section 5.05. Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements and the Quarterly Financial Statements fairly present in all material respects the financial condition of Parent and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (i) except as otherwise expressly noted therein and (ii) subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes.

(b) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

Section 5.06. Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or against any of their properties or revenues (other than actions, suits, proceedings and claims in connection with the Transactions) that either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 5.07. [Reserved]

Section 5.08. Ownership of Property; Liens.

Each Loan Party and each of its Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except (i) as set forth on Schedule 5.08, (ii) minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes, (iii) Liens permitted by Section 7.01 and (iv) where the failure to so have would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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Section 5.09. Environmental Compliance.

(a) There are no claims, actions, suits, or proceedings against Parent or any of its Subsidiaries alleging liability or responsibility for violation of, or otherwise relating to, any Environmental Law that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as specifically disclosed in Schedule 5.09(b) or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any Loan Party or any of its Subsidiaries at any other location.

(c) The properties owned, leased or operated by the Loan Parties and their Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of; (ii) require remedial action under; or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

(d) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner that would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

(e) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Section 5.10. Taxes.

Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, each of the Loan Parties and each of their Subsidiaries has filed all Tax returns required to be filed, and has paid all Taxes required to be paid by it, that are due and payable, except those Taxes which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been made in accordance with GAAP.

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Section 5.11. ERISA Compliance.

(a) Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(b) (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Pension Plan or Multiemployer Plan; (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that would reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(c) The Foreign Plans of the Loan Parties and the Subsidiaries are in compliance with the requirements of any Law applicable in the jurisdiction in which the relevant Foreign Plan is maintained, in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.12. Subsidiaries; Equity Interests.

As of the Closing Date (after giving effect to any part of the Transactions that is consummated on or prior to the Closing Date), no Loan Party has any material Subsidiaries other than those disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (a) those created under the Collateral Documents; and (b) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10(a) and (b) to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrowers and any Subsidiary thereof in each Subsidiary, including the percentage of such ownership.

Section 5.13. Margin Regulations; Investment Company Act.

(a) No Loan Party is engaged in, nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB (“Margin Stock”)), or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for the purpose of purchasing or carrying Margin Stock or any purpose that violates Regulation U.

(b) None of the Loan Parties or any of the Subsidiaries of the Loan Parties is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

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Section 5.14. Disclosure.

To the best of Parent’s knowledge, the reports, financial statements, certificates and other written information (other than as set forth below and other than information of a general economic or industry nature) furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the Transactions and the negotiation of this Agreement or delivered hereunder or under any other Loan Document, when taken as a whole, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided, that, with respect to projected financial information and pro forma financial information, Parent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such financial information as it relates to future events is not to be viewed as fact and that such projections may vary from actual results and that such variances may be material.

Section 5.15. OFAC and Patriot Act.

(a) None of Parent, any of its Subsidiaries, or any of Parent’s directors or officers, nor, to the knowledge of Parent or any of its Subsidiaries, any directors or officers of any of Parent’s Subsidiaries, is (i) the subject of Sanctions or controlled by someone who is the subject of Sanctions or (ii) in violation of any applicable requirement of Law relating to Sanctions.

(b) None of Parent and its Subsidiaries is organized or resident in a country or territory that is the subject of Sanctions.

(c) Parent and each of its Subsidiaries is in compliance with the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”) and OFAC.

Section 5.16. Intellectual Property; Licenses, Etc.

Each of the Loan Parties and their Subsidiaries owns, licenses or possesses the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businesses as currently conducted, except where the failure to so own, license or possess the right to use any such IP Rights would not reasonably be expected to have a Material Adverse Effect. No IP Rights and, to the Loan Parties’ knowledge, no advertising, product, process, method, substance, part or other material, in each case used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any rights held by any other Person except for such infringements, individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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As of the Closing Date, (i) each Loan Party owns each copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect, except, in each case, to the extent failure to own or possess such right to use or of such registrations to be valid and in full force and effect would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.17. Solvency.

On the Closing Date after giving effect to the Closing Date Transactions, Parent and its Subsidiaries, on a consolidated basis taken as a whole, are Solvent.

Section 5.18. FCPA.

No Loan Party, none of its Subsidiaries nor, to the knowledge of Parent, any director, officer, agent or employee of Parent or any of its Subsidiaries acting in his/her capacity as such, has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. Parent and its Subsidiaries have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

Section 5.19. Security Documents.

(a) Security Agreement. The Collateral Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Agreement or the Intercreditor Agreement (if in effect)), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements or taking possession or control, in each case subject to no Liens other than Liens permitted hereunder.

(b) PTO Filing; Copyright Office Filing. In addition to the actions taken pursuant to Section 5.20(a)(i), when the Security Agreement or a short form thereof (including any Intellectual Property Security Agreement) is properly filed in the United States Patent and

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Trademark Office and the United States Copyright Office, the Liens created by such Security Agreement (or Intellectual Property Security Agreement) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors (to the extent intended to be created thereby) in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) and Trademarks (as defined in the Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied-for Trademarks, Patents and Copyrights acquired by the grantors thereof after the Closing Date).

(c) Notwithstanding anything herein (including this Section 5.20) or in any other Loan Document to the contrary, neither Parent nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law.

Section 5.20. Use of Proceeds.

(a) The Borrowers will use the proceeds of the Term Loans solely for the following purposes: (i) for the Debt Proceeds Transfer; (ii) for Parent to make the Purging Distributions; (iii) to make Investments, acquisitions and Restricted Payments, in each case, to the extent permitted hereunder; and/or (iv) to fund working capital and general corporate purposes of Parent and the Restricted Subsidiaries, including the Closing Date Transaction Expenses and other expenses relating to the Transactions.

(b) No proceeds of the Revolving Loans shall be used for the Purging Distributions unless Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with the Liquidity Condition.

(c) No proceeds of the Loans will be used in violation of OFAC or the other Sanctions (i) by Parent or any of its Restricted Subsidiaries or (ii) to Parent’s knowledge, any other Person.

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ARTICLE VI

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable remains unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (and not Cash Collateralized), each of the Loan Parties shall, and shall cause each of their Restricted Subsidiaries to:

Section 6.01. Financial Statements.

(a) Deliver to the Administrative Agent for prompt further distribution to each Lender within ninety (90) days after the end of each fiscal year of Parent (or, with respect to fiscal year 2013 and fiscal year 2014, within ninety-five (95) days after the end of such fiscal year) beginning with the 2013 fiscal year, a consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any qualification that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date of the Revolving Facility; or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) (an “Accounting Opinion”); and

(b) Deliver to the Administrative Agent for prompt further distribution to each Lender within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (or, with respect to fiscal year 2014, within fifty (50) days after the end of each of the first three fiscal quarters in such fiscal year), a consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal quarter and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended, and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Parent and the Restricted Subsidiaries by furnishing Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided, that, to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by an Accounting Opinion. The information delivery requirements set forth in this Section 6.01 for the applicable period may be satisfied by Parent prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement with respect to the Senior Notes by (i) the posting of such information on Parent’s or a Borrower’s public website (which may include a press release of Parent or a Borrower), (ii) the filing with the SEC of such exchange offer registration statement and/or shelf registration statement, and any amendments thereto, with such information or (iii) by including in the registration statement for the IPO quarterly or annual updates, as applicable, containing the applicable required information.

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Documents required to be delivered pursuant to Section 6.01 and Section 6.02(b) and (c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent (or any direct or indirect parent of Parent) posts such documents, or provides a link thereto, at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Parent’s behalf on IntraLinks/IntraAgency or another relevant website (including without limitation the EDGAR website of the Securities and Exchange Commission), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Section 6.02. Certificates; Other Information.

Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Parent;

(b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Parent or any Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a) (but only together with the delivery of a Compliance Certificate in connection with financial statements delivered pursuant to Section 6.01(a)), (i) a report setting forth the information required by a Perfection Certificate Supplement or confirming that there has been no change in such information since the Closing Date or the date of the last such report (provided that no such Perfection Certificate Supplement or confirmation shall be required in connection with the Compliance Certificate to be delivered for the financial statements relating to the fiscal year ended December 31, 2013) and (ii) a list of the Subsidiaries of Parent that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate; and

(d) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent or its Affiliates, or the respective securities

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of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that so long as Parent is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC “which, at a minimum, shall mean that the word “PUBLIC “shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Parent, either Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC “are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC “as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Parent shall be under no obligation to mark any Borrower Materials “PUBLIC”.

Section 6.03. Notices.

Promptly after a Responsible Officer of a Loan Party has obtained knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default;

(b) of the occurrence of any ERISA Event; and

(c) of any matter (including in regard to any court suit or action) that has resulted or would reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of Parent setting forth details of the occurrence referred to therein and stating what action the Loan Parties have taken and propose to take with respect thereto and shall be made available to the Lenders by the Administrative Agent.

Section 6.04. Payment of Taxes.

Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of Taxes imposed upon it (including in its capacity as withholding agent) or upon its income or profits or in respect of its property, except, in each case, (a) to the extent the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been made in accordance with GAAP.

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Section 6.05. Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except (x) in a transaction permitted by Section 7.03 or 7.04 and (y) any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary and (b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.03 or 7.04 or clause (y) of this Section 6.05.

Section 6.06. Maintenance of Properties.

Except if the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) maintain, preserve and protect all of its material tangible properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice and in the normal conduct of its business.

Section 6.07. Maintenance of Insurance.

Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Parent and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons. Subject to Section 6.13(a), all such insurance policies of the Loan Parties shall name the Collateral Agent as additional insured (solely in the case of liability insurance) or loss payee (solely in the case of property insurance), as applicable. With respect to each parcel of Real Property that is subject to a Mortgage, obtain flood insurance in such total amount (no greater than the value of the property) as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements on such Real Property are located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

Section 6.08. Compliance with Laws.

Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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Section 6.09. Books and Records.

Maintain proper books of record and account, in which entries are full, true and correct in all material respects and are in conformity with GAAP consistently applied and which reflect all material financial transactions and matters involving the business of the Loan Parties or a Restricted Subsidiary, as the case may be.

Section 6.10. Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its senior officers, and independent public accountants, all at reasonable times during normal business hours, upon reasonable advance notice to Parent; provided, however, (a) unless an Event of Default exists, only the Administrative Agent on behalf of the Lenders may exercise the rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year, (b) if an Event of Default exists and an individual Lender elects to exercise rights under this Section 6.10, (x) such Lender shall coordinate with the Administrative Agent and any other Lender electing to exercise such rights and shall share the results of such inspection with the Administrative Agent on behalf of the Lenders and (y) the number of visits and expense associated with such individual Lender inspections must be reasonable, and (c) Parent shall have the opportunity to participate in any discussions with Parent’s independent public accountants.

Section 6.11. Additional Collateral; Additional Guarantors.

(a) Subject to this Section 6.11 and Section 6.13(b), with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof (or, with respect to intellectual property, in any event on a quarterly basis) (or such later date as the Administrative Agent may agree)) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably request to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Liens permitted hereunder; and (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected within the United States to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions within the United States as may be reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties.

(b) With respect to any Person that is or becomes a direct Subsidiary of a Loan Party after the Closing Date or ceases to be an Excluded Subsidiary, promptly (and in any event within thirty (30) days after the later of (I) the date such Person becomes a Subsidiary or

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(II) the date Parent delivers to the Administrative Agent financial statements by which it is determined that such Person ceased to be an Excluded Subsidiary (or such later date as the Administrative Agent may agree)) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by such Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder (or holders) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party (in each case, with respect to Foreign Subsidiaries, to the extent applicable and permitted under foreign laws, rules or regulations) or, if necessary to perfect a Lien under applicable Law, by means of an applicable Collateral Document, to create a Lien on such Equity Interests and intercompany notes in favor of the Collateral Agent on behalf of the Secured Parties and (ii) cause any such Subsidiary (A) to execute a joinder agreement reasonably acceptable to the Administrative Agent or such comparable documentation to become a Guarantor and a joinder agreement to the applicable Collateral Documents (including the Security Agreement), substantially in the form annexed thereto, and (B) to take all other actions reasonably requested by the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Collateral Documents (including the Security Agreement) to be duly perfected within the United States to the extent required by such agreement in accordance with all applicable Law, including the filing of financing statements in such jurisdictions within the United States as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent, or on which a Lien is required to be created, pursuant to clause (i) of this Section 6.11(b) shall not include any Equity Interests of a Subsidiary that is an Excluded Subsidiary by reason of clauses (b) or (e) of the definition of Excluded Subsidiary, (2) no Excluded Subsidiary shall be required to become a Guarantor or otherwise take the actions specified in clause (ii) of this Section 6.11(b), (3) no more than (A) 66% of the total voting power of all outstanding voting stock and (B) 100% of the Equity Interests not constituting voting stock of any CFC or CFC Holdco (except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as voting stock for purposes of this Section 6.11(b)) shall be required to be pledged and (4) no Equity Interests in any Person held by a Foreign Subsidiary shall be required to be pledged.

(c) Each Loan Party shall grant to the Collateral Agent, within ninety (90) days of the acquisition thereof (or such later date as the Administrative Agent may agree), a security interest in and mortgage in a form reasonably satisfactory to the Administrative Agent and Collateral Agent (a “Mortgage”) on each parcel of Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $5 million as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Liens permitted hereunder. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents

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as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent so required, a Title Policy, a Survey, local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) and a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination, together with a notice executed by such Loan Party about special flood hazard area status, if applicable, in respect of such Mortgage).

(d) The foregoing clauses (a) through (c) shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as (i) in the reasonable judgment of the Administrative Agent and Parent in writing, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (ii) such asset constitutes an Excluded Asset (as such term is defined in the Security Agreement). In addition, the foregoing will not require actions under this Section 6.11 by a Person if and to the extent that such action would (a) go beyond the corporate or other powers of the Person concerned (and then only as such corporate or other power cannot be modified or excluded to allow such action); or (b) unavoidably result in material issues of director’s personal liability, breach of fiduciary duty or criminal liability. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance or surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with Parent, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

(e) Notwithstanding the foregoing provisions of this Section 6.11 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 6.11 shall be subject to exceptions and limitations set forth herein, in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Collateral Agent and Parent. Notwithstanding the foregoing provisions of this Section 6.11 or anything in this Agreement or any other Loan Document to the contrary, any Subsidiary of Parent that Guarantees the Senior Notes shall be a Guarantor hereunder for so long as it Guarantees such Indebtedness.

Section 6.12. Compliance with Environmental Laws.

Except, in each case, to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits, (b) obtain and renew all Environmental Permits necessary for its operations and properties, and (c) to the extent the Loan Parties are required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any affected property, in accordance with the requirements of all Environmental Laws.

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Section 6.13. Post-Closing Conditions and Further Assurances.

(a) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its discretion), deliver each Collateral Document or other deliverable set forth on Schedule 6.13(a), duly executed by each Loan Party that is a party thereto, together with all documents and instruments required to perfect the security interest of the Administrative Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted hereunder.

(b) Promptly upon request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents. If the Administrative Agent, the Collateral Agent or the Required Lenders reasonably determine that they are required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Parent shall cooperate with the Administrative Agent in obtaining appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Section 6.14. Designation of Subsidiaries.

(a) After the Closing Date, Parent may designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary.

(b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time.

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(c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness).

Section 6.15. [Reserved]

Section 6.16. Use of Proceeds.

Use the proceeds of the Credit Extensions (including any issued Letters of Credit) not in contravention of any Law (including the Sanctions and OFAC) or of any Loan Document.

Section 6.17. Maintenance of Ratings.

Use commercially reasonable efforts to (a) cause each Facility to be continuously rated (but not any specific rating) by S&P and Moody’s and (b) maintain a public corporate rating (but not any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Moody’s, in each case for Parent.

Section 6.18. Lender Calls.

At the request of the Administrative Agent or of the Required Lenders and upon reasonable prior notice, hold a conference call (at a location and time selected by the Administrative Agent and Parent) with all Lenders who choose to attend such conference call, at which conference call the financial results of the previous fiscal year or first two (2) fiscal quarters of the current fiscal year, as applicable, and the financial condition of Parent and its Subsidiaries shall be reviewed; provided, that notwithstanding the foregoing, the requirement set forth in this Section 6.18 may be satisfied with a public earnings call; provided, further, in no event shall any such call be required to take place prior to forty five (45) days after the end of each of the second fiscal quarter of each fiscal year of Parent and ninety (90) days after the end of each fiscal year of Parent, as applicable; provided, further, that Parent shall in no event be required to hold more than two (2) such calls during any fiscal year.

Section 6.19. REIT Status.

If Parent makes the REIT Election, beginning with its first taxable year in which such election is intended to be effective, Parent shall (a) use its reasonable best efforts to operate so as to satisfy all requirements necessary to qualify and maintain its qualification as a REIT under the Code and (b) not engage in any “prohibited transaction” as defined for purposes of Section 857(b)(6) of the Code that would reasonably be expect to have a Material Adverse Effect, in either case, unless the board of directors (or equivalent body) of Parent determines that it is no longer in the best interests of Parent to continue to qualify as a REIT.

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ARTICLE VII

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:

Section 7.01. Liens.

Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures any obligation or any related guarantee, on any asset or property of Parent or any of its Restricted Subsidiaries, or any income or profits therefrom, or assign or convey any right to receive income therefrom, other than the following (“Permitted Liens”):

(1) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security laws or similar legislation, or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay, customs or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return of money bonds and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business;

(2) Liens imposed by law or regulation, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for Taxes, assessments or other governmental charges not yet overdue for a period of more than thirty (30) days or which are being contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance, surety bonds or bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

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(5) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness or other covenants, conditions, restrictions and minor defects or irregularities in title (“Other Encumbrances”), in each case which Liens and Other Encumbrances do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) of Section 7.02(b); provided, that such Liens extend only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any replacements, additions or accessions thereto and any income or profits therefrom;

(7) Liens existing on the Closing Date listed on Schedule 7.01(b);

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by Parent or any of its Restricted Subsidiaries;

(9) Liens on property at the time Parent or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into Parent or a Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; provided, further, however, that the Liens may not extend to any other property owned by Parent or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Parent, either Borrower or another Restricted Subsidiary permitted to be incurred under Section 7.02;

(11) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under this Agreement, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) (a) leases, subleases, licenses or sublicenses (including of real property and intellectual property) granted to others in the ordinary course of business and (b) with respect to any leasehold interest held by Parent or any of its Subsidiaries, the terms of the leases granting such leasehold interest and the rights of lessors thereunder, in the case of each of (a) and (b) which do not materially interfere with the ordinary conduct of the business of Parent or any of its Restricted Subsidiaries and do not secure any Indebtedness;

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(14) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases entered into by Parent and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Loan Parties;

(16) Liens on equipment of Parent or any of its Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility permitted to be incurred pursuant to Section 7.02(b)(19);

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) and this (18); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9) and this (18) at the time the original Lien became a Permitted Lien under this Agreement, and (ii) an amount necessary to pay any fees and expenses, including premiums, and accrued and unpaid interest related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations which do not exceed $100 million in aggregate principal amount at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking or other financial institutions arising as a matter of law or pursuant to customary depositary terms encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

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(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted pursuant to Section 7.02; provided, that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(26) banker’s liens, Liens that are statutory, common law or contractual rights of set-off and other similar Liens, in each case (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Parent or any of its Restricted Subsidiaries in the ordinary course of business;

(27) Liens pursuant to any Loan Document;

(28) Liens on Collateral securing Indebtedness incurred pursuant to Section 7.02(b)(20) (without duplication of any amounts that are secured pursuant to the Loan Documents), 7.02(b)(21) and 7.02(b)(22), in each case so long as such Indebtedness is subject to an Intercreditor Agreement (or Second Lien Intercreditor Agreement in the case of Permitted Junior Secured Refinancing Debt and such other Indebtedness pursuant to such sections as shall be intended to be secured on a second-lien basis);

(29) Liens on the Equity Interest of Unrestricted Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries;

(30) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(31) Liens on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; provided, that such defeasance or satisfaction and discharge is not prohibited by this Agreement;

(32) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(33) Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

(34) Liens solely on any cash earnest money deposits made by Parent or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted under this Agreement;

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(35) additional Liens securing Indebtedness of Parent and its Restricted Subsidiaries permitted pursuant to Section 7.02, so long as on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, Parent’s Consolidated Secured Leverage Ratio is less than or equal to 3.50 to 1.00 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, that any Liens on the Collateral incurred pursuant to this clause (35) shall be subject to an Intercreditor Agreement or a Second Lien Intercreditor Agreement; and

(36) Liens on assets of Non-Guarantor Subsidiaries securing Indebtedness of such Non-Guarantor Subsidiaries permitted pursuant to Section 7.02.

For purposes of this Section 7.01, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

Section 7.02. Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Parent will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that Parent may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Total Leverage Ratio of Parent and its Restricted Subsidiaries for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would not have been greater than 6.00 to 1.00, determined on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom); provided, further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to this Section 7.02(a) if, after giving pro forma effect to such incurrence or issuance, more than $300 million of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries is outstanding pursuant to this paragraph and clause (16) of Section 7.02(b) in the aggregate.

(b) The provisions of Section 7.02(a) hereof shall not apply to:

(1) Indebtedness of any Loan Party under the Loan Documents;

(2) the incurrence by a Loan Party of Indebtedness represented by the Senior Notes (including any guarantee thereof);

(3) Indebtedness of Parent or any of its Restricted Subsidiaries in existence on the Closing Date (other than Indebtedness described in clauses (1) and (2)) listed on Schedule 7.02(b);

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(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred or issued by Parent or any of its Restricted Subsidiaries, to finance the purchase, lease, construction or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Indebtedness incurred to refinance any such Indebtedness, in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding under this clause (4), does not exceed the greater of (x) $300 million and (y) 10% of the Total Assets determined at the time of incurrence;

(5) Indebtedness incurred by Parent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;

(6) Indebtedness arising from agreements of Parent or any of its Restricted Subsidiaries providing for indemnification, holdback, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(7) Indebtedness of Parent to a Restricted Subsidiary or a Restricted Subsidiary to Parent or another Restricted Subsidiary; provided, that (i) any such Indebtedness (other than such as may arise from ordinary course intercompany cash management obligations) owing by Parent, any Borrower or a Guarantor to a Non-Guarantor Subsidiary is expressly subordinated in right of payment to the Obligations and (ii) any such Indebtedness (other than such as may arise from ordinary course intercompany cash management obligations) owing by a Non-Guarantor Subsidiary to Parent, any Borrower or a Guarantor is pledged to the Administrative Agent pursuant to the terms of the Collateral Documents to the extent required thereby; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Parent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a Restricted Subsidiary issued to Parent or another Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in such Preferred Stock being beneficially owned by a Person other than Parent or any Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Parent or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

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(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 7.02, exchange rate risk, commodity pricing risk or any combination thereof;

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by Parent or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(11) Indebtedness or Disqualified Stock of Parent and Indebtedness, Disqualified Stock or Preferred Stock of any Borrower or Subsidiary Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the outstanding principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed the greater of (x) $200 million and (y) 6.0% of Total Assets determined at the time of incurrence;

(12) the incurrence by Parent or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued under clause (a) of this Section 7.02 and clauses (2), (3), this clause (12), and clauses (13) and (21) of this Section 7.02(b), including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), accrued interest, defeasance costs and reasonable fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”); provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Obligations, such Refinancing Indebtedness is subordinated or pari passu, as the case may be, to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Borrowers, Parent or a Guarantor.

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(13) Indebtedness, Disqualified Stock or Preferred Stock of (x) Parent or a Loan Party incurred to finance an acquisition or (y) Persons that are acquired by Parent or any Loan Party or merged into or consolidated with Parent or a Loan Party in accordance with the terms of this Agreement; provided that, after giving effect to such acquisition, merger or consolidation, either:

(A) Parent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 7.02(a), or

(B) the Consolidated Total Leverage Ratio is less than or equal to the Consolidated Total Leverage Ratio immediately prior to such acquisition, merger or consolidation;

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business, provided, that such Indebtedness is extinguished within ten (10) Business Days of notice of its incurrence;

(15) (A) any guarantee by Parent or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Agreement and, in the case of the guarantee by a Loan Party of Indebtedness of Non-Guarantor Subsidiary, only to the extent that the related Investment is permitted, or (B) any guarantee by a Restricted Subsidiary of Indebtedness of Parent;

(16) Indebtedness of Non-Guarantor Subsidiaries in an aggregate principal amount, which when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (16) does not exceed $150 million at any one time outstanding;

(17) Indebtedness of Parent or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(18) Indebtedness consisting of Indebtedness issued by Parent or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Parent permitted under Section 7.05(e);

(19) Indebtedness incurred pursuant to any Receivable Facilities in an outstanding principal amount not to exceed $75 million;

(20) Indebtedness incurred pursuant to any Standalone Letter of Credit Facility in an aggregate principal amount not to exceed $80 million;

(21) Indebtedness incurred pursuant to a Permitted Debt Offering so long as, at the time of the incurrence thereof, after giving effect thereto, the aggregate principal amount of such Indebtedness does not exceed the Maximum Incremental Facilities Amount;

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(22) Credit Agreement Refinancing Indebtedness;

(23) Equity Interests (other than Disqualified Stock) of Capital LLC in connection with “UPREIT” acquisitions that do not constitute a Change of Control; and

(24) Indebtedness of Parent or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business.

(c) For purposes of determining compliance with this Section 7.02, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (24) of Section 7.02(b) above or is entitled to be incurred pursuant to Section 7.02(a) hereof, Parent, in its sole discretion, will divide and/or classify on the date of incurrence and may later redivide and/or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or such paragraph.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional indebtedness with the same terms, the payment of dividends in the form of additional shares of Disqualified Stock or Preferred Stock, as applicable, of the same class, and accretion of original issue discount or liquidation preference will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 7.02. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 7.02.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed (whichever is lower), in the case of revolving credit debt; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. For the avoidance of doubt and notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this Section 7.02 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

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Notwithstanding anything to the contrary contained in this Section 7.02, Parent will not, and will not permit any Loan Party to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of such Loan Party, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Obligations or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the applicable Loan Party.

For the purposes of this Agreement, (a) Indebtedness that is unsecured is not deemed to be subordinated or junior to secured Indebtedness merely because it is unsecured, and (b) Indebtedness is not deemed to be subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 7.03. Fundamental Changes.

Neither Parent nor any of its Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Restricted Subsidiary may merge or consolidate with (i) Parent or a Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided, that Parent or such Borrower shall be the continuing or surviving Person; or (ii) one or more other Restricted Subsidiaries; provided, that when any Person that is a Loan Party is merging with a Restricted Subsidiary under this clause (a)(ii), a Loan Party shall be the continuing or surviving Person;

(b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party; and (ii) any Subsidiary may liquidate or dissolve into its parent if Parent determines in good faith that such action is in the best interest of Parent and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders;

(c) Parent or any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Parent or any Restricted Subsidiary; provided, that if the transferor in such a transaction is a Borrower or a Guarantor, then the transferee must be Parent, a Borrower or a Guarantor and; provided, further, that at least one Borrower shall remain after such transaction; and

(d) so long as no Default exists or would result therefrom, Parent or a Borrower may merge or consolidate with any other Person; provided, that (i) Parent or such Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not Parent or such Borrower, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party

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pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) in the case of a Successor Company for a Borrower, each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee and its pledges and other obligations under the Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents, and (D) Parent shall have delivered to the Administrative Agent (i) an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as reasonably requested by the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the applicable Borrower under this Agreement;

(e) so long as no Default exists or would result therefrom, a Guarantor may merge or consolidate with any other Person; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Guarantor under this Agreement;

(f) so long as no Default exists or would result therefrom, Parent, a Borrower or any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.05; and

(g) so long as no Default exists or would result therefrom, Parent or any Restricted Subsidiary may consummate a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.04.

Section 7.04. Dispositions.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Disposition, except:

(a) any disposition of cash, Cash Equivalents or Investment Grade Securities or damaged, obsolete or worn out equipment or other assets, or assets no longer used or useful in the business of Parent and the Restricted Subsidiaries in the reasonable opinion Parent, in each case, in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or any lease of advertising space, in each case in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of Parent or a Restricted Subsidiary in a manner permitted pursuant to Section 7.03 (other than clause (g) thereof);

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(c) the making of any Restricted Payment that is permitted to be made, and is made, under Section 7.05 or any Permitted Investment;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by Parent) not to exceed $10 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to Parent or by Parent or a Restricted Subsidiary to another Restricted Subsidiary; provided, that any transfer from a Loan Party shall be to another Loan Party;

(f) to the extent qualifying for non-recognition under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets or Dispositions of asset required by Law, governmental regulation or any Governmental Authority;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(k) any financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property built or acquired by Parent, or any of its Restricted Subsidiaries after the Closing Date;

(l) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business (other than exclusive, world-wide licenses that are longer than three (3) years);

(m) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(n) the lapse or abandonment of intellectual property rights in the ordinary course of business which, in the reasonable good faith determination of Parent, are not material to the conduct of the business of Parent and its Restricted Subsidiaries taken as a whole;

(o) an issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans, stock subscription or shareholder agreements, stock ownership plans and other similar plans, policies, contracts or arrangements established in the ordinary course of business or approved by Parent in good faith;

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(p) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(q) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(r) dispositions of limited partnership or equivalent Equity Interests of Capital LLC for consideration at the time of any such disposition at least equal to the fair market value (as determined in good faith by Parent) of the interests disposed of, in each case in connection with “UPREIT” acquisitions that do not constitute a Change of Control;

(s) dispositions for at least fair market value of any property the disposition of which is necessary for Parent to qualify, or maintain its qualification, as a REIT for U.S. federal income tax purposes, in each case, in Parent’s good faith determination;

(t) the granting of Liens not prohibited by this Agreement;

(u) Dispositions of Investments in and the property of joint ventures (to the extent any such joint venture constitutes a Restricted Subsidiary) so long as the aggregate fair market value (determined, with respect to each such Disposition, as of the time of such Disposition) of all such Dispositions does not exceed $10 million; and

(v) Dispositions (including by way of any Sale and Lease-Back Transaction) with respect to which (1) Parent or any Restricted Subsidiary, as the case may be, receives consideration at the time of such Disposition at least equal to the fair market value (as determined in good faith by Parent) of the assets sold or otherwise disposed of; and (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, that the amount of:

(i) any liabilities (as shown on Parent’s most recent consolidated balance sheet or in the footnotes thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by Parent) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Disposition) and for which Parent and all such Restricted Subsidiaries have been validly released,

(ii) any notes or other obligations or securities received by Parent or any such Restricted Subsidiary from such transferee that are converted by Parent or any such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within one hundred and eighty (180) days following the receipt thereof, and

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(iii) any Designated Non-cash Consideration received by Parent or such Restricted Subsidiary in such Disposition having an aggregate fair market value (as determined in good faith by Parent), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (a) the amount of the cash received (less the cost of disposition, if any) and (b) the initial amount of such Designated Non-Cash Consideration) not to exceed $200 million, with the fair market value (as determined in good faith by Parent) of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

Section 7.05. Restricted Payments.

Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make any payment or distribution on account of Parent’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than (x) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Parent, or (y) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, Parent or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; (ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of Parent, or to the extent held by a Person other than Parent or a Restricted Subsidiary, Capital LLC, including in connection with any merger or consolidation; (iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness or unsecured Indebtedness other than the payment, redemption, repurchase, defeasance, acquisition or retirement of: (x) Indebtedness permitted under Section 7.02(b)(7); or (y) the purchase, repurchase or other acquisition of Subordinated Indebtedness or unsecured Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition (all such payments and other actions set forth in clauses (i) through (iii) above being collectively referred to as “Restricted Payments”), except as follows:

(a) so long as no Default shall have occurred and be continuing or would occur as a consequence thereof and Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01, Restricted Payments, together with the aggregate amount of all other Restricted Payments made by Parent and its Restricted Subsidiaries after the Closing Date pursuant to Section 7.05(b) in an aggregate amount not to exceed the Available Amount;

(b) the payment of any dividend or distribution or the consummation of any irrevocable redemption within sixty (60) days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Agreement as if it were and is deemed at such time to be a Restricted Payment at the time of such notice;

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(c) the redemption, repurchase, retirement or other acquisition of any Equity Interests of Parent or Capital LLC, or of Subordinated Indebtedness or unsecured Indebtedness of any Loan Party, in exchange for, or out of the proceeds of the substantially concurrent issuance or sale (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust established by Parent) of, Equity Interests of Parent (other than Disqualified Stock) (collectively, the “Refunding Capital Stock”);

(d) the purchase, redemption, defeasance, repurchase or other acquisition or retirement of Subordinated Indebtedness or unsecured Indebtedness of a Borrower or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent issuance of, new Indebtedness of a Borrower or a Guarantor, as the case may be, which is incurred in compliance with Section 7.02 so long as:

(i) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or unsecured Indebtedness being so purchased, redeemed, defeased, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness or unsecured indebtedness being so purchased, redeemed, defeased, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(ii) such new Indebtedness is subordinated to the Loans or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness or unsecured Indebtedness so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired for value;

(iii) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or unsecured Indebtedness being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired; and

(iv) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or unsecured Indebtedness being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired;

(e) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of Parent held by any future, present or former employee, director or consultant of Parent or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement; provided, however, that the aggregate Restricted Payments made under this Section 7.05(e) do not exceed in any calendar year $25 million (with unused amounts in any calendar year being carried over for one additional calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed:

(i) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of Parent to members of management, directors or consultants of Parent or any of its Subsidiaries that occurs after the Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of the Available Amount; plus

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(ii) the cash proceeds of key man life insurance policies received by Parent or any Restricted Subsidiary after the Closing Date; less

(iii) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this Section 7.05(e);

and provided, further, that cancellation of Indebtedness owing to Parent or any Restricted Subsidiary from members of management of Parent or any of Parent’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of Parent will not be deemed to constitute a Restricted Payment for purposes of this Section 7.05 or any other provision of this Agreement;

(f) repurchases of Equity Interests deemed to occur (i) upon exercise of stock options, stock appreciation rights or warrants if such Equity Interests represent a portion of the exercise price of such options, stock appreciation rights or warrants or (ii) for purposes of satisfying any required tax withholding obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee;

(g) so long as no Default shall have occurred and be continuing or would occur as a consequence thereof, Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this Section 7.05(g), not to exceed $200 million;

(h) distributions or payments of Receivables Fees;

(i) the repurchase, redemption or other acquisition for value of Equity Interests of Parent deemed to occur in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of Parent or its Subsidiaries, in each case, permitted under this Agreement;

(j) so long as no Default shall have occurred and be continuing or would occur as a consequence thereof, the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Parent or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(k) the Purging Distributions so long as Parent is pursuing the REIT Election in good faith; provided, that (i) no such dividend or distribution shall be permitted under this clause (k) to the extent an Event of Default of the type described in Section 8.01(a) or (f) has occurred and is continuing or the Obligations have been accelerated following any other Event of Default, unless such dividend or distribution is being made with the proceeds of the IPO and (ii) the aggregate amount of the Purging Distributions to be paid in cash in reliance on this clause (k) shall not exceed 20% of the aggregate value of all Purging Distributions;

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(l) for any taxable period in which the taxable income of Parent and/or any of its Subsidiaries is included in a consolidated, combined or similar income tax group of which a direct or indirect parent of Parent is the common parent (a “Tax Group”), an amount not to exceed the tax liabilities that Parent and the applicable Subsidiaries, in the aggregate, would have been required to pay in respect of such taxable income if such entities were a standalone group of corporations separate from such Tax Group (it being understood and agreed that, if Parent or any Subsidiary pays any portion of such tax liabilities directly to any taxing authority, a Restricted Payment in duplication of such amount shall not be permitted to be made pursuant to this clause (l)); provided, that, from and after the execution of the tax matters agreement in connection with the IPO and the Separation, and while such tax matters agreement remains in effect, payments in respect of any taxes pursuant to this clause (l) shall not exceed the amounts required to be paid in respect of such taxes pursuant to such tax matters agreement;

(m) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Parent or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiaries issued or incurred in accordance with Section 7.02;

(n) so long as no Event of Default shall have occurred and be continuing or would occur as a consequence thereof, any Restricted Payment to fund the Transfers, so long as any Restricted Payments relating thereto are made in connection with or in anticipation of the Separation, so long as Parent is pursuing the Separation in good faith;

(o) any Restricted Payment to fund the Transactions (including the Transfers) and the Purging Distribution to the extent funded with the proceeds of the IPO, so long as any Restricted Payments relating thereto are made in connection with or in anticipation of the Separation, so long as Parent is pursuing the Separation in good faith;

(p) payments of cash, or dividends, distributions or advances by Parent or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(q) mandatory redemptions or repurchases of Disqualified Stock the issuance of which itself constituted a Restricted Payment or Permitted Investment otherwise permissible hereunder; and

(r) the purchase, repurchase or other acquisition of Subordinated Indebtedness or unsecured Indebtedness in an amount not to exceed $25 million.

Notwithstanding the foregoing, following the REIT Election, Parent may declare or pay any dividend or make any distribution on or in respect of shares of Parent’s Capital Stock, in each case constituting a Restricted Payment, to holders of such Capital Stock to the extent that Parent believes in good faith that it qualifies as a REIT and that the declaration or payment of a dividend or making of a distribution in such amount is necessary to maintain Parent’s status as a REIT for any taxable year, with such dividend to be paid or distribution to be made as and when determined by Parent, whether during or after the end of the relevant taxable year; provided, that (i)

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no such dividend or distribution shall be permitted under this paragraph to the extent that an Event of Default of the type described in Section 8.01(a) or (f) has occurred and is continuing or the Obligations have been accelerated following any other Event of Default and (ii) two consecutive dividends or distributions pursuant to this paragraph shall not be permitted during the pendency of any individual Event of Default.

Section 7.06. Investments.

Parent shall not, nor shall Parent permit any of its Restricted Subsidiaries to, directly or indirectly make an Investment other than any Permitted Investment.

Parent will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary other than as permitted pursuant to Section 6.14. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Parent and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if an Investment in such amount would be permitted at such time, pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.”

Section 7.07. Transactions with Affiliates.

(a) Parent shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25 million unless: (i) such Affiliate Transaction is on terms that are not materially less favorable to Parent or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Person with an unrelated Person on an arm’s-length basis; (ii) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50 million is approved by a majority of the board of directors (or equivalent body) of Parent; and (iii) Parent delivers to the Administrative Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $75 million, an opinion as to the fairness to Parent or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.

(b) The foregoing provisions will not apply to the following:

(1) transactions between or among Parent or any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary as a result of, or in connection with, such transaction, so long as neither such Person nor the selling entity was an Affiliate of Parent or any Restricted Subsidiary prior to such transaction);

(2) Restricted Payments permitted to be made pursuant to Section 7.05 and Investments permitted to be made pursuant to Section 7.06;

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(3) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements and agreements provided on behalf of, or entered into with, officers, directors, employees or consultants of Parent or any of its Restricted Subsidiaries;

(4) any agreement or arrangement (i) as in effect as of the Closing Date or (ii) anticipated to be entered into in connection with the Separation and/or the Initial Public Offering, in each case, as set forth on Schedule 7.07, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement, as determined in good faith by Parent) and any transaction contemplated thereby, as determined in good faith by Parent;

(5) the Transactions and the payment of all fees and expenses related to the Transactions;

(6) transactions with customers (including leases and other arrangements for the use of advertising space), clients, suppliers, or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to Parent and its Restricted Subsidiaries, in the reasonable determination of the board of directors (or equivalent body) of Parent or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(7) the issuance or transfer of Equity Interests (other than Disqualified Stock) of Parent;

(8) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(9) payments or loans (or cancellation of loans) to employees, directors or consultants of Parent or any of its Restricted Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements with such employees, directors or consultants which, in each case, are approved by Parent in good faith;

(10) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business;

(11) transactions with respect to which Parent or any Restricted Subsidiary, as the case may be, has obtained a letter from an Independent Financial Advisor stating that such transaction is fair to Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 7.07(a)(i);

(12) the issuances of securities or other payments, loans (or cancellation of loans) awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or similar employee benefit plans approved by the Board of directors (or equivalent body) of Parent in good faith;

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(13) any contribution to the capital of Parent (other than in consideration of Disqualified Stock); and

(14) the provision to Unrestricted Subsidiaries of cash management, accounting and other overhead services in the ordinary course of business undertaken in good faith and not for the purpose of circumventing any covenant set forth in this Agreement.

Section 7.08. Burdensome Agreements.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (a) pay dividends or make any other distributions to Parent or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to Parent or any Restricted Subsidiary;

(2) make loans or advances to Parent or any Restricted Subsidiary; or

(3) sell, lease or transfer any of its properties or assets to Parent or any Restricted Subsidiary

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions (i) in effect on the Closing Date or in the Senior Notes Indenture or (ii) to the extent not in effect on the Closing Date, set forth on Schedule 7.08 hereto or in any other agreement governing Indebtedness permitted hereunder to the extent not materially more restrictive for Parent and its Restricted Subsidiaries than one or both of the Loan Documents and/or the Senior Notes Indenture;

(b) the Loan Documents;

(c) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of the nature described in clause (3) above on the property so acquired or leased;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Parent or any Restricted Subsidiary in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

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(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Parent, that impose restrictions solely on the assets to be sold;

(g) Secured Indebtedness otherwise permitted to be incurred under Sections 7.01 and 7.02 that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Closing Date under Section 7.02;

(j) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture;

(k) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of Parent are necessary or advisable to effect such Receivables Facility.

Section 7.09. Financial Covenant.

As long as any Revolving Credit Commitment remains outstanding, Parent shall not permit the Consolidated Net Secured Leverage Ratio as of the last day of any Test Period to be higher than 3.50 to 1.00 (such ratio, the “Maximum Consolidated Net Secured Leverage Ratio”); provided, that the Maximum Consolidated Net Secured Leverage Ratio will be increased to 4.00 to 1.00 upon the occurrence of the REIT Election.

The provisions of this Section 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01.

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Section 7.10. Accounting Changes.

Parent shall not make any change in its fiscal year; provided, however, that Parent may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Parent and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 7.11. Change in Nature of Business.

Parent shall not, nor shall Parent permit any of its Restricted Subsidiaries to, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by Parent and its Restricted Subsidiaries on the Closing Date or any Similar Business.

Section 7.12. Sale and Lease-Back Transactions.

Parent will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, that Parent or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if (a) Parent or such Restricted Subsidiary, as applicable, could have (i) incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction under Section 7.02, (ii) incurred a Lien to secure such Indebtedness without equally and ratably securing the Obligations pursuant to Section 7.01 and (b) the transfer of assets in such Sale and Leaseback Transaction is permitted by Section 7.04(d) or (v) and Parent or such Restricted Subsidiary applies the proceeds of such transaction in compliance with Section 2.05(b).

ARTICLE VIII

Events Of Default and Remedies

Section 8.01. Events of Default.

Any of the following shall constitute an event of default (an “Event of Default”):

(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, (ii) within three (3) Business Days after the same becomes due, any interest on any Loan or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. Parent fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01, 6.03(a) or 6.05(a) (solely with respect to Parent and the Borrowers), Section 6.16, or Article VII; provided, that a Default as a result of a breach of Section 7.09 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Term Loans, Incremental Term Loans or Extended Term Loans unless and until the Revolving Credit Lenders have declared all amounts outstanding under the Revolving Credit Facility to be immediately due and payable and all outstanding Revolving Credit Commitments to be immediately terminated, in each case in accordance with this Agreement (the “Term Loan Standstill Period”); or

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(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days following the date a Responsible Officer of Parent becomes aware of such failure; or

(d) Representations and Warranties. Any representation, warranty or certification made or deemed made by or on behalf of Parent or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect in any material respect when made or deemed made; or

(e) Cross-Default. Parent, any Borrower, or any Restricted Subsidiary (i) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (including any outstanding letters of credit thereunder, but other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs that would constitute a default under such Indebtedness (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made or require cash collateralization thereof, prior to its stated maturity; provided, that this clause (e)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any Material Non-Guarantor Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Loan Party or Material Non-Guarantor Subsidiary and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any Loan Party or Material Non-Guarantor Subsidiary or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or any Loan Party or any Material Non-Guarantor Subsidiary becomes unable or fails generally to pay its debts as they become due; or

(g) Judgments; Attachments. (i) There is entered against any Loan Party or any Material Non-Guarantor Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has

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not disputed coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or (ii) in respect of an obligation in excess of the Threshold Amount, any writ or warrant of attachment or execution or similar process is otherwise issued or levied against all or any material part of the property of the Loan Parties and any Material Non-Guarantor Subsidiary, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.03 or 7.04) or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(i) Change of Control. There occurs any Change of Control; or

(j) Collateral Documents. Any Collateral Document after delivery thereof, including any Collateral Document delivered pursuant to Section 6.11 or 6.13, shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral, subject to Liens permitted under Section 7.01, (i) except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and (ii) except for any failure due to foreign Laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries (other than pledges made under Laws of the applicable jurisdiction of formation of such Foreign Subsidiary); or

(k) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of a Loan Party, a Restricted Subsidiary or any ERISA Affiliate under Title IV of ERISA in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, (ii) a Loan Party, any Restricted Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, or (iii) with respect to any Foreign Plan, a termination, withdrawal or noncompliance with applicable Law or plan terms, except as would not reasonably be expected to have a Material Adverse Effect.

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Section 8.02. Remedies Upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, to the extent such Event of Default solely comprises a Financial Covenant Event of Default, prior to the expiration of the Term Loan Standstill Period, at the request of the Required Class Lenders with respect to the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Loans, Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;

(c) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided, that upon the entry of an order for relief with respect to Parent or either Borrowers under the United States Bankruptcy Code (11 U.S.C. § 101, et seq), the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrowers to Cash Collateralize, on a joint and several basis, the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03. Application of Funds.

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by applicable Law):

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney

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Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been paid in full, as directed by Parent or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, as directed by Parent.

ARTICLE IX

Administrative Agent and Other Agents

Section 9.01. Appointment and Authority.

(a) Each of the Lenders and the L/C Issuers hereby irrevocably appoints Citibank to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers, and neither Parent nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

(b) The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank)

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and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

Section 9.02. Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 9.03. Exculpatory Provisions.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

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(d) The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02), in each case in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or an L/C Issuer.

(e) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.04. Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or an L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 9.05. Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time

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deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 9.06. Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.07. Resignation of Administrative Agent.

The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and Parent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Parent, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the Administrative Agent shall notify Parent and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuers directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Parent to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Parent and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

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Any resignation by Citibank as Administrative Agent pursuant to this Section 9.07 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Section 9.08. Administrative Agent May File Proofs of Claim.

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts to the extent due to the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due to the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer or in any such proceeding.

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Section 9.09. Collateral and Guaranty Matters.

Each of the Lenders (including in its capacity as a potential Hedge Bank) and each L/C Issuer irrevocably authorize the Collateral Agent:

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes “Excluded Assets” (as such term is defined in the Security Agreement), (iv) if approved, authorized or ratified in writing in accordance with Section 10.01, (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (b) below or (vi) upon the terms of the Collateral Documents or the Intercreditor Agreement (if in effect), Second Lien Intercreditor Agreement (if in effect), or any other intercreditor agreement entered into pursuant hereto.

(b) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or becomes an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer); and

(c) to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(6) (but solely in the case of Indebtedness incurred pursuant to clause (4) of Section 7.02(b)).

Upon request by the Administrative Agent or the Collateral Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.09. The Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to Parent such documents as Parent may reasonably request to evidence the release of any item of Collateral from the assignment

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and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release any Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.09.

Notwithstanding the foregoing, if, in compliance with the terms and provisions of Section 7.04 hereof, any portion of the Collateral is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, then (i) such portion of the Collateral shall, upon the consummation of such sale or transfer, be automatically released from the Lien of the Collateral Agent pursuant to any Collateral Document and (ii) if the aggregate fair market value of the portion of the Collateral so sold or otherwise transferred exceeds $5 million, Parent will promptly deliver to the Administrative Agent a notice of the consummation of such sale or other transfer, certifying that such sale was made in compliance with Section 7.04 hereof.

The Lenders hereby authorize the Administrative Agent and Collateral Agent, as applicable, to enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and the Lenders acknowledge that any such intercreditor agreement shall be binding upon the Lenders. The Administrative Agent and Collateral Agent, as applicable, agree, upon the request of Parent and at the Borrower’s expense, to negotiate in good faith and enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement.

Section 9.10. No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the “syndication agents,” “documentation agents,” “joint bookrunners” or “joint lead arrangers” listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.

Section 9.11. Treasury Services Agreements and Secured Hedge Agreements.

Except as expressly provided for herein with respect to any Designated Issuing Bank, no Hedge Bank that obtains the benefits of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or of the Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Treasury Services Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank, as the case may be.

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Section 9.12. Withholding Tax.

To the extent required by any applicable Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten (10) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.12. The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.12, include any Swing Line Lender and any L/C Issuer.

ARTICLE X

Miscellaneous

Section 10.01. Amendments, Etc.

Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and such Loan Party, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that, no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce or forgive the amount of, any scheduled payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest);

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(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each Lender holding such Loan or L/C Borrowing or to whom such fee or other amount is owed; provided, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(d) subject to the third paragraph of this Section 10.01, change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.06(b), 2.13, 8.03 or 10.06 (with respect to assignments by the Borrowers), without the written consent of each Lender;

(e) change the definition of “Required Class Lenders” without the written consent of each Lender in the affected Class;

(f) other than in connection with a transaction permitted under Section 7.03 or 7.04, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(g) other than in connection with a transaction permitted under Section 7.03 or 7.04, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;

(h) without the written consent of the Required Class Lenders, adversely affect the rights of a Class in respect of payments or Collateral in a manner different to the effect of such amendment, waiver or consent on any other Class, or

(i) without the written consent of any Designated Issuing Bank, change any of the definitions of “Required Lenders”, “Required Class Lenders” or “Secured Parties” or any of the provisions of Section 8.02, Section 8.03, this Section 10.01, Section 10.06(a) or Article 11 in a manner that is materially adverse to such Designated Issuing Bank if such impact is disproportionate to the effect on the Lenders.

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; (iv) Section 10.06(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and

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(v) no amendment, waiver or consent shall be made to modify Section 7.09 or any definition related thereto (as any such definition is used for purposes of Section 7.09) or waive any Default or Event of Default resulting from a failure to perform or observe the requirements of Section 7.09 without the written consent of the Required Class Lenders under the Revolving Credit Facility; provided, however, that the waivers described in this clause (v) shall not require the consent of any Lenders other than the Required Class Lenders under such Facility; and provided, further, that (A) the Borrowers and the Administrative Agent shall be permitted to enter into an amendment, supplement, modification, consent or waiver to cure any ambiguity, omission, defect, mistake or inconsistency in any Loan Document without the prior written consent of the Required Lenders and (B) guarantees and collateral security documents and related documents executed by the Loan Parties in connection with this Agreement may be amended, restated, amended and restated, supplemented or waived without the consent of any Lender if such amendment, restatement, amendment and restatement, supplement or waiver is delivered in order to (1) comply with local law or advice of local counsel, (2) cure ambiguities, omissions, mistakes, defects or inconsistencies or (3) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (i) the Commitment of such Lender may not be increased or extended, (ii) the maturity date of any Loan held by such Lender may not be extended and (iii) the principal or interest in respect of any Loans held by such Lenders shall not be reduced or forgiven, in each case without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Parent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Notwithstanding the foregoing, this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the applicable Swing Line Lender (or Swing Lien Lenders) and Parent so long as the Obligations of the Revolving Credit Lenders and, if applicable, any other Swing Line Lender are not affected thereby. Notwithstanding anything to the contrary herein, this Agreement and the other Loan Documents may be amended as set forth in Section 2.14, Section 2.15 and Section 2.16.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Required Lenders, Parent may replace such non-consenting Lender in accordance with Section 10.13; provided, that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by Parent to be made pursuant to this paragraph).

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Section 10.02. Notices; Effectiveness; Electronic Communications.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing (including by electronic communication) and shall be delivered as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Parent or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any Lender or L/C Issuer, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender or L/C Issuer on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or Parent may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided, that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

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(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of Parent or the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each Lender and L/C Issuer may change its address, telecopier or telephone number for notices and other communications hereunder by notice to Parent and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Parent or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by the Agents, L/C Issuer and Lenders. The Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of Parent even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation

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thereof. The Borrowers shall indemnify the Administrative Agent, the Collateral Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Parent in the absence of gross negligence or willful misconduct by such Person. All telephonic notices to and other telephonic communications with the Administrative Agent or the Collateral Agent, may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03. No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 10.04. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrowers shall pay, on a joint and several basis, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications

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or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); (ii) all reasonable and documented out-of-pocket expenses incurred by an L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; and (iii) after the occurrence and during the continuance of an Event of Default, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer) in connection with the enforcement or protection of its rights in connection with this Agreement and the Loans made or Letters of Credit issued hereunder, including all out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that reasonable fees and disbursements of outside counsel shall be limited to (x) one primary counsel for the Administrative Agent and the Lenders and, if reasonably required by the Administrative Agent, local or specialist counsel and (y) one additional counsel for the Lenders (unless there is an actual or perceived conflict of interest that requires separate representation for any Lender, in which case those Lenders similarly affected shall, as a whole, be entitled to one separate counsel) and, to the extent reasonably necessary, local or specialist counsel.

(b) Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Agent and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by Parent or any of its Subsidiaries, or any Environmental Liability related in any way to Parent or any of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (B) any material breach of the obligations of such Indemnitee under the Loan Documents, or (y) any proceeding that does not involve an act or omission by Parent or any Restricted Subsidiary and that is brought by an Indemnitee against another Indemnitee (other than disputes involving claims against any Agent in its capacity as such).

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(c) Reimbursement by Lenders. To the extent that either Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), any L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(e).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrowers shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 10.05. Payments Set Aside.

To the extent that any payment by or on behalf of a Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extent

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possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred; and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.

Section 10.06. Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, and the Designated Issuing Bank (and its assigns), except that (other than as permitted pursuant to Section 7.03), no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b); (ii) by way of participation in accordance with the provisions of Section 10.06(d); or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) or (iv) to an SPC in accordance with the provisions of Section 10.06(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than (i) the parties hereto, (ii) their respective successors and assigns permitted hereby, (iii) Participants to the extent provided in clause (d) of this Section and, (iv) to the extent expressly contemplated hereby, (x) the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders and (y) the Designated Issuing Bank (and its assigns)) any legal or equitable right, remedy or claim under or by reason of this Agreement. For the avoidance of doubt, the Designated Issuing Bank shall be a third party beneficiary of this Agreement solely with respect to all rights, benefits and privileges herein in respect of it or its Standalone Letter of Credit Facility set forth in this Section 10.06, Section 8.02, Section 8.03, Section 10.15, Section 10.16 and Section 10.17 and shall have all of the rights and benefits of a third-party beneficiary only in respect of the foregoing provisions.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment (or Commitments) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

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(B) in any case not described in clause (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5 million, in the case of any assignment in respect of the Revolving Credit Facility, or $1 million, in the case of any assignment in respect of Term Loans, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a) or (f) has occurred and is continuing, Parent otherwise consents; provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under each applicable Facility, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations under one Facility on a non-pro rata basis relative to its rights and obligations under another Facility;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by clause (b) (i)(B) of this Section and, in addition:

(A) the consent of Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;

(C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

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(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to Parent or any of Parent’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Parent and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (and subject to the obligations and limitations of) Sections 3.01, 3.04, 3.05 and 10.04 with respect to amounts payable thereunder and accruing for such Lender’s benefit but not paid prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any

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assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Parent and any Lender (with respect to its own interests only), at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, Parent, the Borrowers or the Administrative Agent, sell participations to any Eligible Assignee (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to clause (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections and Section 10.13 and the Participant’s compliance with Section 3.01(d)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and the Borrowers and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary; provided, that no Lender shall have the obligation to disclose all or a portion of the Participant

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Register (including the identity of the Participant or any information relating to a Participant’s interest in any Loans or other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that any loans are in registered form for U.S. federal income tax purposes.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results in a Change in Law that occurs after the Participant acquired the applicable participation.

(f) Certain Pledges. Any Lender may at any time, without consent or notice, pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and Parent (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan; (ii) any grant of such an option to any SPC shall not constitute a novation, if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof, and in no event shall any Granting Lender be released from its obligations hereunder. Each party hereto hereby agrees that (i) each SPC shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections and Section 10.13) to the same extent as if it were a Granting Lender and had acquired its interest by assignment pursuant to Section 10.06(b); provided, that an SPC shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Granting Lender would have been entitled to receive with respect to the SPC granted to such SPC, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable; and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of Parent and the Administrative Agent and with the payment of a processing fee in the amount of

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$3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the related Granting Lender; and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(h) Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), such L/C Issuer may, (i) subject to the remainder of this paragraph, upon thirty (30) days’ notice to Parent and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, Parent shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by Parent to appoint any such successor shall affect the resignation of such L/C Issuer. If any L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of such L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit

(i) Resignation as Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), Citibank may, (i) subject to the remainder of this paragraph, upon thirty (30) days’ notice to Parent and the Lenders, resign as Swing Line Lender. In the event of any such resignation as Swing Line Lender, Parent shall be entitled to appoint from among the Lenders a Swing Line Lender hereunder; provided, however, that no failure by Parent to appoint any such successor shall affect the resignation of Citibank as Swing Line Lender. If Citibank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender.

Section 10.07. Treatment of Certain Information; Confidentiality.

Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and that the disclosing party shall be liable for the failure

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of any such Persons to adhere to the requirements of this Section 10.07); (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement; or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (g) with the consent of Parent; (h) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder; and (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than Parent that is not itself, to the knowledge of such Person, in breach of a confidentiality obligation to Parent or any Subsidiary in connection with the disclosure of such Information.

For purposes of this Section, “Information” means all information received from Parent or any Subsidiary relating to Parent or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a non-confidential basis prior to disclosure by Parent or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning Parent or a Subsidiary, as the case may be; (b) it has developed compliance procedures regarding the use of material non-public information; and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. In addition, the Administrative Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

Section 10.08. Setoff.

In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to Parent, any such notice being waived by Parent (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special,

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time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify Parent and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have.

Section 10.09. Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.10. Counterparts; Effectiveness.

This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or email pdf of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or email pdf be confirmed by a manually signed original thereof; provided, that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or email pdf. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.

Section 10.11. Integration.

This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior

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agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided, that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.12. Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.13. Replacement of Lenders.

If any Lender requests compensation under Section 3.04, if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, if any Lender is a Defaulting Lender, if any Lender shall fail to consent to any amendment or waiver requested by the Borrowers in accordance with the last paragraph of Section 10.01 or if any other circumstance exists hereunder that gives Parent the right to replace a Lender as a party hereto, then Parent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(a) the Administrative Agent shall have received the assignment fee specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances and, other than in the case of a Defaulting Lender, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, any premium thereon (assuming for this purpose that the Loans of such Lender were being prepaid) from the assignee and any amounts payable by the Borrowers pursuant to Section 3.01, 3.04 or 3.05 from the Borrowers (it being understood that the Assignment and Assumption relating to such assignment shall provide that any interest and fees that accrued prior to the effective date of the assignment shall be for the account of the replaced Lender and such amounts that accrue on and after the effective date of the assignment shall be for the account of the replacement Lender);

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(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Parent to require such assignment and delegation cease to apply. Each Lender agrees that, if Parent elects to replace such Lender in accordance with this Section 10.13, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided, that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

Notwithstanding the foregoing, if Parent elects to replace a Lender in connection with a Repricing Transaction, such Lender shall be entitled to the Prepayment Premium paid in accordance with Section 2.05(a)(iii).

Section 10.14. Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby; and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by Parent and the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

Section 10.15. GOVERNING LAW.

THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(a) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN

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NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OR ANY APPELLATE COURT FROM ANY SUCH COURT, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 10.16. WAIVER OF RIGHT TO TRIAL BY JURY.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 10.17. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Loan Parties and the Administrative Agent shall have been notified by each Lender, the Swing Line Lenders and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 10.06 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.03.

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Section 10.18. No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers and the other Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrower, the other Loan Parties their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (ii) each of Parent and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of Parent and each of the other Loan Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, the other Loan Parties or any of their respective Affiliates, or any other Person; and (ii) neither the Administrative Agent, the Arrangers nor the Lenders have any obligation to the Borrower, the other Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Parent, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arrangers nor the Lenders have any obligation to disclose any of such interests to the Borrower, the other Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and each of the other Loan Parties hereby waive and release any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 10.19. Lender Action.

Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 10.20. USA Patriot Act.

Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name, address and tax identification number of

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each Loan Party and other information regarding each Loan Party that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent. Parent shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Section 10.21. Electronic Execution of Assignments and Certain Other Documents.

The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 10.22. Joint and Several Liability of the Borrowers.

(a) Each Borrower agrees that it is jointly and severally liable for the obligations of the other Borrower under the Loan Documents, including with respect to the payment of principal of and interest on all Loans and the payment of fees and indemnities and reimbursement of costs and expenses. Each Borrower is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the obligations under the Loan Documents, it being the intention of the parties hereto that all such obligations shall be the joint and several obligations of the Borrowers without preferences or distinction between them. If and to the extent that either Borrower shall fail to make any payment with respect to any of the obligations under the Loan Documents as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event the other Borrower will make such payment with respect to, or perform, such obligations. Each Borrower hereby waives notice of acceptance of its joint and several liability, notice of the Loans made under this Agreement, notice of the occurrence of any Default or Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent, the Collateral Agent or the Lenders under or in respect of any of the obligations under the Loan Documents, any requirement of diligence or to mitigate damages and, generally, all demands, notices and other formalities of every kind in connection with this Agreement, except for any demands, notices and other formalities expressly required under the terms of this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the obligations under the Loan Documents,

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the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent, the Collateral Agent or the Lenders at any time or times in respect of any default (including any Default or Event of Default) by the other Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent, the Collateral Agent or the Lenders in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the addition, substitution or release, in whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of the Administrative Agent, the Collateral Agent or the Lenders, including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 10.22, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 10.22, it being the intention of each Borrower that, so long as any of the obligations under the Loan Documents remain unsatisfied, the obligations of such Borrower under this Section 10.22 shall not be discharged except by performance and then only to the extent of such performance. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of the other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to Loans or other extensions of credit made to any of the other Borrowers hereunder, such Borrower waives, until the obligations under the Loan Documents shall have been paid in full in cash (other than contingent indemnification obligations that are not yet due and payable or as to which no claim has been asserted) and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent, the Collateral Agent and/or any Lender now has or may hereafter have against the other Borrower, any endorser or any guarantor of all or any part of the obligations under the Loan Documents, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent and/or any Lender to secure payment of the obligations under the Loan Documents or any other liability of the Borrowers to the Administrative Agent, the Collateral Agent and/or any Lender.

(b) Subject to the immediately preceding sentence, to the extent that either Borrower shall be required to pay a portion of the obligations under the Loan Documents which shall exceed the amount of Loans other extensions of credit received by such Borrower and all interest, costs, fees and expenses attributable to such Loans or other extensions of credit, then such Borrower shall be reimbursed by the other Borrower for the amount of such excess. This paragraph is intended only to define the relative rights of Borrowers, and nothing set forth in this paragraph is intended or shall impair the obligations of each Borrower, jointly and severally, to pay to Administrative Agent, the Collateral Agent and Lenders the obligations under the Loan Documents as and when the same shall become due and payable in accordance with the terms hereof. Notwithstanding anything to the contrary set forth in this paragraph or any other provisions of this Agreement, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the obligations under the Loan Documents of the other Borrower (and any Lien granted by each Borrower to secure such obligations), not constitute a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Borrower, the Administrative

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Agent, the Collateral Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by either Borrower in respect of the obligations under the Loan Documents of the other Borrower (or any Liens granted by such Borrower to secure such obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly, nunc pro tunc.

(c) Each Borrower’s obligation to pay and perform the obligations under the Loan Documents shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of this Agreement, or any term or provision therein, as to the other Borrower, (ii) any amendment or waiver of or any consent to departure from this Agreement or any other Loan Document, in respect of the other Borrower, (iii) the application of any Loan proceeds to, or the extension of any other credit for the benefit of, the other Borrower, any other Loan Party, or any of their Subsidiaries or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 10.22, constitute a legal or equitable discharge of, or provide a right of setoff against, either Borrower’s obligations hereunder, in each case other than any payment in full of such obligations (other than contingent indemnification obligations not yet due or owing). Each of the Borrowers further agree that (i) its obligations under this Agreement and the other Loan Documents shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any such obligations is rescinded or must otherwise be returned by any Person upon the insolvency, bankruptcy or reorganization of, or the application of any Debtor Relief Laws to, the other Borrower, all as though such payment had not been made and (ii) it hereby unconditionally and irrevocably waives any right to revoke its joint and several liability under the Loan Documents and acknowledges that such liability is continuing in nature and applies to all obligations of the Borrowers under the Loan Documents, whether existing now or in the future.

ARTICLE XI

Guarantee

Section 11.01. The Guarantee.

Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrowers (other than such Guarantor), and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof, excluding, with respect to any Guarantor at any time, Excluded Swap Obligations with

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respect to such Guarantor at such time (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding anything to the contrary, this Section 11.01 shall not require or result in the application of any amount received from any Loan Party to any Excluded Swap Obligation of such Loan Party.

Section 11.02. Obligations Unconditional.

The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(a) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected;

(e) the release of any other Guarantor pursuant to Section 11.09; or

(f) the expiration of any statute of limitations.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or

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remedy or proceed against either Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against either Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 11.03. Reinstatement.

The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 11.04. Subrogation; Subordination.

Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against either Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.

Section 11.05. Remedies.

The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers and

168

that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.

Section 11.06. Instrument for the Payment of Money.

Each Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 11.07. Continuing Guarantee.

The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 11.08. General Limitation on Guarantee Obligations.

In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 11.09. Release of Guarantors.

If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor is sold or otherwise transferred to a person or persons, none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as Parent shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentence.

169

Section 11.10. Right of Contribution.

Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent, the L/C Issuers, the Swing Line Lenders and the Lenders, and each Guarantor shall remain liable to the Administrative Agent, the L/C Issuers, the Swing Line Lenders and the Lenders for the full amount guaranteed by such Guarantor hereunder.

Section 11.11. Subject to Intercreditor Agreement.

Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to the Collateral Documents are expressly subject to the Intercreditor Agreement (if in effect), the Second Lien Intercreditor Agreement (if in effect) and any other intercreditor agreement entered into pursuant hereto and (ii) the exercise of any right or remedy by the Administrative Agent hereunder or under the Intercreditor Agreement (if in effect), the Second Lien Intercreditor Agreement (if in effect) and any other intercreditor agreement entered into pursuant hereto is subject to the limitations and provisions of the Intercreditor Agreement (if in effect), the Second Lien Intercreditor Agreement (if in effect) and such other intercreditor agreement entered into pursuant hereto. In the event of any conflict between the terms of the Intercreditor Agreement (if in effect), the Second Lien Intercreditor Agreement (if in effect) or any other such intercreditor and terms of this Agreement, the terms of the Intercreditor Agreement (if in effect), the Second Lien Intercreditor Agreement (if in effect) or such other intercreditor agreement, as applicable, shall govern.

Section 11.12. Keepwell.

Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.12, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.12 shall remain in full force and effect until the release of this Guaranty under Section 9.09(b)(ii). Each Qualified ECP Guarantor intends that this Section 11.12 constitute, and this Section 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1 a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 11.13. Appointment of Parent as Representative of the Borrowers.

Each Borrower hereby designates Parent to act as its representative hereunder. Parent will be acting as agent on each of the Borrowers behalf for the purposes of issuing notices of Borrowing

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and notices of conversion/continuation of any Term Loans pursuant to Section 2.02 or similar notices, giving instructions with respect to the disbursement of the proceeds of the Term Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or the Borrowers under the Loan Documents. Parent hereby accepts such appointment. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Parent shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

171

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CBS OUTDOOR AMERICAS CAPITAL LLC, as a Borrower
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer
CBS OUTDOOR AMERICAS CAPITAL CORPORATION, as a Borrower
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer
CBS OUTDOOR AMERICAS INC., as Parent and a Guarantor
By:	/s/ Joseph R. Ianniello
	Name:	Joseph R. Ianniello
	Title:	President, Treasurer, and Secretary
CBS OUTDOOR GROUP LLC, as a Guarantor
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer
OUTDOOR INC., as a Guarantor
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer

[CREDIT AGREEMENT]

CBS OUTDOOR LLC, as a Guarantor
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and Chief Financial Officer
CBS OUTDOOR LA INC., as a Guarantor
By:	/s/ Raymond Nowak
	Name:	Raymond Nowak
	Title:	Executive Vice President and Chief Financial Officer
CBS OUTERNET INC., as a Guarantor
By:	/s/ Raymond Nowak
	Name:	Raymond Nowak
	Title:	Executive Vice President and Chief Financial Officer
CBS COLLEGIATE SPORTS PROPERTIES INC., as a Guarantor
By:	/s/ Raymond Nowak
	Name:	Raymond Nowak
	Title:	Executive Vice President and Chief Financial Officer

[CREDIT AGREEMENT]

CITIBANK, N.A., as the Administrative Agent, a Lender, the Swingline Lender and an L/C Issuer
By:	/s/ Monique Renta
	Name:	Monique Renta
	Title:	Vice President

[CREDIT AGREEMENT]

Wells Fargo Bank, N.A., as a Lender and an L/C Issuer
By:	/s/ Jessica Belanger
	Name:	Jessica Belanger
	Title:	Vice President

[CREDIT AGREEMENT]

Bank of America, N.A., as a Lender and an L/C Issuer
By:	/s/ Jay D. Marquis
	Name:	Jay D. Marquis
	Title:	Director

[CREDIT AGREEMENT]

Sumitomo Mitsui Banking Corporation, as a Lender
By:	/s/ David W. Kee
	Name:	David W. Kee
	Title:	Managing Director

[CREDIT AGREEMENT]

The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
By:	/s/ Ola Anderssen
	Name:	Ola Anderssen
	Title:	Director

[CREDIT AGREEMENT]

Morgan Stanley Bank, N.A. as a Lender and an L/C Issuer
By:	/s/ Nehal Abdel Hakim
	Name:	Nehal Abdel Hakim
	Title:	Authorized Signatory

[CREDIT AGREEMENT]

Mizuho Bank, Ltd., as a Lender
By:	/s/ Bertram H. Tang
	Name:	Bertram H. Tang
	Title:	Authorized Signatory

[CREDIT AGREEMENT]

BNP Paribas, as a Lender
By:	/s/ Nicolas Rabier
	Name:	Nicolas Rabier
	Title:	Managing Director
By:	/s/ Brendan Heneghan
	Name:	Brendan Heneghan
	Title:	Vice President

[CREDIT AGREEMENT]

U.S. Bank National Association, as a Lender
By:	/s/ Colleen Mcevoy
	Name:	Colleen Mcevoy
	Title:	Senior Vice President

[CREDIT AGREEMENT]

Goldman Sachs Bank USA, as a Lender and an L/C Issuer
By:	/s/ Robert Ehudin
	Name:	Robert Ehudin
	Title:	Authorized Signatory

[CREDIT AGREEMENT]

JPMorgan Chase Bank, N.A., as a Lender and an L/C Issuer
By:	/s/ Peter B. Thauer
	Name:	Peter B. Thauer
	Title:	Managing Director

[CREDIT AGREEMENT]

Credit Suisse AG, Cayman Islands Branch, as a Lender
By:	/s/ Mikhail Faybusovich
	Name:	Mikhail Faybusovich
	Title:	Authorized Signatory
By:	/s/ Jean-Marc Vauclair
	Name:	Jean-Marc Vauclair
	Title:	Authorized Signatory

[CREDIT AGREEMENT]

Deutsche Bank AG, New York Branch, as a Lender and an L/C Issuer
By:	/s/ Anca Trifan
	Name:	Anca Trifan
	Title:	Managing Director
By:	/s/ Michael Getz
	Name:	Michael Getz
	Title:	Vice President

[CREDIT AGREEMENT]

SCHEDULE 1.01A

COMMITMENTS

Lender	Term Commitment		Revolving Credit Commitments
Citibank, N.A.	$	800,000,000	$	45,000,000
Wells Fargo Bank, N.A.			$	45,000,000
Deutsche Bank AG New York Branch			$	45,000,000
Bank of America, N.A.			$	45,000,000
Goldman Sachs Bank USA			$	45,000,000
JPMorgan Chase Bank, N.A.			$	45,000,000
Morgan Stanley Bank, N.A.			$	22,500,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.			$	22,500,000
BNP Paribas			$	22,000,000
Credit Suisse, Cayman Islands Branch			$	22,000,000
Mizuho Bank (USA)			$	22,000,000
Sumitomo Mitsui Banking Corporation			$	22,000,000
US Bank National Association			$	22,000,000
Total	$	800,000,000	$	425,000,000

SCHEDULE 1.01B

L/C COMMITMENTS

L/C Issuer	L/C Commitments
Citibank, N.A.	$	40,000,000
Wells Fargo Bank, N.A.	$	40,000,000
Deutsche Bank AG New York Branch	$	40,000,000
Bank of America, N.A.	$	40,000,000
Goldman Sachs Bank USA	$	40,000,000
JPMorgan Chase Bank, N.A.	$	40,000,000
Morgan Stanley Bank, N.A.	$	40,000,000

Schedule 1.01E

Existing Investments

Ownership of less than a majority of the equity of:

CBS Decaux Street Furniture, LLC

CBS Outdoor JCDecaux Street Furniture Canada L.P.

CBS Outdoor JCDecaux Street Furniture Canada Ltd.

Ownership of the Equity Interests of the following Non-Guarantor Subsidiaries by Loan Parties:

Advertising Systems Holdco CV (and, indirectly, its subsidiaries)

Anastasia Advertising Art, Inc.

Atlantic Prospect, Inc.

Bustop Shelters of Nevada, Inc.

Design-Graphics, Inc.

New York Subways Advertising Co., Inc.

Outdoor Management Network, Inc.

Outdoor Systems Americas 2 (Delaware), LLC

Outdoor Systems Electrical Corp.

Raven Media LLC

Salm Enterprises, Inc.

SDI Raven LLC

TDI Northwest, Inc.

Transportation Displays Inc.

Wilson-Curtis, Inc.

Schedule 5.08

Exceptions to Ownership of Property

None.

-2-

Schedule 5.09(b)

Environmental Matters

None.

-3-

Schedule 5.12

Subsidiaries

3261823 Nova Scotia Company

559733 British Columbia Ltd.

Advertising Systems HoldCo CV

Atlantic Prospect, Inc.

Anastasia Advertising Art, Inc.

Bustop Shelters of Nevada, Inc.

CBS Canada GP Co.

CBS Outdoor Chile S.A.

CBS Collegiate Sports Properties Inc.

CBS Midia Exterior Limitada

CBS Netherlands PP BV

CBS Outdoor Advertising Uruguay S.A.

CBS Outdoor Americas Capital Corporation

CBS Outdoor Americas Capital LLC

CBS Outdoor Argentina

CBS Outdoor Brasil Limitada

CBS Outdoor Canada LP

CBS Outdoor Group LLC

CBS Outdoor L.A. Inc.

CBS Outdoor LLC

CBS Outdoor Puerto Rico Inc.

CBS Outernet Inc.

Design-Graphics, Inc.

Eppar – Empresa de Paineis e Participacoes Limitada

Fusionate Vendor S. de R. L. de C.V.

International Outdoor Advertising Holdings Company

IOAHC Investments Company

IOAHC Investments Uruguay Company

IOA Prolix Company

New York Subways Advertising Co., Inc.

Outdoor Inc.

Outdoor Management Network, Inc.

Outdoor Systems Americas HoldCo Sub Cooperatief U.A.

Outdoor Systems Americas Netherlands NewCo B.V.

Outdoor Systems Americas 1 (Delaware), LLC

Outdoor Systems Americas 2 (Delaware), LLC

Outdoor Systems Americas 3 (Delaware), LLC

Outdoor Systems Electrical Corp.

Outdoor Systems Americas ULC

Publibus S.A.

Raven Media LLC

Salm Enterprises, Inc.

SDI Raven LLC

Servicos Administrativos America S. de R. L. de C.V.

Techmidia Publicidade Exterior S.A.

-4-

TDI Northwest, Inc.

Transportation Displays Inc.

Vendor Publicidad Exterior S. de R.L. de C.V.

Wilson-Curtis, Inc.

For the avoidance of doubt, the inclusion of any Subsidiary on this Schedule 5.12 does not constitute a representation or admission that such Subsidiary is material in any fashion.

-5-

SCHEDULE 6.13(A)

CERTAIN COLLATERAL DOCUMENTS

1. A Mortgage for each of the following parcels of Real Property (each a “Mortgaged Property”):

a. 1695 Eastshore Highway, Berkeley, CA

b. 1731 Workman Street, Los Angeles, CA

c. 185 U.S. Highway 46, Fairfield, NJ

d. 4811 Merwin Street, Houston, TX

e. 1300 Bellaire, Madison Heights, MI

2. For each Mortgaged Property, solely to the extent reasonably required by the Collateral Agent: (a) a Survey, (b) a Title Policy, (c) a local counsel opinion and in form and substance reasonably satisfactory to the Collateral Agent and (d) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination, together with a notice executed by such Loan Party about special flood hazard area status, if applicable.

3. To the extent required by Section 6.07 of the Credit Agreement, (1) proof of insurance policies (including flood insurance, if applicable) and (2) evidence that all such insurance policies name the Collateral Agent as additional insured (solely in the case of liability insurance) or loss payee (solely in the case of property insurance), as applicable.

-6-

Schedule 7.01(b)

Existing Liens

1. The following lien identified on the DE UCC-1 financing statement bearing the initial filing no. 60426163, as amended and/or continued from time to time:

Debtor	Secured Party	Collateral	Details
CBS Outernet, Inc.	Dell Financial Services L.L.C.	Computer equipment and peripherals	All computer equipment and peripherals (collectively Equipment) wherever located heretofore or hereafter leased to Lessee by Lessor pursuant to that certain Master Lease Agreement #3976495, dated MARCH 02, 2005, and all Schedules thereto including, without limitation, all substitutions, additions, accessions and replacements thereto and thereof, now or hereafter installed in, affixed to, or used in, conjunction with the equipment and the proceeds thereof together with all rental or installment payments, insurance proceeds, other proceeds and payments due and to become due and arising from or relating to said Equipment.

2. Any liens that may be deemed to have arisen pursuant to the Uniform Commercial Code as a result of the assignment of up to $12 million of receivables by CBS Outdoor Americas Capital LLC, Outdoor Inc., CBS Outdoor LLC and CBS Outdoor Group LLC to CBS Radio Media Corporation on January 14, 2014.

3. The following judgment liens:

File No.	File Date	Debtor	Secured Party	Lien Summary
002370406-02	01/14/2008	CBS Outdoor Group Inc., DEFENDANT	Fidelity Home Mortgage Corporation, PLAINTIFF	Amount - $385.00
003154167-01	10/02/2013	CBS Outdoor Group Inc., DEFENDANT	Commissioner of Labor State of New York, PLAINTIFF	Amount - $45895.61
003155925-01	10/08/2013	CBS Outdoor Group Inc., DEFENDANT	Commissioner of Labor State of New York, PLAINTIFF	Amount - $1496.72
002370406-01	01/14/2008	CBS Outdoor Inc., DEFENDANT	Fidelity Home Mortgage Corporation, PLAINTIFF	Amount - $385.00
003145574-01	09/06/2013	CBS Outdoor Inc., DEFENDANT	Commissioner of Labor State of New York, PLAINTIFF	Amount - $1735.22

003155910-01	09/06/2013	CBS Outdoor Inc., DEFENDANT	Commissioner of Labor State of New York, PLAINTIFF	Amount - $824.03
002689568-01	04/28/2010	CBS Outernet Inc., DEFENDANT	Worker’s Compensation Board of NY State, PLAINTIFF	Amount - $7000.00

Schedule 7.02(b)

Existing Indebtedness

1. The following Indebtedness:

Indebtedness	Principal Amount		Borrower
Capital Leases	$	357,000	CBS Corporation (to be assigned to CBS Outdoor Americas Inc. and its subsidiaries)

2. Any Indebtedness that may be deemed to have arisen pursuant to the Uniform Commercial Code as a result of the assignment of up to $12 million of receivables by CBS Outdoor Americas Capital LLC, Outdoor Inc., CBS Outdoor LLC and CBS Outdoor Group LLC to CBS Radio Media Corporation on January 14, 2014.

3. To the extent constituting Indebtedness, reimbursement obligations of CBS Outdoor Americas Inc. and/or its subsidiaries owed to CBS Corporation in connection with (i) surety bonds obtained by CBS Corporation on behalf of CBS Outdoor Americas Inc. and/or its subsidiaries in an aggregate face amount of $13,492,651.28 and (ii) letters of credit obtained by CBS Corporation on behalf of CBS Outdoor Americas Inc. and/or its subsidiaries in an aggregate face amount of CDN$1,316,000.00.

Schedule 7.07

Existing Transactions with Affiliates

All transactions described in any of the following agreements, all other transactions set forth below and any other transactions relating to the separation of CBS Outdoor Americas Inc. and its subsidiaries from CBS Corporation described in the Amendment No. 3 to Form S-11 filed by CBS Outdoor Americas Inc. on December 20, 2013.

1. Agreement and Plan of Reorganization, dated as of January 15, 2014, among CBS Corporation, CBS Radio Media Corporation and CBS Outdoor Americas Inc.

2. Master Separation Agreement to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries.

3. Transition Services Agreement to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries.

4. Tax Matters Agreement to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries.

5. License Agreements to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries with respect to various intellectual property (including, without limitation, certain patents and trademarks)

6. Registration Rights Agreement to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries

7. Certain existing insurance obtained by CBS Corporation covers both CBS Outdoor Americas Inc. and its subsidiaries and CBS Corporation and its subsidiaries.

8. Certain Employee Benefit Plans established by CBS Corporation cover employees of both CBS Outdoor Americas Inc. and its subsidiaries and CBS Corporation and its subsidiaries.

9. Advertising placed by CBS Corporation and its subsidiaries.

10. Advertising placed by various subsidiaries of Viacom Inc.

11. Reimbursement obligations of CBS Outdoor Americas Inc. and/or its subsidiaries described in item 3 on Schedule 7.02(b).

Schedule 7.08

Burdensome Agreements

All transactions described in any of the following agreements, all other transactions set forth below and any other transactions relating to the separation of CBS Outdoor Americas Inc. and its subsidiaries from CBS Corporation described in the Amendment No. 3 to Form S-11 filed by CBS Outdoor Americas Inc. on December 20, 2013.

1. Master Separation Agreement to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries.

2. Transition Services Agreement to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries.

3. Tax Matters Agreement to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries.

4. License Agreements to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries with respect to various intellectual property (including, without limitation, certain patents and trademarks)

5. Registration Rights Agreement to be entered into between CBS Corporation and/or certain of its subsidiaries and CBS Outdoor Americas Inc. and/or certain of its subsidiaries

SCHEDULE 10.02

ADMINISTRATIVE AGENT’S OFFICE, CERTAIN ADDRESSES FOR NOTICES

Notices to Parent:
Address:	CBS Outdoor Americas Inc.
	405 Lexington Avenue
	New York, NY 10174
Attention:	General Counsel; Chief Financial Officer
Tel:	(212) 297-6400
Fax:	(212) 297-6552
Email:	richard.sauer@cbsoutdoor.com; don.shassian@cbsoutdoor.com
Website:	www.sec.gov; www.cbsoutdoor.com
With a copy to:
Address:	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, NY 10019
Attention:	Joshua A. Feltman, Esq.
Tel:	(212) 403-1109
Fax:	(212) 403-2109
Email:	jafeltman@wlrk.com
Notices to Administrative Agent:
Address:	Citibank, N.A.
	1615 Brett Road, Building III
	New Castle, DE 19720
Attention:	Loan Administration
Tel:	302.894.6010
Fax:	212.994.0847
Email:	global.loans.support@citi.com
With a copy to:
Address:	Weil Gotshal & Manges LLP
	767 Fifth Avenue
	New York, NY 10153
Attention:	Daniel S. Dokos, Esq.
Tel:	212.310.8576
Fax:	212.310.8007
Email:	daniel.dokos@weil.com

EXHIBIT A

[FORM OF]

COMMITTED LOAN NOTICE

To: Citibank, N.A., as Administrative Agent

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, as Borrowers, CBS Outdoor Americas Inc., as a Guarantor, the other Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Parent on behalf of Borrowers hereby requests (select one):

		A Borrowing of new Loans
		A conversion of Loans made on
		A continuation of Loans made on
to be made on the terms set forth below:
	(A)	Class of Borrowing1
	(B)	Date of Borrowing, conversion or continuation (which is a Business Day)
	(C)	Principal amount2
	(D)	Borrower(s)
	(G)	Type of Loan3

¹  Term or Revolving Credit.

²  Eurodollar Rate borrowing minimum of $5 million, and borrowings also allowed in whole multiples of $1 million in excess thereof. Base Rate borrowing minimum of $1 million and borrowings also allowed in whole multiples of $500,000 in excess thereof.

³  Specify Eurodollar Rate or Base Rate.

A-1

(H)	Interest Period and the last day thereof4
(I)	Location and number of applicable Borrower’s account to which proceeds of Borrowings are to be disbursed:

[Parent hereby represents and warrants to the Administrative Agent and the Lenders that, on and as of the date of the Borrowing contemplated by this Committed Loan Notice, the conditions to lending specified in Section 4.02(a) and (b) of the Credit Agreement shall have been satisfied.]⁵

CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:

⁴  Applicable for Eurodollar Rate Borrowings/Loans only.

⁵  Insert bracketed language if Parent is requesting a Borrowing of new Revolving Credit Loans after the Closing Date.

A-2

EXHIBIT B

[FORM OF]

SWING LINE LOAN NOTICE

To: Citibank, N.A, as Swing Line Lender and Administrative Agent

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CBS Outdoor Americas LLC and CBS Outdoor Americas Capital Corporation, as Borrowers, CBS Outdoor Americas Inc., as a Guarantor, the other Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Parent on behalf of the Borrowers hereby gives you notice pursuant to Section 2.04(b) of the Credit Agreement that it requests a Swing Line Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Swing Line Borrowing is requested to be made:

(A)	Principal amount1
(B)	Date of Borrowing (which is a Business Day)

Parent on behalf of the Borrowers hereby represents and warrants to the Administrative Agent and the Swing Line Lender that, on and as of the date of the Swing Line Borrowing contemplated by this Swing Line Loan Notice, the conditions to lending specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied.

CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:

¹  Shall be a minimum of $100,000.

B-1

EXHIBIT C-1

LENDER: [—]

PRINCIPAL AMOUNT: $[—]

[FORM OF] TERM NOTE

New York, New York

[Date]

FOR VALUE RECEIVED, the undersigned, CBS Outdoor Americas Capital LLC, a Delaware limited liability company, and CBS Outdoor Americas Capital Corporation, a Delaware corporation (individually, a “Borrower”, together, the “Borrowers”), each hereby promises to pay, on a joint and several basis, to the Lender set forth above (the “Lender”) or its registered assigns, in accordance with the provisions of the Credit Agreement (as defined below), in lawful money of the United States of America in immediately available funds to the Administrative Agent for the benefit of the Lender at the Administrative Agent’s Office (such term, and each other capitalized term used but not otherwise defined herein, having the meaning assigned to it in the Credit Agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent) (i) on the dates set forth in the Credit Agreement, the principal installment amounts set forth in the Credit Agreement with respect to Term Loans made by the Lender to the Borrowers pursuant to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all Term Loans made by the Lender to the Borrowers pursuant to the Credit Agreement.

Each Borrower promises to pay, on a joint and several basis, interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in (and to the extent required by) the Credit Agreement.

The Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note.

This note is one of the Term Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.

C-1-1

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

C-1-2

CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:

C-1-3

LOANS AND PAYMENTS

Date Amount of Loan Maturity
Date Payments of
Principal/Interest Principal
 Balance of 
Note Name of
Person
Making the
Notation

C-1-4

EXHIBIT C-2

LENDER: [—]

PRINCIPAL AMOUNT: $[—]

[FORM OF] REVOLVING CREDIT NOTE

New York, New York

[Date]

FOR VALUE RECEIVED, the undersigned, CBS Outdoor Americas Capital LLC, a Delaware limited liability company, and CBS Outdoor Americas Capital Corporation, a Delaware corporation (individually, a “Borrower”, together, the “Borrowers”), each hereby promises to pay, on a joint and several basis, to the Lender set forth above (the “Lender”) or its registered assigns, in accordance with the provisions of the Credit Agreement (as defined below), in lawful money of the United States of America in immediately available funds to the Administrative Agent for the benefit of the Lender at the Administrative Agent’s Office (such term, and each other capitalized term used but not otherwise defined herein, having the meaning assigned to it in the Credit Agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent) (A) on the dates set forth in the Credit Agreement, the lesser of (i) the principal amount set forth above and (ii) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal amount from time to time outstanding on each such Revolving Credit Loan at the rate or rates per annum and payable on such dates, as provided in the Credit Agreement.

Each Borrower promises to pay, on a joint and several basis, interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in (and to the extent required by) the Credit Agreement.

The Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note.

This note is one of the Revolving Credit Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.

C-2-1

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

C-2-2

CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:

C-2-3

LOANS AND PAYMENTS

Date Amount of Loan Maturity
Date Payments of
Principal/Interest Principal
 Balance of 
Note Name of
Person
Making the
Notation

C-2-4

EXHIBIT C-3

LENDER: [—]

PRINCIPAL AMOUNT: $[—]

[FORM OF] SWING LINE NOTE

New York, New York

[Date]

FOR VALUE RECEIVED, the undersigned, CBS OUTDOOR AMERICAS CAPITAL LLC, a Delaware limited liability company, and CBS OUTDOOR AMERICAS CAPITAL CORPORATION, a Delaware corporation, (individually a “Borrower”, together, the “Borrowers”), each hereby promises to pay, on a joint and several basis, to the Lender set forth above (the “Lender”) or its registered assigns, in accordance with the provisions of the Credit Agreement (as defined below), in lawful money of the United States of America in immediately available funds to the Administrative Agent for the benefit of the Lender at the Administrative Agent’s Office (such term, and each other capitalized term used but not otherwise defined herein, having the meaning assigned to it in the Credit Agreement, dated as January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent) (A) on the dates set forth in the Credit Agreement, the lesser of (i) the principal amount set forth above and (ii) the aggregate unpaid principal amount of all Swing Line Loans made by the Lender to the Borrowers pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal amount from time to time outstanding on each such Swing Line Loan at the rate or rates per annum and payable on such dates as provided in the Credit Agreement.

Each Borrower promises to pay, on a joint and several basis, interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in (and to the extent required by) the Credit Agreement.

The Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note.

This note is one of the Swing Line Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.

C-3-1

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

C-3-2

CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:

C-3-3

LOANS AND PAYMENTS

Date Amount of Loan Maturity
Date Payments of
Principal/Interest Principal
Balance of
Note Name of
Person
Making the
Notation

C-3-4

EXHIBIT D

[FORM OF]

COMPLIANCE CERTIFICATE

[Date]

Reference is made to the Credit Agreement dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent (capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein). Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of Parent, certifies as follows:

1. [Attached hereto as Exhibit A is the consolidated balance sheet of Parent and its Subsidiaries as of December 31, 20[—] and related consolidated statements of income or operations, stockholders’ equity and cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of [PricewaterhouseCoopers LLP], prepared in accordance with generally accepted auditing standards and not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any qualification that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of the Revolving Facility or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period).]¹

2. [Attached hereto as Exhibit A is the consolidated balance sheet of Parent and its Subsidiaries as of [—] and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail. These present fairly in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.]²

¹  To be included if delivered in connection with annual financial statements only.

²  To be included if delivered in connection with quarterly financial statements only.

D-1

3. To my knowledge, except as otherwise disclosed to the Administrative Agent pursuant to the Credit Agreement, no Default has occurred. [If unable to provide the foregoing certification, fully describe the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto on Annex A attached hereto.]

4. [The following represent true and accurate calculations, as of [—], to be used to determine compliance with the covenant set forth in Section 7.09 of the Credit Agreement:

Consolidated Net Secured Leverage Ratio:
Consolidated Total Net Debt that is secured by Liens=	[—]
Consolidated EBITDA=	[—]
Actual Ratio=	[—] to 1.00
Maximum Ratio=	[3.50]/[4.00] to 1.00

Supporting detail showing the calculation of the Consolidated Net Secured Leverage Ratio is attached hereto as Schedule 1.]³

5. [Attached hereto is the information required by Section 6.02(c) of the Credit Agreement.]⁴

³  Insert if Section 7.09 is applicable for the reporting period.

⁴  To be included only in annual compliance certificate.

D-2

SCHEDULE 1

(A)	Consolidated Net Secured Leverage Ratio: Consolidated Total Net Debt that is secured by liens, to Consolidated EBITDA for the most recently ended Test Period.
(1)	Consolidated Total Net Debt that is secured by Liens as of [—], 20[—]:
	(a)	the aggregate principal amount of Indebtedness of Parent and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, secured by Liens and consisting of:
		(i)	Indebtedness for borrowed money,
		(ii)	Capitalized Lease Obligations, and
		(iii)	Attributable Indebtedness.
	(b)	less up to $150 million of cash and Cash Equivalents (which are not Restricted Cash) that would be stated on the balance sheet of the Loan Parties as of such date of determination,1
	Consolidated Total Net Debt that is secured by Liens
(2)	Consolidated EBITDA:
	(a)	Consolidated Net Income:
		(i)	the aggregate Net Income of Parent and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication:
			(A)	any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or

¹ provided that for purposes of determining the Consolidated Net Secured Leverage Ratio in connection with the incurrence of any Incremental Facilities incurred pursuant to Section 2.14 or any Permitted Debt Offerings incurred pursuant to Section 7.02(b)(21), the cash proceeds of such Incremental Facilities and/or Permitted Debt Offering shall not be deemed to be included on the consolidated balance sheet of Parent and its Restricted Subsidiaries.

D-3

	expenses (including expenses relating to (i) severance and relocation costs, (ii) any rebranding or corporate name change or (iii) uninsured storm or other weather-related damage, in excess of $5 million for any single weather event) shall be excluded,
(B)	the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,
(C)	any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,
(D)	any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by Parent shall be excluded,
(E)	the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, that Consolidated Net Income of Parent shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) to Parent or a Restricted Subsidiary in respect of such period,
(F)	the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument,

D-4

			judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided, that Consolidated Net Income of Parent will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash or Cash Equivalents) to Parent or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,
		(G)	any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded, and
		(H)	any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Disposition, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded,
(b)	plus (without duplication):
	(i)	provision for taxes based on income or profits or capital gains, including, federal, state, non-U.S. franchise, excise, value added and similar taxes and foreign withholding taxes of Parent and its Restricted Subsidiaries paid or accrued during such period, including any penalties and interest relating to such taxes or arising from any tax examinations, deducted (and not added back) in computing Consolidated Net Income,

D-5

(ii)	Consolidated Interest Expense of Parent and its Restricted Subsidiaries for such period,
(iii)	Consolidated Depreciation and Amortization Expense of Parent and its Restricted Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income,
(iv)	any fees, expenses or charges related to the IPO, any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred in accordance with this Agreement (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Senior Notes or under the Loan Documents, (ii) any amendment or other modification of the Senior Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income, and (iii) the other Transactions,
(v)	the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions, mergers or consolidations after the Closing Date,
(vi)	any other non-cash charges, including any write offs or write downs and non-cash compensation expenses recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, reducing Consolidated Net Income for such period (provided, that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

D-6

(vii)	the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income,
(viii)	the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility,
(ix)	any costs or expense incurred by Parent or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Parent or net cash proceeds of an issuance of Equity Interest of Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Available Amount, and
(x)	the amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by Parent in good faith to be reasonably anticipated to be realizable within twelve (12) months of the date of any Investment, acquisition, disposition, merger, consolidation or other action being given pro forma effect (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) all steps have been taken for realizing such cost savings, (y) such cost savings are reasonably identifiable and factually supportable (in the good faith determination of Parent) and (z) the aggregate amount of cost

D-7

			savings, operating expense reductions, other operating improvements and initiatives and synergies added back pursuant to this clause (J) in any Test Period shall not exceed 10% of Consolidated EBITDA (prior to giving effect to such addbacks).
(c)	minus (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period, and
(d)	plus or minus (without duplication)
	(i)	any net loss or gain, respectively, resulting in such period from Hedging Obligations and the application of Financial Accounting Codification No. 815-Derivatives and Hedging; plus or minus, as applicable, and
	(ii)	any net loss or gain, respectively, resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).
Consolidated EBITDA
Consolidated Total Net Debt secured by Liens to Consolidated EBITDA				[—]:1.00
Covenant Requirement				[3.50]/[4.00] to 1.00

D-8

IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of Parent, has executed this certificate for and on behalf of Parent and has caused this certificate to be delivered as of the first date written above.

CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:

D-9

EXHIBIT E

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]¹ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]² Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities⁵) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan

¹  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³  Select as appropriate.

⁴  Include bracketed language if there are either multiple Assignors or multiple Assignees.

⁵  Include all applicable subfacilities.

E-1

transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.	Assignor[s]:
2.	Assignee[s]:

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

3. Borrowers: CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, on a joint and several basis

4. Administrative Agent: Citibank, N.A., as the administrative agent under the Credit Agreement

5. Credit Agreement: Credit Agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, as Borrowers, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent

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6. Assigned Interest:

Assignor[s]6	Assignee[s]7	Facility Assigned8	Aggregate Amount of Commitment/Loans for all Lenders9	Amount of Commitment/ Loans Assigned	Percentage Assigned of Commitment/ Loans10		CUSIP Number
			$	$
						%
			$	$
						%
			$	$
						%

[7. Trade Date:                     ]¹¹

Effective Date:             , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

⁶  List each Assignor, as appropriate.

⁷  List each Assignee, as appropriate.

⁸  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Commitment”, etc.).

⁹  Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

¹⁰  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

¹¹  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

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The terms set forth in this Assignment and Assumption are hereby agreed to:

[NAME OF ASSIGNOR], as Assignor
By:
	Name:
	Title:
[NAME OF ASSIGNEE], as Assignee
By:
	Name:
	Title:

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[Consented to and]12 Accepted:
CITIBANK, N.A., as Administrative Agent
By:
	Title:
[Consented to:]13
By:
	Title:

¹²  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹³  To be added only if the consent of Parent and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

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Annex 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

Representations and Warranties.

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06 of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(i)(B) or 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will be bound by the terms of the Credit Agreement and perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender including its obligations under Section 3.01(d) of the Credit Agreement.

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2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to any conflicts of laws provisions that would result in the application of the laws of another jurisdiction.

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EXHIBIT F

[FORM OF] SECURITY AGREEMENT

SECURITY AGREEMENT

dated as of

January 31, 2014

among

CBS OUTDOOR AMERICAS CAPITAL LLC

and CBS OUTDOOR AMERICAS CAPITAL CORPORATION,

as Borrowers

CBS OUTDOOR AMERICAS INC. AND THE OTHER

GUARANTORS PARTY HERETO FROM TIME TO TIME

and

CITIBANK, N.A.,

as Collateral Agent

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TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Credit Agreement		4
SECTION 1.02.	Other Defined Terms		5
ARTICLE II
Pledge of Securities
SECTION 2.01.	Pledge		8
SECTION 2.02.	Delivery of the Pledged Collateral		9
SECTION 2.03.	Representations, Warranties and Covenants		10
SECTION 2.04.	Actions with Respect to Certain Equity Interests		11
SECTION 2.05.	Registration in Nominee Name; Denominations		12
SECTION 2.06.	Voting Rights; Dividends and Interest		12
ARTICLE III
Security Interests in Personal Property
SECTION 3.01.	Security Interest		14
SECTION 3.02.	Representations and Warranties		16
SECTION 3.03.	Covenants		17
SECTION 3.04.	Instruments		20
ARTICLE IV
Remedies
SECTION 4.01.	Remedies upon Default		20
SECTION 4.02.	Application of Proceeds		22
SECTION 4.03.	Grant of License to Use Intellectual Property; Power of Attorney		22
ARTICLE V
Miscellaneous
SECTION 5.01.	Notices		23
SECTION 5.02.	Waivers; Amendment		23
SECTION 5.03.	Collateral Agent’s Fees and Expenses		24
SECTION 5.04.	Successors and Assigns		24
SECTION 5.05.	Survival of Agreement		24

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		Page
SECTION 5.06.	Counterparts; Effectiveness; Successors and Assigns; Several Agreement		25
SECTION 5.07.	Severability		25
SECTION 5.08.	Right of Set-Off		25
SECTION 5.09.	Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process		25
SECTION 5.10.	Headings		26
SECTION 5.11.	Security Interest Absolute		26
SECTION 5.12.	Intercreditor Agreement Governs		26
SECTION 5.13.	Termination or Release		26
SECTION 5.14.	Additional Grantors		27
SECTION 5.15.	Collateral Agent Appointed Attorney-in-Fact		27
SECTION 5.16.	General Authority of the Collateral Agent		28
SECTION 5.17.	Reasonable Care		29
SECTION 5.18.	Mortgages		29
SECTION 5.19.	Reinstatement		29
SECTION 5.20.	Miscellaneous		29
Schedules
SCHEDULE I	Pledged Equity; Pledged Debt
Exhibits
EXHIBIT I	Form of Security Agreement Supplement
EXHIBIT II	Form of Patent Security Agreement
EXHIBIT III	Form of Trademark Security Agreement
EXHIBIT IV	Form of Copyright Security Agreement

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SECURITY AGREEMENT dated 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 (each, a “Borrower” and, together, the “Borrowers”), CBS OUTDOOR AMERICAS INC., a Maryland corporation (the “Parent”), as Grantor, the other Grantors identified herein and who from time to time become a party hereto (together with the Borrowers and Parent, the “Grantors” and each a “Grantor”) and CITIBANK, N.A., as collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).

Reference is made to the Credit Agreement dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, Parent, as Guarantor, the other Guarantors from time to time party thereto, Citibank, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, the Collateral Agent and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement and the Hedge Banks have agreed to perform certain obligations under Secured Hedge Agreements and Treasury Services Agreements. The obligations of (i) the Lenders to extend such credit and (ii) the performance of such obligations of the Hedge Banks under the Secured Hedge Agreements and Treasury Services Agreements are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantors (other than the Borrowers) are affiliates of the Borrowers, will derive substantial benefits from such extension of credit by the Lenders and such performance of such obligations by the Hedge Banks and are willing to execute and deliver this Agreement in order to induce (i) the Lenders to extend such credit and (ii) the Hedge Banks to enter into such Secured Hedge Agreements and Treasury Services Agreements to execute the documentation relating thereto. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement.

(a) Unless otherwise noted, capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. Whether or not defined in the Credit Agreement, all terms defined in the New York UCC (as defined herein) and not otherwise defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

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SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts” has the meaning specified in Article 9 of the New York UCC.

“Agreement” means this Security Agreement.

“Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

“Borrower” and “Borrowers” have the meanings assigned to such terms in the preliminary statement of this Agreement.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Collateral Agent” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter directly owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now directly owned or hereafter directly acquired by any Grantor: (a) all copyright rights in any work subject to and under the copyright laws of the United States, whether as author, assignee, transferee, exclusive licensee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the USCO.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Excluded Assets” means (a) any Real Property (including, without limitation, all Real Property leasehold interests (including requirements to deliver landlord lien waivers, estoppels and collateral access letters)) other than any fee-owned Real Property, together with any improvements thereon, with an individual fair market value in excess of $5 million, (b) any vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a financing statement under the UCC of any applicable jurisdiction, (c) any Letter-of-Credit Rights to the extent a Lien thereon cannot be perfected by the filing of a financing statement under the UCC of any applicable jurisdiction, (d) any Commercial Tort Claims, (e) any asset or property to the extent the grant of a security interest is prohibited by applicable Law or requires a consent not obtained of any Governmental Authority pursuant to such applicable Law, in each case after giving effect to the applicable anti-assignment provisions of the UCC of any applicable jurisdiction or other applicable Law and other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC of any applicable jurisdiction or other applicable Law notwithstanding such prohibition, (f) any asset

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(including, without limitation, any lease, license or other agreement or Contractual Obligation or any property subject to a purchase money security interest, Lien securing a Capitalized Lease Obligation, Receivables Facility or similar arrangement) to the extent that a grant of a security interest therein would require a consent not obtained or violate or invalidate any lease, license, agreement or Contractual Obligation (including, without limitation, any such purchase money arrangement, Capitalized Lease Obligation, Receivables Facility or similar arrangement) or create a right of termination in favor of any other party thereto (other than a Borrower or a Guarantor), in each case after giving effect to the applicable anti-assignment provisions of the UCC of any applicable jurisdiction and other applicable Law and other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC of any applicable jurisdiction or other applicable Law notwithstanding such prohibition, (g) any asset or property (including, without limitation, any Equity Interests) to the extent the grant of a security interest is prohibited by any Organization Documents, joint venture agreement or shareholders’ agreement governing the issuer of such Equity Interests or requires a consent not obtained of any Person (other than a Grantor) pursuant to such Organization Documents or agreements, in each case after giving effect to the applicable anti-assignment provisions of the UCC of any applicable jurisdiction or other applicable Law and other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC of any applicable jurisdiction or other applicable Law notwithstanding such prohibition, (h) voting Equity Interests (and any other interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2)) in excess of 66% of all such Equity Interests (and other interests) in (A) any CFC or (B) any CFC Holdco, (i) any Equity Interests in (A) any Person that is not a Wholly-Owned Subsidiary to the extent that the Parent and the Collateral Agent reasonably determine that the granting of a Lien on such Equity Interests will materially interfere with minority shareholders of such Person, (B) any Unrestricted Subsidiary (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary) or (C) any Person held by a Foreign Subsidiary, (j) any “intent-to-use” trademark or service mark applications prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, (k) any foreign assets, rights or property or credit support; provided that this clause (k) shall not exclude any Equity Interests of Foreign Subsidiaries that are otherwise required to be pledged pursuant to the terms of this Agreement, (l) any asset or property as to which Parent and the Collateral Agent reasonably determine that the costs of obtaining a Lien thereon or perfection thereof are excessive in relation to the benefit to the Secured Parties of such Lien and (m) any assets or property as to which Parent and the Collateral Agent reasonably determine that the granting of a Lien thereon will result in materially adverse tax consequences to Parent or any of its Subsidiaries; provided, however, that “Excluded Assets” shall not include any Proceeds, substitutions or replacements of any “Excluded Assets” referred to in clauses (a) through (m) (unless such Proceeds, substitutions or replacements would constitute “Excluded Assets” referred to in any of clauses (a) through (m).

“General Intangibles” has the meaning specified in Article 9 of the New York UCC and includes for the avoidance of doubt corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security directly held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts.

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“Grantor” and “Grantors” have the meanings assigned to such terms in the preliminary statement of this Agreement.

“Intellectual Property” means all intellectual property of every kind and nature now directly owned or hereafter directly acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, the intellectual property rights in software and databases and related documentation and all additions, improvements and accessions to, and books and records describing any of the foregoing.

“Intellectual Property Security Agreements” means the short-form Patent Security Agreement, short-form Trademark Security Agreement, and short-form Copyright Security Agreement, each substantially in the form attached hereto as Exhibits II, III and IV, respectively.

“Investment Property” has the meaning specified in Article 9 of the New York UCC.

“Lender” and “Lenders” have the meanings assigned to such terms in the preliminary statement of this Agreement.

“License” means any Patent License, Trademark License, Copyright License or other Intellectual Property license or sublicense agreement to which any Grantor is a party, together with any and all (a) renewals, extensions, amendments and supplements thereof, (b) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder or with respect thereto including damages for breach or for infringement claims pertaining to the licensed Intellectual Property (to the extent that a Grantor has the right to collect them), and (c) rights to sue for past, present and future breaches or violations thereof.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Parent” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter directly owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” means all of the following now directly owned or hereafter acquired and directly owned by any Grantor: (a) all letters patent of the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, and (b) all reissues, re-examinations, continuations, divisions, continuations-in-part, renewals, or extensions thereof, and the inventions or improvements disclosed or claimed therein.

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“Pledged Collateral” has the meaning assigned to such term in Section 2.01.

“Pledged Debt” has the meaning assigned to such term in Section 2.01.

“Pledged Equity” has the meaning assigned to such term in Section 2.01.

“Pledged Securities” means any promissory notes, stock certificates, limited or unlimited liability membership certificates or other certificated securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“Security Interest” has the meaning assigned to such term in Section 3.01(a).

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter directly owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now directly owned or hereafter directly acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, trade dress, logos, designs, fictitious business names and other source or business identifiers protected under the laws of the United States or any state or political subdivision thereof, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith in the USPTO or any similar offices in any State of the United States or any political subdivision thereof, and all renewals thereof, as well as any unregistered trademarks and service marks used by a Grantor and (b) all goodwill connected with the use thereof and symbolized thereby.

“USCO” means the United States Copyright Office.

“USPTO” means the United States Patent and Trademark Office.

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge. As security for the payment or performance in full when due of the Obligations, including the Guarantees of the Obligations, each Grantor hereby pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the

F-8

Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests directly held by it, including those listed on Schedule I and any other Equity Interests directly obtained in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; (b) (i) the debt obligations owed to it and listed opposite the name of such Grantor on Schedule I, (ii) any debt obligations (including, without limitation, any intercompany notes) directly obtained in the future by such Grantor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $5 million and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets or any intercompany notes evidencing Indebtedness owed by a Grantor to another Grantor; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets.

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 2.02. Delivery of the Pledged Collateral.

(a) Each Grantor agrees to deliver to the Collateral Agent on the Closing Date all Pledged Securities directly owned by it on the Closing Date and with respect to any Pledged Securities issued or acquired after the Closing Date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within thirty (30) days after the date of acquisition thereof or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such Pledged Securities (other than any uncertificated securities). If any uncertificated securities subsequently become certificated such that they constitute Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within thirty (30) days after the date such certificates become certificated or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such certificates.

(b) The Grantors will cause (or, with respect to Indebtedness owed to any Grantor by any Person other than Parent or any of its Subsidiaries, will use reasonable best efforts to cause) any Indebtedness for borrowed money owed to any Grantor by any Person (other than intercompany Indebtedness between Grantors and Excluded Assets) having a principal amount in excess of $5 million individually, to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof.

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(c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in the Pledged Collateral by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request.

SECTION 2.03. Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) Schedule I correctly sets forth, as of the Closing Date, a true and complete list, with respect to each Grantor, of (i) all the Equity Interests directly owned by such Grantor in any Person and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity directly owned by such Grantor and (ii) all the Pledged Debt owed to such Grantor;

(b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Parent or any of its Subsidiaries, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity, is fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Parent or any of its Subsidiaries, to the best of each Grantor’s knowledge), is the legal, valid and binding obligation of each issuer thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and an implied covenant of good faith and fair dealing;

(c) each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule I as directly owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents, (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and (C) other transactions permitted under the Credit Agreement, and (iv) subject to the rights of such Grantor to

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dispose of assets or property pursuant to the terms of the Credit Agreement, if requested by the Collateral Agent, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however arising, of all Persons whomsoever;

(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally or permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and

(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

SECTION 2.04. Actions with Respect to Certain Equity Interests.

(a) Any limited liability company and any limited partnership controlled by any Grantor shall either (a) not include in its operative documents any provision that any Equity Interests in such limited liability company or such limited partnership be a “security” as defined under Article 8 of the Uniform Commercial Code or (b) certificate any Equity Interests in any such limited liability company or such limited partnership. To the extent an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 is certificated or becomes certificated, (i) each such certificate shall be delivered to the Collateral Agent, pursuant to Section 2.02(a) and (ii) such Grantor shall fulfill all other requirements under Section 2.02 applicable in respect thereof. Each Grantor hereby agrees that if any of the Pledged Collateral is at any time not evidenced by certificates of ownership, then each applicable Grantor shall, to the extent permitted by applicable law or, with respect to Pledged Collateral issued by any Person other than a Wholly Owned Subsidiary of Parent, the Organization Documents of such issuer, (i) if necessary or desirable to perfect a security interest in such Pledged Collateral, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Collateral under the terms hereof, and (ii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) cause the Organization Documents of each such issuer of Equity Interests constituting Pledged Collateral to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the Uniform Commercial Code and (B) cause such Pledged Collateral to become certificated and delivered to the Collateral Agent.

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(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.

SECTION 2.05. Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent, and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent, on behalf of the Secured Parties, shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement; provided, that the Collateral Agent shall give Parent prior notice of its intent to exercise such rights.

SECTION 2.06. Voting Rights; Dividends and Interest.

(a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified Parent that the rights of the Grantors under this Section 2.06 are being suspended:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner, except as may be permitted under this Agreement, the Credit Agreement or the other Loan Documents, that would materially and adversely affect the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) Subject to Section 2.06(b) below, the Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

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(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be promptly (and in any event within thirty (30) days after receipt thereof or such longer period as to which the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).

(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified Parent of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to receive dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested, for the benefit of the Secured Parties, in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within thirty (30) days or such longer period as to which the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02 hereof. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided Parent with notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to

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paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights at the discretion of the Collateral Agent. After all Events of Default have been cured or waived, (i) each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06 and (ii) the obligations of the Collateral Agent pursuant to the terms of paragraph (a)(i) of this Section 2.06 shall be reinstated.

(d) Any notice given by the Collateral Agent to Parent suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest.

(a) As security for the payment or performance, as the case may be, in full when due of the Obligations, including the Guarantees of the Obligations, each Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now or at any time hereafter directly owned by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Deposit Accounts;

(iv) all Documents;

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(v) all Equipment;

(vi) all Fixtures all General Intangibles and all Intellectual Property;

(vii) all Goods;

(viii) all Instruments;

(ix) all Inventory;

(x) all Investment Property;

(xi) all books and records pertaining to the Article 9 Collateral;

(xii) all Letters of Credit and Letter of Credit Rights;

(xiii) all Money; and

(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the term “Collateral” shall not include) any Excluded Assets.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets of the Debtor, whether now owned or hereafter acquired” or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

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(e) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required (i) to perfect the Security Interests granted by this Security Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the Uniform Commercial Code of the relevant State(s), (B) filings in United States government offices with respect to Intellectual Property as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments or Pledged Securities as expressly required elsewhere herein or (D) other methods provided for in Section 2.04, (ii) to enter into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account, (iii) to take any action (other than the actions listed in clause (i)(A), and (C) above) with respect to any assets located outside of the United States or (iv) to perfect in any assets subject to a certificate of title statute.

SECTION 3.02. Representations and Warranties. The Grantors jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) Subject to Liens permitted by Section 7.01 of the Credit Agreement, each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder.

(b) The Uniform Commercial Code financing statements (including fixture filings) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate (or specified by notice from Parent to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by the Credit Agreement), are all the filings, recordings and registrations (other than filings required to be made in the USPTO and the USCO in order to perfect the Security Interest in Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements and amendments.

(c) Each Grantor represents and warrants that short-form Intellectual Property Security Agreements containing a description of all Article 9 Collateral consisting of United States Patents (except the Excluded Patents), United States registered Trademarks (and Trademarks for which United States registration applications are pending, unless it

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constitutes an Excluded Asset) and United States registered Copyrights, respectively, have been or on the Closing Date shall be delivered to the Collateral Agent for recording by the USPTO and the USCO pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, as may be necessary to establish a valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of registrations and applications for Patents, Trademarks (except pending Trademark applications that constitute Excluded Assets) and Copyrights to the extent a security interest may be perfected by filing, recording or registration in the USPTO or the USCO, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than (i) such filings and actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed by any Grantor after the date hereof, and (ii) the UCC financing and continuation statements and amendments contemplated in Section 3.02(b)).

(d) (i) When all appropriate filings, recordings, registrations or notifications are made as may be required under applicable Law to perfect the Security Interest and (ii) upon the taking of possession or control by the Collateral Agent of such Article 9 Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by this Agreement or the Intercreditor Agreement, if then in effect), the Security Interest shall be prior to any other Lien on any of the Article 9 Collateral, other than (1) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (2) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(e) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the New York UCC or any other applicable United States laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the USPTO or the USCO or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

SECTION 3.03. Covenants.

(a) Parent agrees promptly (and in any event within thirty (30) days after such change) to notify the Collateral Agent in writing of any change in (i) legal name of any Grantor, (ii) the type of organization of any Grantor, (iii) the jurisdiction of organization of any Grantor, or (iv) the chief executive office of any Grantor and, upon request by the Collateral Agent, take

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all actions necessary to continue the perfection of the security interest created hereunder following any such change with the same priority as immediately prior to such change. Parent agrees promptly to provide the Collateral Agent after notification of any such change with certified Organization Documents reflecting any of the changes described in the first sentence of this paragraph.

(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, Parent shall deliver a Perfection Certificate Supplement in accordance with Section 6.02(c) of the Credit Agreement.

(c) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith, all in accordance with the terms of this Agreement and the Credit Agreement.

(d) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, this Agreement or any other Loan Document and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within ten (10) Business Days after demand for any payment made in respect of such amounts that are due and payable or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization in accordance with Section 5.03; provided, however, Grantors shall not be obligated to reimburse the Collateral Agent with respect to any Intellectual Property Collateral which any Grantor has failed to maintain or pursue, or otherwise allowed to lapse, terminate or be put into the public domain, in accordance with Section 3.03(f)(iv). Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(e) Reserved.

(f) Intellectual Property Covenants.

(i) Other than to the extent permitted herein or in the Credit Agreement or with respect to registrations and applications no longer used or useful, and except to the extent failure to act would not, as deemed by Parent in its reasonable business judgment, reasonably be

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expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Article 9 Collateral of such Grantor.

(ii) Other than to the extent permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used or useful, or except as would not, as deemed by Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, becomes publicly known).

(iii) Other than as excluded or as permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used or useful in the Grantor’s business operations or except where failure to do so would not, as deemed by Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property included in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality.

(iv) Notwithstanding clauses (i) through (iii) above, nothing in this Agreement or any other Loan Document prevents any Grantor from Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement.

(v) Within thirty (30) calendar days after the end of each calendar quarter each Grantor shall provide a list of any additional applications for or registrations of Intellectual Property (in each case, in the USPTO and the USCO, as applicable) of such Grantor not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and the USCO with respect to Intellectual Property included in the Article 9 Collateral and deliver to the Collateral Agent at such time the short-form security agreement with respect to such Patents, Trademarks or Copyrights in appropriate form for filing with the USPTO or USCO, as applicable and file such agreements with the USPTO or USCO, as applicable.

(g) Except to the extent permitted under the Credit Agreement, each Grantor shall, upon request of the Collateral Agent, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to

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defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not permitted pursuant to Section 7.01 of the Credit Agreement. Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

SECTION 3.04. Instruments. If the Grantors shall at any time directly hold or acquire any Instruments constituting Article 9 Collateral (excluding checks), and evidencing an amount in excess of $5 million individually, such Grantor shall promptly (and in any event, within thirty (30) days after the date of acquisition thereof or such longer period as to which the Collateral Agent may agree in its reasonable discretion) endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

ARTICLE IV

Remedies

SECTION 4.01. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent promptly, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) enter into any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to such occupancy; (iii) require each Grantor to, and each Grantor agrees that it will at its expense and upon the request of the Collateral Agent promptly, assign the entire right, title, and interest of such Grantor in each of the Patents, Trademarks, domain names and Copyrights to the Collateral Agent for the benefit of the Secured Parties; (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to such exercise; and (v) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale or at any broker’s board or on any securities

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exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors and Parent ten (10) Business Days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or a portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or a portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied

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and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 4.02. Application of Proceeds.

(a) Subject to the Intercreditor Agreement (if any), the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in the order provided for in the Credit Agreement.

(b) The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Agreement and the Credit Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(c) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied to or by the Collateral Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Collateral Agent of any amounts distributed to it.

SECTION 4.03. Grant of License to Use Intellectual Property; Power of Attorney. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent a non-exclusive, royalty-free, limited license (until the termination or cure of the Event of Default) to use, license or, to the extent permitted under the terms of the relevant license, sublicense any of the Intellectual Property included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to operate such license, sublicense and other rights, shall expire immediately upon the termination

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or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon ten (10) Business Days’ prior written notice to the Borrowers, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. Furthermore, each Grantor hereby grants to the Collateral Agent an absolute power of attorney to sign, subject only to the giving of ten (10) days’ notice to the Grantor and Parent, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the USPTO or the USCO in order to effect an absolute assignment of all right, title and interest in each registration and application for a Patent, Trademark or Copyright, and to record the same.

ARTICLE V

Miscellaneous

SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement (whether or not then in effect). All communications and notices hereunder to any Grantor other than Parent shall be given to it in care of Parent as provided in Section 10.02 of the Credit Agreement (whether or not then in effect).

SECTION 5.02. Waivers; Amendment.

(a) No failure or delay by the Collateral Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Grantor in any case shall entitle any Grantor to any other or further notice or demand in similar or other circumstances.

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(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

SECTION 5.03. Collateral Agent’s Fees and Expenses.

(a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Sections 10.04 and 10.05 of the Credit Agreement (whether or not then in effect); provided that each reference therein to “Parent” or the “Borrowers” shall be deemed to be a reference to “each Grantor” and each reference therein to “Administrative Agent” shall be deemed to be a reference to “Collateral Agent”.

(b) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable promptly upon written demand therefor.

SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns, to the extent permitted under Section 10.06 of the Credit Agreement.

SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Grantors in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf, and shall continue in full force and effect until the termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer).

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SECTION 5.06. Counterparts; Effectiveness; Successors and Assigns; Several Agreement. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic communication of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Collateral Agent may also require that any such documents and signatures delivered by facsimile or other electronic communication be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic communication. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective successors and assigns permitted thereby, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns permitted thereby, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

SECTION 5.07. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 5.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have the rights specified in Section 10.08 of the Credit Agreement.

SECTION 5.09. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process.

(a) The terms of Sections 10.15 and 10.16 of the Credit Agreement with respect to governing law, submission of jurisdiction, venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

(b) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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SECTION 5.10. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 5.11. Security Interest Absolute. To the extent permitted by applicable law, all rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 5.12. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject to the Intercreditor Agreement, if then in effect and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement, if then in effect. In the event of any conflict between the terms of the Intercreditor Agreement, if then in effect, and the terms of this Agreement, the terms of the Intercreditor Agreement if then in effect shall govern.

SECTION 5.13. Termination or Release.

(a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Obligations upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer).

(b) A Grantor (other than a Borrower) shall automatically be released from its obligations hereunder as provided in Section 9.09 of the Credit Agreement; provided that the Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

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(c) Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Grantor), (ii) any asset or property becoming an Excluded Asset or (iii) the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.09 or 10.01 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents and take all such further actions that such Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.09 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Collateral Agent.

(e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Parent or any of its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank.

SECTION 5.14. Additional Grantors. Each Subsidiary (other than an Excluded Subsidiary) of Parent that is required to enter into this Agreement as a Grantor pursuant to Section 6.11 of the Credit Agreement shall, and any Subsidiary of Parent may, execute and deliver a Security Agreement Supplement and thereupon such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

SECTION 5.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to Parent of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the

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Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance, including endorsing the name of any Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, making all determinations and decisions with respect thereto and obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or paying any premium in whole or in part relating thereto; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. Anything in this Section 5.15 to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 5.15 unless an Event of Default shall have occurred and be continuing. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein. No Agent Party shall be liable in the absence of its own gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, as provided in Sections 10.04 and 10.05 of the Credit Agreement promptly upon written demand therefor by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

SECTION 5.16. General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

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SECTION 5.17. Reasonable Care. The Collateral Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral in its possession; provided that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral, if such Collateral is accorded treatment substantially similar to that which the Collateral Agent accords its own property.

SECTION 5.18. Mortgages. In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of a Mortgage and the terms thereof are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage shall control in the case of Fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall control in the case of all other Collateral.

SECTION 5.19. Reinstatement. This Security Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Parent or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Parent or any other Loan Party or any substantial part of its property, or otherwise, all as though such payments had not been made.

SECTION 5.20. Miscellaneous.

(a) The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact.

(b) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of Event of Default or a notice from the Grantor or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:
CBS OUTDOOR GROUP LLC
By:
	Name:
	Title:
OUTDOOR INC.
By:
	Name:
	Title:

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Signature Page for Patent Security Agreement

CBS OUTDOOR LLC
By:
	Name:
	Title:
CBS OUTDOOR LA INC.
By:
	Name:
	Title:
CBS OUTERNET INC.
By:
	Name:
	Title:
CBS COLLEGIATE SPORTS PROPERTIES INC.
By:
	Name:
	Title:

F-31

Signature Page for Security Agreement

CITIBANK, N.A.,
as Collateral Agent
By:
	Name:
	Title:

F-32

Signature Page for Security Agreement

SCHEDULE I

Pledged Equity

Pledgor Pledged Interest

Pledged Debt

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EXHIBIT I TO THE

SECURITY AGREEMENT

SUPPLEMENT NO. [—] dated as of [—], to the Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) dated as of January 31, 2014 among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, (the “Borrowers”) as Grantors, CBS Outdoor Americas Inc. as a Grantor, the other Grantors from time to time party thereto and Citibank, N.A., as Collateral Agent for the Secured Parties.

A. Reference is made to the Credit Agreement dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Guarantors, Citibank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender, and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”).

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement, and if not defined therein, the Credit Agreement.

C. The Grantors have entered into the Security Agreement in order to induce (x) the Lenders to make Loans and the L/C Issuers to issue Letters of Credit, (y) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and/or Treasury Services Agreements. Section 5.14 of the Security Agreement provides that additional Restricted Subsidiaries of Parent may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement in order to induce (x) the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and (y) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and/or Treasury Services Agreements and as consideration for (x) Loans previously made and Letters of Credit previously issued and (y) Secured Hedge Agreements and Treasury Services Agreements previously entered into and/or maintained.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 5.14 of the Security Agreement, the New Subsidiary by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the

F-34

Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Subsidiary. The Security Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent for the benefit of the Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary, and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Subsidiary, (b) set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office and (c) Schedule I attached hereto sets forth a true and complete list, with respect to the New Subsidiary, of (i) all the Equity Interests directly owned by the New Subsidiary in any Person and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity directly owned by the New Subsidiary and (ii) all the Pledged Debt owed to the New Subsidiary.

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

SECTION 7. If any provision of this Supplement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Supplement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Security Agreement.

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SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with the execution and delivery of this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

[Signatures on following page]

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IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY]
By:
	Name:
	Title:
Jurisdiction of Formation:
Address of Chief Executive Office:
CITIBANK, N.A., as Collateral Agent
By:
	Name:
	Title:

F-37

SCHEDULE I

TO SUPPLEMENTAL NO      TO THE

SECURITY AGREEMENT

LOCATION OF COLLATERAL

Description Location

EQUITY INTERESTS

Issuer Number of
Certificate Registered
Owner Number and
Class of
Equity Interests Percentage of
Equity Interests

DEBT SECURITIES

Issuer Principal Amount Date of Note Maturity Date

F-38

Exhibit II

FORM OF

PATENT SECURITY AGREEMENT

(SHORT-FORM)

PATENT SECURITY AGREEMENT, dated as of [—] (this “Agreement”) among CBS OUTDOOR AMERICAS CAPITAL LLC, a Delaware limited liability company, located at 405 Lexington Avenue, New York, NY 10174 and CBS OUTDOOR AMERICAS CAPITAL CORPORATION, a Delaware corporation, located at 405 Lexington Avenue, New York, NY 10174 (the “Borrowers as Grantors, CBS Outdoor Americas Inc. as a Grantor, the other Grantors identified herein and CITIBANK, N.A., as Collateral Agent for the Secured Parties.

Reference is made to the Security Agreement dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Borrowers, the other Grantors identified therein and who from time to time become a party thereto and the Collateral Agent. The Secured Parties’ agreements in respect of extensions of credit to the Borrowers are set forth in the Credit Agreement dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Guarantors from time to time party thereto, Citibank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender, and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). The Grantors are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and the performance of obligations by the Hedge Banks under any Secured Hedge Agreements and Treasury Services Agreement and the undersigned Grantor are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit and the Hedge Banks to enter in to such Secured Hedge Agreements and Treasury Services Agreements. Accordingly, the parties hereto agree as follows:

Section 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

Section 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor, pursuant to and subject to the limitations set forth in the Security Agreement, did and hereby does pledge to the Collateral Agent for the benefit of the Secured Parties, and did and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”):

All letters patent of the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, and all reissues, re-examinations, continuations, divisions, continuations-in-part, renewals or extensions thereof, including those listed on Schedule I hereto, and the inventions or improvements disclosed or claimed therein.

F-39

Section 3. Termination. This Patent Security Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release of such Grantor’s obligations thereunder. The Collateral Agent shall, in connection with any termination or release herein or under the Security Agreement, execute and deliver to any Grantor as such Grantor may request, an instrument in writing releasing the security interest in the Patent Collateral acquired under this Agreement. Additionally, upon such termination or release, the Collateral Agent shall reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction including, but not limited to, the release and/or termination of this Agreement and any security interest in, to or under the Patent Collateral.

Section 4. Supplement to the Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Section 5. Governing Law. The terms of Section 10.15 of the Credit Agreement with respect to governing law are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section 6. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject to the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.

[Signatures on following page]

F-40

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:
CBS OUTDOOR GROUP LLC
By:
	Name:
	Title:
OUTDOOR INC.
By:
	Name:
	Title:

F-41

Signature Page for Patent Security Agreement

CBS OUTDOOR LLC
By:
	Name:
	Title:
CBS OUTDOOR LA INC.
By:
	Name:
	Title:
CBS OUTERNET INC.
By:
	Name:
	Title:
CBS COLLEGIATE SPORTS PROPERTIES INC.
By:
	Name:
	Title:

F-42

Signature Page for Patent Security Agreement

CITIBANK, N.A.,
as Collateral Agent
By:
	Name:
	Title:

F-43

Signature Page for Patent Security Agreement

Schedule I

Short Particulars of U.S. Patent Collateral

F-44

Exhibit III

FORM OF

TRADEMARK SECURITY AGREEMENT

(SHORT-FORM)

TRADEMARK SECURITY AGREEMENT, dated as of [—] (this “Agreement”) among CBS OUTDOOR AMERICAS CAPITAL LLC, a Delaware limited liability company, located at 405 Lexington Avenue, New York, NY 10174 and CBS OUTDOOR AMERICAS CAPITAL CORPORATION, a Delaware corporation, located at 405 Lexington Avenue, New York, NY 10174 (the “Borrowers”) as Grantors, CBS Outdoor Americas Inc. as a Grantor, the other Grantors identified herein and CITIBANK, N.A., as Collateral Agent for the Secured Parties.

Reference is made to the Security Agreement dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Borrower, the other Grantors identified therein and who from time to time become a party thereto and the Collateral Agent. The Secured Parties’ agreements in respect of extensions of credit to the Borrowers are set forth in the Credit Agreement dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Guarantors from time to time party thereto, Citibank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender, and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). The Grantors are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and the performance of obligations by the Hedge Banks under any Secured Hedge Agreements and Treasury Services Agreement and the undersigned Grantor are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit and the Hedge Banks to enter in to such Secured Hedge Agreements and Treasury Services Agreements. Accordingly, the parties hereto agree as follows:

Section 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

F-45

Section 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor, pursuant to and subject to the limitations set forth in the Security Agreement, did and hereby does pledge to the Collateral Agent for the benefit of the Secured Parties, and did and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):

(a) all trademarks, service marks, trade names, corporate names, trade dress, logos, designs, fictitious business names and other source or business identifiers protected under the laws of the United States or any state or political subdivision thereof, all registrations and recordings thereof, all registration and recording applications filed in connection therewith in the USPTO, and all renewals thereof, as well as any unregistered trademarks and service marks used by a Grantor, including those listed on Schedule I hereto, and (b) all goodwill connected with the use thereof and symbolized thereby; provided that the grant of security interest shall not include any “intent-to-use” trademark applications prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto.

Section 3. Termination. This Trademark Security Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release of such Grantor’s obligations thereunder. The Collateral Agent shall, in connection with any termination or release herein or under the Security Agreement, execute and deliver to any Grantor as such Grantor may request, an instrument in writing releasing the security interest in the Trademark Collateral acquired under this Agreement. Additionally, upon such termination or release, the Collateral Agent shall reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction including, but not limited to, the release and/or termination of this Agreement and any security interest in, to or under the Trademark Collateral.

Section 4. Supplement to the Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Section 5. Governing Law. The terms of Section 10.15 of the Credit Agreement with respect to governing law are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section 6. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject to the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.

F-46

[Signatures on following page]

F-47

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:
CBS OUTDOOR GROUP LLC
By:
	Name:
	Title:
OUTDOOR INC.
By:
	Name:
	Title:

F-48

Signature Page for Trademark Security Agreement

CBS OUTDOOR LLC
By:
	Name:
	Title:
CBS OUTDOOR LA INC.
By:
	Name:
	Title:
CBS OUTERNET INC.
By:
	Name:
	Title:
CBS COLLEGIATE SPORTS PROPERTIES INC.
By:
	Name:
	Title:

F-49

Signature Page for Trademark Security Agreement

CITIBANK, N.A.,
as Collateral Agent
By:
	Name:
	Title:

F-50

Signature Page for Trademark Security Agreement

Schedule I to

Trademark Security Agreement Supplement

UNITED STATES Trademarks, Service Marks and Trademark Applications

Grantor Trademark or Service Mark Date Granted Registration No. and
Jurisdiction

Grantor Trademark or Service Mark Application Date Filed Application No. and
Jurisdiction

F-51

Exhibit IV

FORM OF

COPYRIGHT SECURITY AGREEMENT

(SHORT-FORM)

COPYRIGHT SECURITY AGREEMENT, dated as of [—] (this “Agreement”) among CBS OUTDOOR AMERICAS CAPITAL LLC, a Delaware limited liability company, located at 405 Lexington Avenue, New York, NY 10174 and CBS OUTDOOR AMERICAS CAPITAL CORPORATION, a Delaware corporation, located at 405 Lexington Avenue, New York, NY 10174 (the “Borrowers”) as Grantors, CBS OUTDOOR AMERICAS INC. as a Grantor, the other Grantors identified herein and CITIBANK, N.A., as Collateral Agent for the Secured Parties.

Reference is made to the Security Agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Borrowers, the other Grantors identified therein and who from time to time become a party thereto and the Collateral Agent. The Secured Parties’ agreements in respect of extensions of credit to the Borrowers are set forth in the Credit Agreement dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Guarantors from time to time party thereto, Citibank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender, and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). The Grantors are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and the performance of obligations by the Hedge Banks under any Secured Hedge Agreements and Treasury Services Agreement and the undersigned Grantor are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit and the Hedge Banks to enter in to such Secured Hedge Agreements and Treasury Services Agreements. Accordingly, the parties hereto agree as follows:

Section 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

Section 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor, pursuant to and subject to the limitations set forth in the Security Agreement, did and hereby does pledge to the Collateral Agent for the benefit of the Secured Parties, and did and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Copyright Collateral”):

(a) all copyright rights in any work subject to and under the copyright laws of the United States, whether as author, assignee, transferee, exclusive licensee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the USCO, including those listed on Schedule I hereto.

F-52

Section 3. Termination. This Copyright Security Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release of such Grantor’s obligations thereunder. The Collateral Agent shall, in connection with any termination or release herein or under the Security Agreement, execute and deliver to any Grantor as such Grantor may request, an instrument in writing releasing the security interest in the Copyright Collateral acquired under this Agreement. Additionally, upon such termination or release, the Collateral Agent shall reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction including, but not limited to, the release and/or termination of this Agreement and any security interest in, to or under the Copyright Collateral.

Section 4. Supplement to the Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Copyright Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Section 5. Governing Law. The terms of Section 10.15 of the Credit Agreement with respect to governing law are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section 6. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject to the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.

[Signatures on following page]

F-53

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:
CBS OUTDOOR GROUP LLC
By:
	Name:
	Title:
OUTDOOR INC.
By:
	Name:
	Title:

F-54

Signature Page for Copyright Security Agreement

CBS OUTDOOR LLC
By:
	Name:
	Title:
CBS OUTDOOR LA INC.
By:
	Name:
	Title:
CBS OUTERNET INC.
By:
	Name:
	Title:
CBS COLLEGIATE SPORTS PROPERTIES INC.
By:
	Name:
	Title:

F-55

Signature Page for Copyright Security Agreement

CITIBANK, N.A.,
as Collateral Agent
By:
	Name:
	Title:

F-56

Signature Page for Copyright Security Agreement

Schedule I

Short Particulars of U.S. Copyright Collateral

F-57

EXHIBIT G-1

[FORM OF] PERFECTION CERTIFICATE

(See Attached)

G-1-1

PERFECTION CERTIFICATE

Reference is hereby made to (a) that certain Pledge and Security Agreement, dated as of January 31, 2014 (the “Security Agreement”), between 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 a “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 thereto (collectively, and together with the Parent, the “Guarantors”) and the Collateral Agent (as hereinafter defined) and (b) that certain Credit Agreement, dated as of as of dated as of January 31, 2014 (the “Credit Agreement”) among the Borrowers, the Guarantors, certain other parties thereto and 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”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement.

As used herein, the term “Company” or “Companies” means each of the Borrowers and each Guarantor.

The undersigned hereby certify to the Collateral Agent and the Lenders as follows:

1. Names.

(a) The exact legal name of each Company, as such name appears in its respective certificate of incorporation or equivalent organizational document, is set forth in Schedule 1(a). Each Company is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is a registered organization, the Federal Taxpayer Identification Number of each Company and the jurisdiction of organization of each Company.

(b) Set forth in Schedule 1(b) hereto is a list of any other corporate or organizational names each Company has had in the past five years, together with the date of the relevant change.

(c) Set forth in Schedule 1(c) is a list of all other names used by each Company, or any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, on any filings with the Internal Revenue Service at any time within the five years preceding the date hereof. Except as set forth in Schedule 1(c), no Company has changed its jurisdiction of organization at any time during the past four months.

2. Current Locations. The chief executive office of each Company is located at the address set forth in Schedule 2 hereto.

3. Extraordinary Transactions. During the five year period preceding the date hereof, except as set forth in Schedule 3 attached hereto, no Company has been the subject of any merger or other corporate reorganization.

4. File Search Reports. Attached hereto as Schedule 4 is a true and accurate summary of file search reports from the Uniform Commercial Code filing offices in each jurisdiction identified in Schedule 1(a), Schedule 1(c) or Schedule 2 with respect to each legal name set forth in Schedule 1(a), Schedule 1(b) and Schedule 1(c). A true copy of each financing statement, including judgment and tax liens, bankruptcy and pending lawsuits or other filing identified in such file search reports has been delivered to the Collateral Agent.

5. UCC Filings. The financing statements (duly authorized by each Company constituting the debtor therein), including the indications of the collateral, attached as Schedule 5 relating to the Security Agreement, are in the appropriate forms for filing in the filing offices in the jurisdictions identified in Schedule 6 hereof.

6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule of (i) the appropriate filing offices for the financing statements attached hereto as Schedule 5 and (ii) the appropriate filing offices for the Mortgages relating to the Mortgaged Property set forth in Schedule 7.

7. Owned Real Property. Attached hereto as Schedule 7 is a list of all (i) real property owned in fee by each Company located in the United States and having a fair market value (determined in the good faith judgment of Parent, based on the current usage of such real property) in excess of $5 million as of the Closing Date (such real property, the “Mortgaged Property”), (ii) common names, addresses and uses of each Mortgaged Property (stating improvements located thereon) and (iii) other information relating thereto required by such Schedule.

8. Termination Statements. Attached hereto as Schedule 8(a) are the duly authorized termination statements in the appropriate form for filing in each applicable jurisdiction identified in Schedule 8(b) hereto with respect to any Liens described therein.

9. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 9(a) is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of each Company (other than Parent) and the record owners of such stock, partnership interests, membership interests or other equity interests setting forth the percentage of such equity interests pledged under the Security Agreement. Also set forth in Schedule 9(b) is each equity investment of each Company (other than the equity interests set forth on Schedule 9(a)) setting forth the percentage of such equity interests pledged under the Security Agreement.

10. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 10 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Company as of the date hereof, including all intercompany notes between or among any two or more Companies or any of their Subsidiaries, in each case with an individual value in excess of $5 million.

11. Intellectual Property.

(a) Attached hereto as Schedule 11(a) is a schedule setting forth all of each Company’s Patents and Trademarks (each as defined in the Security Agreement) applied for or registered with the United States Patent and Trademark Office (the “USPTO”), and all other Patents (each as defined in the Security Agreement), including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each such Patent or Trademark.

(b) Attached hereto as Schedule 11(b) is a schedule setting forth all of each Company’s United States Copyrights (each as defined in the Security Agreement) registered with the United States Copyright Office (the “USCO”), including the name of the registered owner and the registration number of each Copyright owned by each Company.

(c) Attached hereto as Schedule 11(c) is a schedule setting forth all Patent Licenses, Trademark Licenses and Copyright Licenses (each as defined in the Security Agreement) with respect to which any Company is the licensee with an expected licensing fee in excess of $2.5 million per annum (excluding all licenses for standard commercial software), whether or not recorded with the USPTO or USCO, as applicable, and listing the relevant signatory parties to each license along with the date of execution thereof and, if applicable, a recordation number or other such evidence of recordation.

-2-

12. Commercial Tort Claims. Attached hereto as Schedule 12 is a true and correct list of all Commercial Tort Claims (as defined in the Security Agreement) having a value in excess of $10 million held by each Company, including a brief description thereof.

13. Insurance. Attached hereto as Schedule 13 is a true and correct list of all material insurance policies of the Companies.

[The Remainder of this Page has been intentionally left blank]

-3-

IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of the first date written above.

CBS OUTDOOR AMERICAS CAPITAL LLC, as a Borrower
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION, as a Borrower
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS INC., as Parent and a Guarantor
By:
	Name:
	Title:
CBS OUTDOOR GROUP LLC, as a Guarantor
By:
	Name:
	Title:
OUTDOOR INC, as a Guarantor
By:
	Name:
	Title:
CBS OUTDOOR LLC, as a Guarantor
By:
	Name:
	Title:
CBS OUTDOOR LA INC., as a Guarantor
By:
	Name:
	Title:

CBS OUTERNET INC., as a Guarantor
By:
	Name:
	Title:
CBS COLLEGIATE SPORTS PROPERTIES INC., as a Guarantor
By:
	Name:
	Title:

Schedule 1(a)

Legal Names, Etc.

Legal Name Type of Entity Registered
Organization (Yes/No) Organizational
Number (if any) Federal Taxpayer
Identification Number State of Formation

Schedule 1(b)

Prior Organizational Names

Company/Subsidiary Prior Name Date of Change

Schedule 1(c)

Changes in Corporate Identity; Other Names

Company/Subsidiary Corporate Name of Entity Action  Date of  Action State of Formation List of All Other
Names Used on Any Filings with the Internal
Revenue Service
During Past Five
Years

Schedule 2

Chief Executive Offices

Company/Subsidiary Address County State

Schedule 3

Transactions Other Than in the Ordinary Course of Business

Company/Subsidiary Description of Transaction Including Parties
Thereto Date of Transaction

Schedule 4

File Search Reports

Company/Subsidiary Search Report dated Prepared by Jurisdiction

See attached.

Schedule 5

Copy of Financing Statements To Be Filed

See attached.

Schedule 6

Filings/Filing Offices

Type of Filing¹ Entity Applicable Collateral Document Jurisdictions

¹  UCC-1 financing statement, mortgage, intellectual property filing or other necessary filing.

Schedule 7

Owned Real Property

Entity of Record Common Name and Address Purpose/Use Improvements Located on Real Property

Schedule 8(a)

Attached hereto is a true copy of each termination statement filing duly acknowledged.

Schedule 8(b)

Termination Statement Filings

Debtor Jurisdiction Secured Party Type of Collateral UCC-1 File Date UCC-1 File Number

Schedule 9

(a) Equity Interests of Companies and Subsidiaries

Current Legal
Entities Owned Record Owner Certificate No. No. Shares/Interest Percent
Pledged

(b) Other Equity Interests

Current Legal
Entities Owned Record Owner Certificate No. No. Shares/Interest Percent
Pledged

Schedule 10

Instruments and Tangible Chattel Paper

1. Promissory Notes:

Payee Payor Principal
Amount Date of
Issuance Interest
Rate Maturity
Date Pledged
[Yes/No]

2. Chattel Paper:

Description Pledged [Yes/No]

Schedule 11(a)

Patents and Trademarks

UNITED STATES PATENTS:

Registrations:

OWNER REGISTRATION NUMBER DESCRIPTION

Applications:

OWNER APPLICATION NUMBER DESCRIPTION

OTHER PATENTS:

Registrations:

OWNER REGISTRATION NUMBER COUNTRY/STATE DESCRIPTION

Applications:

OWNER APPLICATION NUMBER COUNTRY/STATE DESCRIPTION

UNITED STATES TRADEMARKS:

Registrations:

OWNER REGISTRATION NUMBER TRADEMARK

Applications:

OWNER APPLICATION NUMBER TRADEMARK

OTHER TRADEMARKS:

Registrations:

OWNER REGISTRATION NUMBER COUNTRY/STATE TRADEMARK

Applications:

OWNER APPLICATION NUMBER COUNTRY/STATE TRADEMARK

Schedule 11(b)

Copyrights

UNITED STATES COPYRIGHTS

Registrations:

OWNER TITLE REGISTRATION NUMBER

Applications:

OWNER APPLICATION NUMBER

Schedule 11(c)

Intellectual Property Licenses

Patent Licenses:

LICENSEE LICENSOR COUNTRY/STATE REGISTRATION/ APPLICATION NUMBER DESCRIPTION

Trademark Licenses

LICENSEE LICENSOR COUNTRY/STATE REGISTRATION/ APPLICATION NUMBER TRADEMARK

Copyright Licenses:

LICENSEE LICENSOR COUNTRY/STATE REGISTRATION/ APPLICATION NUMBER DESCRIPTION

Schedule 12

Commercial Tort Claims

Description Pledged [Yes/No]

Schedule 13

Insurance

EXHIBIT G-2

[FORM OF] PERFECTION CERTIFICATE SUPPLEMENT

This Perfection Certificate Supplement, dated as of [—] is delivered pursuant to Section 6.02(c) of that certain Credit Agreement dated as of January 31, 2014 (the “Credit Agreement”) among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, the Guarantors, the lenders and other parties thereto from time to time and CITIBANK, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement. As used herein, the term “Companies” means the Borrowers and each Guarantor.

The undersigned hereby certifies (in my capacity as [—] of Parent and not in my individual capacity) to the Collateral Agent and each of the other Secured Parties that, as of the date hereof, there has been no change in the information described in the Perfection Certificate delivered on the Closing Date (as supplemented by any perfection certificate supplements delivered prior to the date hereof, the “Prior Perfection Certificate”), other than as follows:

[The Remainder of this Page has been intentionally left blank]

G-2-1

IN WITNESS WHEREOF, the undersigned has hereunto signed this Perfection Certificate Supplement as of the date first written above.

CBS OUTDOOR AMERICAS INC., as Parent
By:
	Name:
	Title:

G-2-2

EXHIBIT H

[FORM OF] INTERCOMPANY NOTE

THIS NOTE HAS BEEN PLEDGED AS COLLATERAL PURSUANT TO THE SECURITY AGREEMENT DESCRIBED BELOW, AND IS SUBORDINATED AS DESCRIBED.

GLOBAL INTERCOMPANY NOTE

New York, New York

January 31, 2014

FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other Person listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other Person listed on the signature page hereto (each, in such capacity, a “Payee”), in lawful money of the United States of America, or in such other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as such Payee shall from time to time designate, the unpaid principal amount of all Indebtedness owed by such Payor to such Payee. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date such Indebtedness was incurred until it is paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

Pursuant to, and in accordance with, the terms of that certain Security Agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation (the “Borrowers”), the other grantors party thereto from time to time (together with the Borrowers, the “Loan Parties”) and Citibank, N.A., as collateral agent, this Note and all payments in respect hereof (other than, in each case, such as may arise from ordinary course intercompany cash management obligations) has been pledged by the Loan Parties as collateral for the obligations of each Payee under that certain Credit Agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the other Loan Parties party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent, and the remaining Obligations. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Each Payor agrees, and each Payee by accepting this Note agrees, that the indebtedness of any Loan Party to any Payee other than a Loan Party (other than such as may arise from ordinary course intercompany cash management obligations) evidenced by this Note is subordinated in right of payment to the Obligations of each Payor and the Senior Notes and guarantees of the Senior Notes (the “Senior Debt”) and that the subordination is for the benefit

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of and enforceable by the holders of such Senior Debt. This Note shall rank senior in right of payment to all existing and future indebtedness of the Payor that is by its terms subordinated in right of payment to the indebtedness evidenced by this Note (such subordinated indebtedness, “Subordinated Debt”). Only indebtedness of the Payor to which this Note is expressly subordinated in right of payment (the “Senior Debt”) shall rank senior to this Note in right of payment. This Note shall rank pari passu in right of payment with all existing and future indebtedness of the Payor that does not constitute either Senior Debt or Subordinated Debt.

Each Payor hereby acknowledges and agrees, and each Payee by accepting this Note acknowledges and agrees, that Collateral Agent may, pursuant to the Security Agreement, exercise all rights provided therein with respect to the rights of each Loan Party in this Note and that the rights of each Loan Party in this Note remain subject to the provisions of the Credit Agreement and the Security Agreement until they are terminated in accordance with their terms.

Upon execution and delivery after the date hereof by any Subsidiary of CBS Outdoor Americas Inc. of a counterpart signature page hereto, such Subsidiary shall become a party hereto with the same force and effect as if originally named as a party hereto. The rights and obligations of each Payor and Payee hereunder shall remain in full force and effect notwithstanding the addition of any new Payor or Payee as a party to this Agreement. This Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor or Payee hereunder.

Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

Each Payor hereby waives diligence, presentment, demand, protest or notice of any kind whatsoever in connection with this Note. This Note is intended by each Payor and each Payee as a final expression of this Note and as a complete and exclusive statement of its terms, there being no conditions to the enforceability of this Note.

No amendment, modification or waiver of, or consent with respect to, any provisions of this Note shall be effective unless the same shall be in writing and signed and delivered by each Payor and Payee whose rights or obligations shall be affected thereby.

This Note shall be binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of each Payee and its successors and assigns, including subsequent holders hereof.

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EXHIBIT H

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[To be signed by Parent and all Restricted Subsidiaries]

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EXHIBIT H

NOTE POWER

FOR VALUE RECEIVED, each of the undersigned hereby does sell, transfer and assign unto                      all of its right, title and interest in that certain Global Intercompany Note, dated as of January     , 2014 (the “Note”), and does hereby irrevocably constitute and appoint                      attorney to transfer the Note with full power of substitution in the premises.

Dated:

[To be signed by all Loan Parties]

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EXHIBIT I-1

[FORM OF]

FIRST LIEN INTERCREDITOR AGREEMENT

dated as of

[—], 20[—]

among

CBS OUTDOOR AMERICAS CAPITAL LLC,

CBS OUTDOOR AMERICAS CAPITAL CORPORATION,

CBS OUTDOOR AMERICAS INC.

AND THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME

CITIBANK, N.A.,

as General Credit Facilities Collateral Agent

and Authorized Representative for the General Credit Facilities

Secured Parties,

[—]

and

each Additional Authorized Representative from time to time party

hereto

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FIRST LIEN INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of [—], 20[—], among CBS OUTDOOR AMERICAS CAPITAL LLC, a Delaware limited liability company, as a Grantor (as such term is defined below), and CBS OUTDOOR AMERICAS CAPITAL CORPORATION, a Delaware corporation, as a Grantor, CBS OUTDOOR AMERICAS INC. (the “Company”), as Grantor, the other Grantors party hereto, CITIBANK, N.A., as administrative agent and collateral agent for the General Credit Facilities Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “General Credit Facilities Collateral Agent”) and as Authorized Representative for the General Credit Facilities Secured Parties, [—] as [trustee] [agent] and collateral agent for the Initial Additional First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Additional Authorized Representative”) and as Authorized Representative for the Initial Additional First Lien Secured Parties, and each additional Authorized Representative from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the General Credit Facilities Collateral Agent (for itself and on behalf of the General Credit Facilities Secured Parties), the Initial Additional Authorized Representative (for itself and on behalf of the Initial Additional First Lien Secured Parties) and each additional Authorized Representative (for itself and on behalf of the Additional First Lien Secured Parties of the applicable Series) agree as follows:

ARTICLE I

Definitions

SECTION 1.01 Construction; Certain Defined Terms.

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein”, “hereof and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

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(b) Without limiting the provisions of Section 2.03, it is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.

(c) Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the General Credit Facilities Credit Agreement. As used in this Agreement, the following terms have the meanings specified below:

“Additional Authorized Representative” shall have the meaning assigned to such term in Section 6.01(b).

“Additional First Lien Agreement” shall mean any indenture, note, credit agreement or other agreement under which Additional First Lien Obligations of any Series are issued or incurred and any other instrument, agreement or other document evidencing or governing Additional First Lien Obligations of such Series or providing any guarantee, Lien or other right in respect thereof.

“Additional First Lien Collateral Agent” shall mean any collateral agent or other party holding Liens with respect to Shared Collateral securing any Additional First Lien Obligations.

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“Additional First Lien Obligations” shall mean all obligations of the Company and the other Grantors that shall have been designated as such pursuant to Article VI.

“Additional First Lien Secured Parties” shall mean the holders of any Additional First Lien Obligations and any Additional First Lien Collateral Agent or Authorized Representative with respect thereto.

“Affiliate” of any specified Person, means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Applicable Authorized Representative” shall mean, with respect to any Shared Collateral, (i) until the earlier of (x) the Discharge of General Credit Facilities Obligations and (y) a Non-Controlling Authorized Representative Enforcement Date, the General Credit Facilities Collateral Agent, (ii) from and after the Discharge of General Credit Facilities Obligations (to the extent no Non-Controlling Authorized Representative Enforcement Date has occurred) and (iii) from and after a Non-Controlling Authorized Representative Enforcement Date, the Authorized Representative in respect of the Series of Initial Additional First Lien Obligations or Additional First Lien Obligations that such Non-Controlling Authorized Representative Enforcement Date; provided that if there shall occur one or more Non-Controlling Authorized Representative Enforcement Dates, the Applicable Authorized Representative shall be the Authorized Representative that is the Non-Controlling Authorized Representative in respect of the Series of Initial Additional First Lien Obligations or Additional First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Initial Additional First Lien Obligations or Additional First Lien Obligations with respect to which a Non-Controlling Authorized Representative Enforcement Date has occurred; provided, however, that if there are two such Series of Initial Additional First Lien Obligations or Additional First Lien Obligations which have an equal outstanding principal amount, the Series of Initial Additional First Lien Obligations or Additional First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition.

“Authorized Representative” shall mean (i) in the case of any General Credit Facilities Obligations or the General Credit Facilities Secured Parties, the General Credit Facilities Collateral Agent, (ii) in the case of the Initial Additional First Lien Obligations or the Initial Additional First Lien Secured Parties, the Initial Additional Authorized Representative and (iii) in the case of any Series of Additional First Lien Obligations or Additional First Lien Secured Parties that become subject to this Agreement after the date hereof, the Authorized Representative named for such Series in the applicable Joinder Agreement.

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“Bankruptcy Case” shall have the meaning assigned to such term in Section 2.05(b).

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended.

“Bankruptcy Law” shall mean the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.

“Collateral” shall mean all assets subject to Liens created pursuant to any First Lien Security Document to secure one or more Series of First Lien Obligations.

“Company” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Control Collateral” shall mean any Shared Collateral in the possession of, or controlled by, an Authorized Representative (or its agents or bailees), to the extent that possession or control thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Control Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, Investment Property, Deposit Accounts and Chattel Paper, in each case, delivered to, in the possession of, or controlled by, an Authorized Representative under the terms of the First Lien Security Documents. All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC.

“Controlling Secured Parties” shall mean, with respect to any Shared Collateral, the Series of First Lien Secured Parties whose Authorized Representative is the Applicable Authorized Representative for such Shared Collateral.

“Default” shall mean a “Default” (or similar defined term) as defined in any Secured Credit Document.

“DIP Financing” shall have the meaning assigned to such term in Section 2.05(b).

“DIP Financing Liens” shall have the meaning assigned to such term in Section 2.05(b).

“DIP Lenders” shall have the meaning assigned to such term in Section 2.05(b).

“Discharge” shall mean, with respect to any Shared Collateral and any Series of First Lien Obligations, the date on which such Series of First Lien Obligations is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning.

“Discharge of General Credit Facilities Obligations” shall mean the Discharge of the General Credit Facilities Obligations with respect to all Shared Collateral; provided that the Discharge of General Credit Facilities Obligations shall not be deemed to have occurred in connection with a Refinancing of such General Credit Facilities Obligations with additional First Lien Obligations secured by such Shared Collateral under an Additional First Lien Agreement which has been designated in writing by the Authorized Representative (under the General Credit Facilities Credit Agreement so Refinanced) to the Applicable Authorized Representative and each other Authorized Representative as the “General Credit Facilities Credit Agreement” for purposes of this Agreement.

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“Disposition” shall have the meaning assigned to such term in Section 2.04(b).

“Event of Default” shall mean an “Event of Default” (or similar defined term) as defined in any Secured Credit Document.

“First Lien Obligations” shall mean, collectively, (i) the General Credit Facilities Obligations, (ii) the Initial Additional First Lien Obligations and (iii) any Series of Additional First Lien Obligations.

“First Lien Secured Parties” shall mean, collectively, (i) the General Credit Facilities Secured Parties, (ii) the Initial Additional First Lien Secured Parties, and (iii) any Additional First Lien Secured Parties.

“First Lien Security Documents” shall mean each Security Agreement and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing First Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“General Credit Facilities Collateral Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“General Credit Facilities Credit Agreement” shall mean that certain Credit Agreement, dated as of January 31, 2014, as amended, restated, extended, modified, Refinanced, replaced and/or supplemented from time to time, among CBS Outdoor Americas Capital LLC, a Delaware limited liability company, the Company, the other Grantors party thereto, the lenders from time to time party thereto, the General Credit Facilities Collateral Agent and the other parties thereto.

“General Credit Facilities Obligations” shall mean the “Obligations” as defined in the General Credit Facilities Security Agreement.

“General Credit Facilities Secured Parties” shall mean the “Secured Parties” as defined in the General Credit Facilities Credit Agreement.

“General Credit Facilities Security Agreement” shall mean that certain Security Agreement, dated as of January 31, 2014, as amended, restated, supplemented or otherwise modified from time to time, by and among the Company, the other Grantors party thereto and the General Credit Facilities Collateral Agent.

“Grantors” shall mean the Company and each subsidiary or direct or indirect parent of the Company which has granted a security interest pursuant to any First Lien Security Document to secure any Series of First Lien Obligations.

“Impairment” shall have the meaning assigned to such term in Section 1.01(b).

“Initial Additional Authorized Representative” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

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“Initial Additional First Lien Agreements” shall mean the [Indenture] [Other Agreement], dated as of [—], 20[—] and as amended, restated, Refinanced, supplemented or otherwise modified from time to time, among the Company, the other Grantors party thereto and the Initial Additional Authorized Representative, and any other instrument, agreement or other document evidencing or governing obligations of the Company and the Grantors thereunder or providing any guarantee, Lien or other right in respect thereof.

“Initial Additional First Lien Obligations” shall mean the [“Notes Obligations”] as defined in the Initial Additional First Lien Agreements.

“Initial Additional First Lien Secured Parties” shall mean the holders of any Initial Additional First Lien Obligations and the Initial Additional Authorized Representative.

“Initial Additional First Lien Security Agreement” shall mean that certain Security Agreement, dated as of the date hereof, as amended, restated, supplemented or otherwise modified from time to time, by and among the Company, the other Grantors party thereto and the Initial Additional Authorized Representative.

“Insolvency or Liquidation Proceeding” shall mean:

(1) any case commenced by or against the Company or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other Grantor or any similar case or proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Intervening Creditor” shall have the meaning assigned to such term in Section 2.01(a).

“Joinder Agreement” shall mean a completed supplement to this Agreement substantially in the form of Exhibit A hereto.

“Lien” shall mean, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

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“Major Non-Controlling Authorized Representative” shall mean, with respect to any Shared Collateral, the Non-Controlling Authorized Representative of the Series of Initial Additional First Lien Obligations or Additional First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Initial Additional First Lien Obligations or Additional First Lien Obligations with respect to such Shared Collateral; provided, however, that if there are two outstanding Series of Initial Additional First Lien Obligations or Additional First Lien Obligations which have an equal outstanding principal amount, the Series of Initial Additional First Lien Obligations or Additional First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition.

“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“Non-Controlling Authorized Representative” shall mean, at any time with respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral.

“Non-Controlling Authorized Representative Enforcement Date” shall mean, with respect to any Non-Controlling Authorized Representative, the date which is ninety (90) days after the occurrence of both (i) an Event of Default (under and as defined in the Secured Credit Document under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying that (x) an Event of Default (under and as defined in the Secured Credit Document under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (y) the First Lien Obligations of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Secured Credit Document under which such Non-Controlling Authorized Representative is the Authorized Representative; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Applicable Authorized Representative has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any time the Grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Non-Controlling Secured Parties” shall mean, with respect to any Shared Collateral, the First Lien Secured Parties which are not Controlling Secured Parties with respect to such Shared Collateral.

“Proceeds” shall have the meaning assigned to such term in Section 2.01(a).

“Refinance” shall mean, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace, restate or repay, or to issue other indebtedness or enter into one or more alternative financing arrangements, in

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exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing” shall have correlative meanings.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Secured Credit Documents” shall mean (i) the General Credit Facilities Credit Agreement and the Loan Documents (as defined in the General Credit Facilities Credit Agreement), (ii) the Initial Additional First Lien Agreements and (iii) any Additional First Lien Agreement.

“Security Agreements” shall mean (i) the General Credit Facilities Security Agreement, (ii) the Initial Additional First Lien Security Agreement and (iii) any security agreement with respect to any Additional First Lien Agreement.

“Series” shall mean (a) with respect to the First Lien Secured Parties, each of (i) the General Credit Facilities Secured Parties (in their capacities as such), (ii) the Initial Additional First Lien Secured Parties (in their capacities as such) and (iii) any Additional First Lien Secured Parties that become subject to this Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Additional First Lien Secured Parties) and (b) with respect to any First Lien Obligations, each of (i) the General Credit Facilities Obligations, (ii) the Initial Additional First Lien Obligations and (iii) any Additional First Lien Obligations incurred pursuant to any Additional First Lien Agreements, which, pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Additional First Lien Obligations).

“Shared Collateral” shall mean, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or their respective Authorized Representatives) hold a valid and perfected security interest or Lien at such time. If more than two Series of First Lien Obligations are outstanding at any time and the holders of less than all Series of First Lien Obligations hold a valid and perfected security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First Lien Obligations that hold a valid and perfected security interest or Lien in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest or Lien in such Collateral at such time.

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ARTICLE II

Priorities and Agreements with Respect to Shared Collateral

SECTION 2.01 Priority of Claims.

(a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b) of this Agreement), if an Event of Default has occurred and is continuing, and the Applicable Authorized Representative or any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party are received by the Applicable Authorized Representative or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied (i) FIRST, to the payment of all amounts owing to any Authorized Representative, as applicable (in its capacity as such) pursuant to the terms of any Secured Credit Document, (ii) SECOND, subject to Section 1.01(b), to the payment in full of the First Lien Obligations of each Series on a ratable basis in accordance with the terms of the applicable Secured Credit Documents and (iii) THIRD, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a First Lien Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be applied hereunder in respect of the Series of First Lien Obligations with respect to which such Impairment exists. If, despite the provisions of this Section 2.01(a), any First Lien Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the First Lien Obligations to which it is then entitled in accordance with this Section 2.01(a), such First Lien Secured Party shall hold such payment or recovery in trust for the benefit of all First Lien Secured Parties holding a security interest in the Shared Collateral for distribution in accordance with this Section 2.01(a).

(b) The First Lien Secured Parties hereby acknowledge that the First Lien Obligations of any Series may, subject to the limitations set forth in this Agreement and the then effective Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties of any Series.

(c) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the First Lien Obligations of any Series or any other

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circumstance whatsoever (but, in each case, subject to Section 1.01(b) and 2.01(a)), each First Lien Secured Party hereby agrees that the Liens securing each Series of First Lien Obligations on any Shared Collateral shall be of equal priority.

(d) Notwithstanding anything in this Agreement or any other First Lien Security Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure General Credit Facilities Obligations consisting of reimbursement obligations in respect of Letters of Credit shall be applied as specified in the General Credit Facilities Credit Agreement and will not constitute Shared Collateral.

SECTION 2.02 Actions With Respect to Shared Collateral; Prohibition on Contesting Liens.

(a) With respect to any Shared Collateral, (i) only the Applicable Authorized Representative shall act or refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), (ii) the Applicable Authorized Representative shall not be required to follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative (or any other First Lien Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First Lien Secured Party (other than the Applicable Authorized Representative) shall or shall instruct the Applicable Authorized Representative to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Applicable Authorized Representative, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral. Notwithstanding the equal priority of the Liens, the Applicable Authorized Representative may deal with the Shared Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Applicable Authorized Representative or Controlling Secured Party or any other exercise by the Applicable Authorized Representative or Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Applicable Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any First Lien Secured Party, Applicable Authorized Representative or any Authorized Representative with respect to any Collateral not constituting Shared Collateral.

SECTION 2.03 No Interference; Payment Over.

(a) Each First Lien Secured Party (by accepting the benefits of this Agreement) agrees that (i) it will not challenge or question or support any other Person in challenging or questioning, in any proceeding the validity or enforceability of any First Lien

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Obligations of any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Applicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Applicable Authorized Representative or any other First Lien Secured Party to exercise, and shall not exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Applicable Authorized Representative or any other First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Authorized Representative or any other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Applicable Authorized Representative or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Applicable Authorized Representative or any other First Lien Secured Party to enforce this Agreement.

(b) Each First Lien Secured Party (by accepting the benefits of this Agreement) hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement ), at any time prior to the Discharge of each of the First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First Lien Secured Parties having a security interest in the Shared Collateral and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Applicable Authorized Representative, to be distributed by the Applicable Authorized Representative in accordance with the provisions of Section 2.01 hereof.

SECTION 2.04 Automatic Release of Liens.

(a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the Applicable Authorized Representative in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the

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other Authorized Representatives for the benefit of each Series of First Lien Secured Parties upon such Shared Collateral will automatically be released and discharged upon final conclusion of any foreclosure proceeding as and when, but only to the extent, such Liens of the Applicable Authorized Representative on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof.

(b) Until the Discharge of General Credit Facilities Obligations, if in connection with any (i) sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the General Credit Facilities Credit Agreement (whether or not an Event of Default thereunder, and as defined therein, has occurred and is continuing) and not expressly prohibited under the terms of the other Secured Credit Documents or (ii) any agreement between the General Credit Facilities Collateral Agent and the Company or any other Grantor to release the General Credit Facilities Collateral Agent’s Lien on any portion of the Shared Collateral or to release any Grantor from its obligations under its guaranty of the General Credit Facilities Obligations (other than in connection with an enforcement action or other exercise of the General Credit Facilities Collateral Agent’s remedies in respect of the Shared Collateral which shall be governed by Section 2.04(a)), the General Credit Facilities Collateral Agent, for itself or on behalf of any of the General Credit Facilities Secured Parties, releases any of its Liens on any part of the Shared Collateral, or releases any guarantor from its obligations under its guaranty of the General Credit Facilities Obligations, then the Liens, if any, of each Non-Controlling Authorized Representative, for itself or for the benefit of any Non-Controlling Secured Parties, on such Shared Collateral, and the obligations of such guarantor under its guaranty of the other First Lien Obligations, shall be automatically, unconditionally and simultaneously released. Each Non-Controlling Authorized Representative, for itself or on behalf of any such Non-Controlling Secured Parties, promptly shall execute and deliver to the General Credit Facilities Collateral Agent or such Grantor such termination statements, releases and other documents and take all such further actions as the General Credit Facilities Collateral Agent or such Grantor may reasonably request to effectively confirm such release.

(c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Authorized Representative to evidence and confirm any release of Shared Collateral provided for in this Section.

SECTION 2.05 Certain Agreements With Respect to Bankruptcy or Insolvency Proceedings.

(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Company or any of its subsidiaries.

(b) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364

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of the Bankruptcy Code or any similar provision in any Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any similar provision in any Bankruptcy Law, each First Lien Secured Party (other than any Controlling Secured Party or any Authorized Representative of any Controlling Secured Party (to the extent such Controlling Secured Party is part of the majority or such greater amount referred to below)) (by accepting the benefits of this Agreement) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless a majority in interest of the Controlling Secured Parties (or such greater amount as is necessary to take action under the applicable Loan Document or Other First Lien Documents), or an Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority visa-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First Lien Secured Parties of each Series are granted Liens on any additional collateral pledged to any First Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-a-vis the First Lien Secured Parties as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement, and (D) if any First Lien Secured Parties are granted adequate protection with respect to the First Lien Obligations subject hereto, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01(a) of this Agreement; provided that the First Lien Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing or use of cash collateral.

SECTION 2.06 Reinstatement. In the event that any of the First Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under Title 11 of the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in cash.

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SECTION 2.07 Insurance. As between the First Lien Secured Parties, the Applicable Authorized Representative shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral.

SECTION 2.08 Refinancings. The First Lien Obligations of any Series may, subject to the limitations set forth in the then effective Secured Credit Documents, be Refinanced, in whole or in part, or otherwise amended or modified from time to time, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Credit Document) of any First Lien Secured Party of any other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.

SECTION 2.09 Control Collateral Agent as Gratuitous Bailee for Perfection.

(a) The Control Collateral shall be delivered to the Applicable Authorized Representative and the Applicable Authorized Representative agrees to hold any Shared Collateral constituting Control Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Control Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery or transfer of control to the Applicable Authorized Representative, each other Authorized Representative agrees to hold any Shared Collateral constituting Control Collateral, from time to time in its possession or control, as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Control Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. Notwithstanding the equal priority of the Liens on such Control Collateral securing First Lien Obligations, the Applicable Authorized Representative may deal with such Collateral as if the Liens thereon in favor of the First Lien Secured Parties of any other Series do not exist; provided that the Proceeds arising therefrom shall be subject to application in accordance with Section 2.01(a) hereof.

(b) The duties or responsibilities of the Applicable Authorized Representative and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Control Collateral as gratuitous bailee for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

SECTION 2.10 Amendments to First Lien Security Documents.

(a) Without the prior written consent of the General Credit Facilities Collateral Agent, each other Authorized Representative agrees that no First Lien Security Document (other than the General Credit Facilities Security Agreement or any other First Lien Security Document

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in respect of the General Credit Facilities Obligations) may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any such new First Lien Security Document (other than the General Credit Facilities Security Agreement or any other First Lien Security Document in respect of the General Credit Facilities Obligations) would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.

(b) Without the prior written consent of each Authorized Representative (other than the General Credit Facilities Collateral Agent), the General Credit Facilities Collateral Agent agrees that no First Lien Security Document in respect of the General Credit Facilities Obligations (including the General Credit Facilities Security Agreement) may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new First Lien Security Document in respect of the General Credit Facilities Obligations (including the General Credit Facilities Security Agreement) would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.

(c) In determining whether an amendment to any First Lien Security Document is permitted by this Section 2.10, each Authorized Representative may conclusively rely on an officer’s certificate of the Company stating that such amendment is permitted by this Section 2.10.

ARTICLE III

Existence and Amounts of Liens and Obligations

Whenever the Applicable Authorized Representative or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Authorized Representative or Authorized Representative shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. The Applicable Authorized Representative and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Secured Party or any other person as a result of such determination, except as may result from such Authorized Representative’s bad faith, gross negligence or willful misconduct.

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ARTICLE IV

The Applicable Authorized Representative

SECTION 4.01 Appointment and Authority.

(a) Each of the First Lien Secured Parties (by accepting the benefits of this Agreement) hereby irrevocably appoints the Applicable Authorized Representative to act on its behalf as the Applicable Authorized Representative hereunder and under each of the other First Lien Security Documents and authorizes the Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to the Applicable Authorized Representative by the terms hereof or thereof, including for purposes of enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to Section 4.05 for purposes of enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder, shall be entitled to the benefits of all provisions of this Article IV and any equivalent provision of any applicable First Lien Security Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” under the First Lien Security Documents) as if set forth in full herein with respect thereto.

(b) Each Non-Controlling Secured Party acknowledges and agrees that the Applicable Authorized Representative shall be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Security Documents, as applicable, for which the Applicable Authorized Representative is the collateral agent for such Shared Collateral, without regard to any rights to which any Non-Controlling Secured Party would otherwise be entitled to as a holder of any First Lien Obligations. Without limiting the foregoing, each Non-Controlling Secured Party agrees that neither the Applicable Authorized Representative nor any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Except with respect to any actions expressly prohibited or required to be taken by this Agreement, each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Applicable Authorized Representative or any other First Lien Secured Party of any other Series arising out of (i) any actions which the Applicable Authorized Representative or any First Lien Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security

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Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by the Applicable Authorized Representative or any holders of First Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or any equivalent provision of another applicable Bankruptcy Law or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by, the Company or any of its subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, no Authorized Representative shall accept any Shared Collateral in full or partial satisfaction of any First Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of the Applicable Authorized Representative.

SECTION 4.02 Rights as a First Lien Secured Party.

(a) The First Lien Secured Parties shall indemnify upon demand the Applicable Authorized Representative and each of its Related Parties (to the extent not reimbursed by or on behalf of any Grantor and without limiting the obligation of any Grantor to do so), pro rata, and hold harmless each such Related Party from and against any and all liabilities incurred by it in connection with the performance of its duties under this Agreement and any Secured Credit Document such First Lien Secured Parties benefit from; provided that no First Lien Secured Party shall be liable for the payment to any such Related Party of any portion of such indemnified liabilities resulting from such Related Party’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction. In the case of any investigation, litigation or proceeding giving rise to any indemnified liabilities, this applies whether any such investigation, litigation or proceeding is brought by any First Lien Secured Party or any other Person. Without limitation of the foregoing, each First Lien Secured Party shall reimburse the Applicable Authorized Representative upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney costs) incurred by the Applicable Authorized Representative in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Secured Credit Document, or any document contemplated by or referred to herein, to the extent that the Applicable Authorized Representative is not reimbursed for such expenses by or on behalf of the Grantors. The undertaking in this Section shall survive termination of this Agreement and the resignation of the Applicable Authorized Representative.

SECTION 4.03 Exculpatory Provisions.

(a) The Applicable Authorized Representative shall not have any duties or obligations to the First Lien Secured Parties except those expressly set forth herein. Without limiting the generality of the foregoing, the Applicable Authorized Representative:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly

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contemplated hereby; provided that the Applicable Authorized Representative shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Applicable Authorized Representative to liability or expense or that is contrary to this Agreement, any First Lien Security Document or applicable law;

(iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Applicable Authorized Representative or any of its Affiliates in any capacity;

(iv) shall not be liable for any action taken or not taken by it (A) in the absence of its own gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction) or (B) in reliance on a certificate of an authorized officer of the Company stating that such action is permitted by the terms of this Agreement. The Applicable Authorized Representative shall be deemed not to have knowledge of any Default or Event of Default under any Series of First Lien Obligations unless and until written notice describing such Default or Event of Default is given to the Applicable Authorized Representative by the Authorized Representative of such First Lien Obligations or any Grantor; and

(v) shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement or any other Secured Credit Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Secured Credit Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the First Lien Security Documents, (E) the value or the sufficiency of any Collateral for any Series of First Lien Obligations, or (F) the satisfaction of any condition set forth in any Secured Credit Document.

SECTION 4.04 Reliance by Applicable Authorized Representative.

The Applicable Authorized Representative shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Applicable

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Authorized Representative also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Applicable Authorized Representative may consult with legal counsel (who may be counsel for the Company or any Affiliate thereof), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 4.05 Delegation of Duties.

The Applicable Authorized Representative may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by the Applicable Authorized Representative. The Applicable Authorized Representative and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Applicable Authorized Representative and any such subagent.

SECTION 4.06 Non-Reliance on Applicable Authorized Representative and other First Lien Secured Parties.

Each First Lien Secured Party (by accepting the benefits of this Agreement) acknowledges that it has, independently and without reliance upon the Applicable Authorized Representative, any Authorized Representative or any other First Lien Secured Party or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Secured Credit Documents. Each First Lien Secured Party (by accepting the benefits of this Agreement) also acknowledges that it will, independently and without reliance upon the Applicable Authorized Representative, any Authorized Representative or any other First Lien Secured Party or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Secured Credit Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 4.07 Collateral and Guaranty Matters.

Each of the First Lien Secured Parties irrevocably authorizes the Applicable Authorized Representative, at its option and in its discretion,

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(a) to release any Lien on any property granted to or held by the Applicable Authorized Representative under any First Lien Security Document in accordance with Section 2.04 hereof or upon receipt of a written request from the Company stating that the releases of such Lien is permitted by the terms of each then extant Secured Credit Document; and

(b) to release any Grantor from its obligations under any First Lien Security Documents under which the Applicable Authorized Representative is the Authorized Representative for the applicable First Lien Secured Parties thereunder upon receipt of a written request from the Company stating that such release is permitted by the terms of each then extant Secured Credit Document.

ARTICLE V

Miscellaneous

SECTION 5.01 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(a) if to the General Credit Facilities Collateral Agent, to:

Citibank, N.A.

[—]

Attention: [—]

Facsimile no: [—]

E-Mail Address: [—]

(b) if to the Initial Additional Authorized Representative, to:

[—]

[—]

Attention: [—]

Facsimile no: [—]

E-Mail Address: [—]

(c) if to any other Authorized Representative, to it at the address set forth in the applicable Joinder Agreement.

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by facsimile or on the date five (5) Business Days after dispatch by certified or registered

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mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 5.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01. As agreed to in writing by each Authorized Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person.

SECTION 5.02 Waivers; Amendment; Joinder Agreements.

(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and, with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, the Company.

(c) Notwithstanding the foregoing, without the consent of any First Lien Secured Party or Authorized Representative, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement as set forth in Section 6.01 and upon such execution and delivery, such Authorized Representative and the Additional First Lien Secured Parties and Additional First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof.

(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First Lien Secured Party, the Applicable Authorized Representative and the Company may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First Lien Obligations in compliance with the General Credit Facilities Credit Agreement and the other Secured Credit Documents.

SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.

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SECTION 5.04 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

SECTION 5.05 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 5.06 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 5.07 Governing Law; Jurisdiction; Consent to Service of Process.

(a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

SECTION 5.08 Submission To Jurisdiction Waivers. Each Authorized Representative, on behalf of itself and the First Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in the County of New York, Borough of Manhattan, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and agrees not to commence or support any such legal action or proceeding in any other jurisdiction;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in Section 5.01;

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(d) agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to effect service of process in any other manner permitted by law; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, indirect, exemplary, punitive or consequential damages.

SECTION 5.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 5.10 Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 5.11 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the other Secured Credit Documents or First Lien Security Documents, the provisions of this Agreement shall control.

SECTION 5.12 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties in relation to one another. None of the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement, and none of the Company or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09 and Articles V and VI). Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms.

SECTION 5.13 Integration. This Agreement represents the agreement of each of the Grantors and the First Lien Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Applicable Authorized Representative, any Authorized Representative or any other First Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein.

SECTION 5.14 Incorporation by Reference. In connection with its execution and acting hereunder, the Initial Additional Authorized Representative is entitled to all rights, benefits, protections, immunities, privileges and indemnities provided to it as [trustee] [agent] under the Initial Additional First Lien Agreements.

ARTICLE VI

Additional First Lien Obligations

SECTION 6.01 Additional First Lien Obligations. The Company may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such

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time, designate additional indebtedness and related obligations that are secured by Liens on any assets of the Grantors that would constitute Shared Collateral as Additional First Lien Obligations by delivering to the Applicable Authorized Representative for the benefit of the First Lien Secured Parties a certificate of an authorized officer of each Company:

(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations and the initial aggregate principal amount or face amount thereof as of the date of such certificate;

(b) setting forth the Additional First Lien Agreements under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Agreements as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Authorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an authorized officer of each Company;

(c) identifying the Person that serves as the Additional Authorized Representative;

(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document in effect at such time; and

(e) attaching a fully completed Joinder Agreement executed and delivered by the Additional Authorized Representative.

Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

CITIBANK, N.A.,
as General Credit Facilities Collateral Agent and Authorized Representative for the General Credit Facilities Secured Parties
By:
	Name:
	Title:

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SIGNATURE PAGE TO FIRST LIEN INTERCREDITOR AGREEMENT

[—],
as Initial Additional Authorized Representative
By:
	Name:
	Title:

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SIGNATURE PAGE TO FIRST LIEN INTERCREDITOR AGREEMENT

CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:
CBS OUTDOOR GROUP LLC
By:
	Name:
	Title:
OUTDOOR INC.
By:
	Name:
	Title:

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SIGNATURE PAGE TO FIRST LIEN INTERCREDITOR AGREEMENT

CBS OUTDOOR LLC
By:
	Name:
	Title:
CBS OUTDOOR LA INC.
By:
	Name:
	Title:
CBS OUTERNET INC.
By:
	Name:
	Title:
CBS COLLEGIATE SPORTS PROPERTIES INC.
By:
	Name:
	Title:

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SIGNATURE PAGE TO FIRST LIEN INTERCREDITOR AGREEMENT

EXHIBIT A

[FORM OF] JOINDER AGREEMENT NO. [—] dated as of [—], 20[—] (the “Joinder Agreement”) to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of [—] (the “Intercreditor Agreement”), among CBS OUTDOOR AMERICAS CAPITAL LLC, a Delaware limited liability company, as a Grantor (as defined therein), CBS OUTDOOR AMERICAS CAPITAL CORPORATION, a Delaware corporation, as a Grantor, CBS OUTDOOR AMERICAS INC., as a Grantor, the other Grantors party hereto, CITIBANK, N.A., as the General Credit Facilities Collateral Agent and as Authorized Representative for the General Credit Facilities Secured Parties, [—], as the Initial Additional Authorized Representative, and each ADDITIONAL AUTHORIZED REPRESENTATIVE from time to time party thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

B. The Company or one or more subsidiaries thereof proposes to issue or incur Additional First Lien Obligations and the Person identified in the signature pages hereto as the “Additional Authorized Representative” (the “Additional Authorized Representative”) will serve as the collateral agent, collateral trustee or a similar representative for the Additional First Lien Secured Parties. The Additional First Lien Obligations are being designated as such by the Company in accordance with Article VI of the First Lien Intercreditor Agreement.

C. The Additional Authorized Representative wishes to become a party to the First Lien Intercreditor Agreement and to acquire and undertake, for itself and on behalf of the Additional First Lien Secured Parties, the rights and obligations of an “Additional Authorized Representative” thereunder. The Additional Authorized Representative is entering into this Joinder Agreement in accordance with the provisions of the First Lien Intercreditor Agreement in order to become an Additional Authorized Representative thereunder.

Accordingly, the Additional Authorized Representative and the Company agree as follows, for the benefit of the Additional Authorized Representative, the Company and each other party to the First Lien Intercreditor Agreement:

SECTION 1. Accession to the Intercreditor Agreement. The Additional Authorized Representative (a) hereby accedes and becomes a party to the First Lien Intercreditor Agreement as an Additional Authorized Representative for the Additional First Lien Secured Parties from time to time in respect of the Additional First Lien Obligations, (b) agrees, for itself and on behalf of the Additional First Lien Secured Parties from time to time in respect of the Additional First Lien Obligations, to all the terms and provisions of the First Lien Intercreditor Agreement and (c) shall have all the rights and obligations of an Additional Authorized Representative under the First Lien Intercreditor Agreement.

SECTION 2. Representations, Warranties and Acknowledgement of the Additional Authorized Representative. The Additional Authorized Representative represents and warrants to the Authorized Representatives and the other parties to the First Lien Intercreditor Agreement

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that (a) it has full power and authority to enter into this Joinder Agreement, in its capacity as the Additional Authorized Representative, (b) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Joinder Agreement and (c) the Additional First Lien Agreements relating to such Additional First Lien Obligations provide that, upon the Additional Authorized Representative’s entry into this Joinder Agreement, the secured parties in respect of such Additional First Lien Obligations will be subject to and bound by the provisions of the First Lien Intercreditor Agreement as Additional First Lien Secured Parties.

SECTION 3. Counterparts. This Joinder Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement shall become effective when each Authorized Representative shall have received a counterpart of this Joinder Agreement that bears the signature of the Additional Authorized Representative. Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

SECTION 4. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the First Lien Intercreditor Agreement.

SECTION 5. Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

SECTION 6. Severability. Any provision of this Joinder Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or of the First Lien Intercreditor Agreement; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor Agreement. All communications and notices hereunder to the Additional Authorized Representative shall be given to it at the address set forth under its signature hereto, which information supplements Section 5.01 of the First Lien Intercreditor Agreement.

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IN WITNESS WHEREOF, the Additional Authorized Representative has duly executed this Joinder Agreement to the First Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF ADDITIONAL AUTHORIZED REPRESENTATIVE], as ADDITIONAL AUTHORIZED REPRESENTATIVE for the ADDITIONAL FIRST LIEN SECURED PARTIES

By:

Name:

Title:

Address for notices:

attention of:

Telecopy:

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Acknowledged by:
CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:
CBS OUTDOOR GROUP LLC
By:
	Name:
	Title:
OUTDOOR INC.
By:
	Name:
	Title:
CBS OUTDOOR LLC
By:
	Name:
	Title:

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CBS OUTDOOR LA INC.
By:
	Name:
	Title:
CBS OUTERNET INC.
By:
	Name:
	Title:
CBS COLLEGIATE SPORTS PROPERTIES INC.
By:
	Name:
	Title:

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EXHIBIT I-2

[FORM OF]

SECOND LIEN INTERCREDITOR AGREEMENT

among

CBS OUTDOOR AMERICAS CAPITAL LLC

and CBS OUTDOOR AMERICAS CAPITAL CORPORATION,

as Borrowers,

CBS OUTDOOR AMERICAS INC. AND THE OTHER

GUARANTORS PARTY HERETO FROM TIME TO TIME

CITIBANK, N.A.,

as Senior Representative for the General Credit Facilities Secured Parties,

[—],

as the Initial Additional Second Priority Representative,

and

each additional Representative from time to time party hereto

dated as of [—], 20[—]

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SECOND LIEN INTERCREDITOR AGREEMENT dated as of [—], 201[—] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among CBS OUTDOOR AMERICAS CAPITAL LLC, a Delaware limited liability company, CBS OUTDOOR AMERICAS CAPITAL CORPORATION, a Delaware corporation (together with CBS OUTDOOR AMERICAS CAPITAL LLC, the “Borrowers”), CBS OUTDOOR AMERICAS INC., as a Maryland corporation (“Parent”), as a Grantor (as defined below), the other Grantors from time to time party hereto, CITIBANK, N.A., as Senior Representative for the General Credit Facilities Secured Parties (in such capacity, the “Administrative Agent”), [—],as Representative for the Initial Second Priority Debt Parties (in such capacity and together with its successors in such capacity, the “Initial Second Priority Representative”), [[—], as Representative for the Additional Senior Debt Parties under the [describe applicable Additional Senior Debt Facility]], and each additional Second Priority Representative and Senior Representative that from time to time becomes a party hereto pursuant to Section 8.9.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Administrative Agent (for itself and on behalf of the General Credit Facilities Secured Parties), the Initial Second Priority Representative (for itself and on behalf of the Initial Second Priority Debt Parties) and each additional Senior Representative (for itself and on behalf of the Additional Senior Debt Parties under the applicable Additional Senior Debt Facility) and each additional Second Priority Representative (for itself and on behalf of the Second Priority Debt Parties under the applicable Second Priority Debt Facility) agree as follows:

1.

Definitions

1.1. Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Credit Agreement or, if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below:

“Additional Senior Debt” means any Indebtedness that is issued, borrowed or guaranteed by the Borrowers, and/or any Grantor (other than Indebtedness constituting Credit Agreement Obligations) which Indebtedness and Guarantees are secured by the Senior Collateral (or a portion thereof) on a pari passu basis (but without regard to control of remedies) with the Credit Agreement Obligations; provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each then effective Senior Debt Document and Second Priority Debt Document and (ii) the Senior Representative for the holders of such Indebtedness shall have (A) executed and delivered this Agreement as of the date hereof or become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.9 hereof and (B) become a party to the First Lien Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Article VI thereof. Additional Senior Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Grantors issued in exchange therefor.

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“Additional Senior Debt Documents” means, with respect to any series, issue or class of Additional Senior Debt, the promissory notes, indentures, the Senior Collateral Documents or other operative agreements evidencing or governing such Indebtedness.

“Additional Senior Debt Facility” means each indenture, credit agreement or other governing agreement with respect to any Additional Senior Debt.

“Additional Senior Debt Obligations” means, with respect to any series, issue or class of Additional Senior Debt, all amounts owing pursuant to the terms of such Additional Senior Debt, including, without limitation, the obligation (including guarantee obligations) to pay principal, interest (including interest, fees and expenses that accrue after the commencement of a Bankruptcy Case, regardless of whether such interest is an allowed claim under such Bankruptcy Case), letter of credit commissions, reimbursement obligations, charges, expenses, fees, attorneys costs, indemnities and other amounts payable by a Grantor under any Additional Senior Debt Document.

“Additional Senior Debt Parties” means, with respect to any series, issue or class of Additional Senior Debt, the holders of such Indebtedness, the Senior Representative with respect thereto, any trustee or agent therefor under any related Additional Senior Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Borrowers or any other Grantor under any related Additional Senior Debt Documents.

“Administrative Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement and shall include any successor Administrative Agent.

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Bankruptcy Case” means a case under the Bankruptcy Code or any other Bankruptcy Law.

“Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Borrowers” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Class Debt” has the meaning assigned to such term in Section 8.9.

“Class Debt Parties” has the meaning assigned to such term in Section 8.9.

“Class Debt Representatives” has the meaning assigned to such term in Section 8.9.

“Collateral” means the Senior Collateral and the Second Priority Collateral.

“Collateral Documents” means the Senior Collateral Documents and the Second Priority Collateral Documents.

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“Credit Agreement” means that certain Credit Agreement, dated as of January 31, 2014, among the Borrowers, the lenders from time to time party thereto, the Administrative Agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented, Refinanced or otherwise modified from time to time.

“Credit Agreement Loan Documents” means the Credit Agreement and the other “Loan Documents” as defined in the Credit Agreement.

“Credit Agreement Obligations” means the “Obligations” as defined in the Credit Agreement.

“Debt Facility” means any Senior Facility and any Second Priority Debt Facility.

“Designated Second Priority Representative” means (i) the Initial Second Priority Representative, until such time as the Second Priority Debt Facility under the Initial Second Priority Debt Documents ceases to be the only Second Priority Debt Facility under this Agreement and (ii) thereafter, the Second Priority Representative designated from time to time by the Second Priority Majority Representatives, in a notice to the Designated Senior Representative and the Borrowers hereunder, as the “Designated Second Priority Representative” for purposes hereof.

“Designated Senior Representative” means (i) if at any time there is only one Senior Representative for a Senior Facility with respect to which the Discharge of Senior Obligations has not occurred, such Senior Representative and (ii) at any time when clause (i) does not apply, the Applicable Authorized Representative (as defined in the First Lien Intercreditor Agreement) at such time.

“DIP Financing” has the meaning assigned to such term in Section 6.1.

“Discharge” means, with respect to any Shared Collateral and any Debt Facility, the date on which such Debt Facility and the Senior Obligations or Second Priority Debt Obligations thereunder, as the case may be, are no longer secured by such Shared Collateral pursuant to the terms of the documentation governing such Debt Facility. The term “Discharged” shall have a corresponding meaning.

“Discharge of Credit Agreement Obligations” means, with respect to any Shared Collateral, the Discharge of the Credit Agreement Obligations with respect to such Shared Collateral; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such Credit Agreement Obligations with an Additional Senior Debt Facility secured by such Shared Collateral under one or more Additional Senior Debt Documents which has been designated in writing by the Administrative Agent (under the Credit Agreement so Refinanced) to the Designated Senior Representative as the “Credit Agreement” for purposes of this Agreement.

“Discharge of Senior Obligations” means the date on which the Discharge of Credit Agreement Obligations and the Discharge of each Additional Senior Debt Facility has occurred.

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“Enforcement Second Priority Representative” means the Second Priority Representative of the series of Second Priority Debt that constitutes the largest outstanding principal amount of any then outstanding series of Second Priority Debt with respect which a Second Priority Enforcement Date has occurred; provided, however, that if there are two such series of Second Priority Debt which have an equal outstanding principal amount, the series of Second Priority Debt with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition.

“First Lien Intercreditor Agreement” has the meaning assigned to the term “Intercreditor Agreement” in the Credit Agreement.

“General Credit Facilities Secured Parties” means the “Secured Parties” as defined in the Credit Agreement.

“Grantors” means Parent, the Borrowers and each Subsidiary or direct or indirect parent company of each Borrower which has granted a security interest pursuant to any Collateral Document to secure any Secured Obligations. The Grantors existing on the date hereof are set forth in Annex I hereto.

“Initial Second Priority Debt” means the Second Priority Debt incurred pursuant to the Initial Second Priority Debt Documents.

“Initial Second Priority Debt Documents” means that certain Indenture dated as of [—], 201[—], among the Borrowers, [the guarantors identified therein,] [—], as [trustee], and [—], as [paying agent, registrar and transfer agent]] and any notes, security documents and other operative agreements evidencing or governing such Indebtedness, including any agreement entered into for the purpose of securing the Initial Second Priority Debt Obligations.

“Initial Second Priority Debt Obligations” means the Second Priority Debt Obligations arising pursuant to the Initial Second Priority Debt Documents.

“Initial Second Priority Debt Parties” means the holders of any Initial Second Priority Debt Obligations and the Initial Second Priority Representative.

“Initial Second Priority Representative” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Insolvency or Liquidation Proceeding” means:

(1) any case commenced by or against the Borrowers or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshaling of the assets or liabilities of each Borrower or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Borrowers or any other Grantor or any similar case or proceeding relative to the Borrowers or any other Grantor or its creditors, as such, in each case whether or not voluntary;

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(2) any liquidation, dissolution, marshaling of assets or liabilities or other winding up of or relating to the Borrowers or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Borrowers or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Intellectual Property” has the meaning assigned to such term in the Security Agreement.

“Joinder Agreement” means a supplement to this Agreement in substantially the form of Annex III or Annex IV hereof.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Officer’s Certificate” means a certificate of an authorized officer of each Borrower.

“Parent” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Pledged or Controlled Collateral” has the meaning assigned to such term in Section 5.5.1.

“Proceeds” means the proceeds of any sale, collection or other liquidation of Shared Collateral and any payment or distribution made in respect of Shared Collateral in a Bankruptcy Case and any amounts received by any Senior Representative or any Senior Secured Party from a Second Priority Debt Party in respect of Shared Collateral pursuant to this Agreement.

“Purchase Event” has the meaning assigned to such term in Section 5.7.

“Recovery” has the meaning assigned to such term in Section 6.4.

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“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter into one or more alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings.

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Replacement Senior Obligations” has the meaning assigned to such term in Section 8.10.

“Representatives” means the Senior Representatives and the Second Priority Representatives.

“SEC” means the United States Securities and Exchange Commission and any successor agency thereto.

“Second Priority Class Debt” has the meaning assigned to such term in Section 8.9.

“Second Priority Class Debt Parties” has the meaning assigned to such term in Section 8.9.

“Second Priority Class Debt Representative” has the meaning assigned to such term in Section 8.9.

“Second Priority Collateral” means any “Collateral” (or similar term) as defined in any Second Priority Debt Document or any other assets of the Borrowers or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second Priority Collateral Document as security for any Second Priority Debt Obligation.

“Second Priority Collateral Documents” means the Initial Second Priority Collateral Documents and each of the collateral agreements, security agreements and other instruments and documents executed and delivered by the Borrowers or any other Grantor for purposes of providing collateral security for any Second Priority Debt Obligation.

“Second Priority Debt” means any Indebtedness that is issued, borrowed or guaranteed by the Borrowers and/or any other Grantor (and not guaranteed by any Subsidiary of Parent that is not a Grantor), including the Initial Second Priority Debt, which Indebtedness and guarantees are secured by the Second Priority Collateral on a pari passu basis (but without regard to control of remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) with any other Second Priority Debt Obligations and the applicable Second Priority Debt Documents which provide that such Indebtedness and guarantees are to be secured by such Second Priority Collateral on a subordinate basis to the Senior Obligations (and which is not

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secured by Liens on any assets of the Borrowers or any other Grantor other than the Second Priority Collateral or which are not included in the Senior Collateral); provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) except in the case of the Initial Second Priority Debt hereunder, the Second Priority Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.9 hereof. Second Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Grantors issued in exchange therefor.

“Second Priority Debt Documents” means, with respect to any series, issue or class of Second Priority Debt, the promissory notes, indentures, the Second Priority Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Initial Second Priority Debt Documents.

“Second Priority Debt Facility” means each indenture, credit agreement or other governing agreement with respect to any Second Priority Debt.

“Second Priority Debt Obligations” means, with respect to any series, issue or class of Second Priority Debt, all amounts owing pursuant to the terms of such Second Priority Debt, including, without limitation, the obligation (including guarantee obligations) to pay principal, interest (including interest, fees and expenses that accrues after the commencement of a Bankruptcy Case, regardless of whether such interest is an allowed claim under such Bankruptcy Case), letter of credit commissions, reimbursement obligations, charges, expenses, fees, attorneys costs, indemnities and other amounts payable by a Grantor under any Second Priority Debt Document.

“Second Priority Debt Parties” means the Initial Second Priority Debt Parties and, with respect to any series, issue or class of Second Priority Debt incurred after the date hereof, the holders of such Indebtedness, the Second Priority Representative with respect thereto, any trustee or agent therefor under any related Second Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Borrowers or any other Grantor under any related Second Priority Debt Documents.

“Second Priority Enforcement Date” means, with respect to any Second Priority Representative, the date which is one hundred and eighty (180) days after the occurrence of both (i) an Event of Default (under and as defined in the Second Priority Debt Document for which such Second Priority Representative is the Second Priority Representative) and (ii) the Designated Senior Representative’s and each other Representative’s receipt of written notice from such Second Priority Representative that (x) an Event of Default (under and as defined in the Second Priority Debt Document for which such Second Priority Representative is the Second Priority Representative) has occurred and is continuing and (y) the Second Priority Debt Obligations of the series with respect to which such Second Priority Representative is the Second Priority Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Second Priority Debt Document; provided that the Second Priority Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Designated Senior Representative has commenced and is diligently pursuing any

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enforcement action with respect to such Shared Collateral or (2) at any time the Grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Second Priority Majority Representatives” means the Second Priority Representatives representing at least a majority of the aggregate amount of Second Priority Debt Obligations then outstanding that agree to vote together or direct or instruct the Designated Second Priority Representative together.

“Second Priority Lien” means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under Second Priority Collateral Documents.

“Second Priority Representative” means (i) in the case of the Initial Second Priority Debt Obligations covered hereby, the Initial Second Priority Representative and (ii) in the case of any Second Priority Debt Facility incurred after the date hereof, the Second Priority Debt Parties thereunder, the trustee, administrative agent, collateral agent, security agent or similar agent under such Second Priority Debt Facility that is named as the Second Priority Representative in respect of such Second Priority Debt Facility in the applicable Joinder Agreement.

“Secured Obligations” means the Senior Obligations and the Second Priority Debt Obligations.

“Secured Parties” means the Senior Secured Parties and the Second Priority Debt Parties.

“Senior Class Debt” has the meaning assigned to such term in Section 8.9.

“Senior Class Debt Parties” has the meaning assigned to such term in Section 8.9.

“Senior Class Debt Representative” has the meaning assigned to such term in Section 8.9.

“Senior Collateral” means any “Collateral” (or similar term) as defined in any Credit Agreement Loan Document, “Collateral” (or similar term) as defined in any other Senior Debt Document or any other assets of the Borrowers or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Senior Collateral Document as security for any Senior Obligations.

“Senior Collateral Documents” means the Security Agreement, the other “Collateral Documents” as defined in the Credit Agreement, the other “Secured Credit Documents” as defined in the First Lien Intercreditor Agreement pursuant to which a Lien on the Senior Collateral is or is purported to be granted and each of the collateral agreements, security agreements and other instruments and documents executed and delivered by the Borrowers or any other Grantor for purposes of providing collateral security for any Senior Obligation.

“Senior Debt Documents” means (a) the Credit Agreement Loan Documents and (b) any Additional Senior Debt Documents.

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“Senior Facilities” means the Credit Agreement and any Additional Senior Debt Facilities.

“Senior Lien” means the Liens on the Senior Collateral in favor of the Senior Secured Parties under the Senior Collateral Documents.

“Senior Obligations” means the Credit Agreement Obligations and any Additional Senior Debt Obligations.

“Senior Representative” means (i) in the case of any Credit Agreement Obligations or the General Credit Facilities Secured Parties, the Administrative Agent and (ii) in the case of any Additional Senior Debt Facility and the Additional Senior Debt Parties thereunder (including with respect to any Additional Senior Debt Facility initially covered hereby on the date of this Agreement), the trustee, administrative agent, collateral agent, security agent or similar agent under such Additional Senior Debt Facility that is named as the Senior Representative in respect of such Additional Senior Debt Facility hereunder or in the applicable Joinder Agreement.

“Senior Secured Parties” means the General Credit Facilities Secured Parties and any Additional Senior Debt Parties.

“Shared Collateral” means, at any time, Collateral in which the holders of Senior Obligations under at least one Senior Facility (or their Senior Representatives) and the holders of Second Priority Debt Obligations under at least one Second Priority Debt Facility (or their Second Priority Representatives) hold a security interest at such time (or, in the case of the Senior Facilities, are deemed pursuant to Article 2 to hold a security interest). If, at any time, any portion of the Senior Collateral under one or more Senior Facilities does not constitute Second Priority Collateral under one or more Second Priority Debt Facilities, then such portion of such Senior Collateral shall constitute Shared Collateral only with respect to the Second Priority Debt Facilities for which it constitutes Second Priority Collateral and shall not constitute Shared Collateral for any Second Priority Debt Facility which does not have a security interest in such Collateral at such time.

“Trustee” has the meaning assigned to such term in Section 8.21.

“Uniform Commercial Code” or “UCC” means, unless otherwise specified, the Uniform Commercial Code as from time to time in effect in the State of New York.

1.2. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein,”

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“hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

2.

Priorities and Agreements with Respect to Shared Collateral

2.1. Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdiction, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

2.2. Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Debt Documents and the Senior Obligations may be amended, supplemented or otherwise modified, and the Senior Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Debt Parties and without affecting the provisions hereof. The Lien priorities provided for in Section 2.1 shall not be altered or

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otherwise affected by any amendment, supplement or other modification, or any Refinancing, of either the Senior Obligations or the Second Priority Debt Obligations, or any portion thereof. As between the Borrowers and the other Grantors and the Second Priority Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of the Borrowers and the Grantors contained in any Second Priority Debt Document with respect to the incurrence of additional Senior Obligations.

2.3. Prohibition on Contesting Liens. Each of the Second Priority Representatives, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Senior Obligations held (or purported to be held) by or on behalf of any Senior Representative or any of the other Senior Secured Parties or other agent or trustee therefor in any Senior Collateral, and each Senior Representative, for itself and on behalf of each Senior Secured Party under its Senior Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Second Priority Debt Obligations held (or purported to be held) by or on behalf of any Second Priority Representative or any of the Second Priority Debt Parties in the Second Priority Collateral. Notwithstanding the foregoing, no provision in this Agreement shall be construed to prevent or impair the rights of any Senior Representative to enforce this Agreement (including the priority of the Liens securing the Senior Obligations as provided in Section 2.1) or any of the Senior Debt Documents.

2.4. No New Liens. Following the date hereof, and with respect to clauses (a) and (b) below, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Grantors, the parties hereto agree that the Grantors shall not, and shall not permit any other Grantor to:

(a) grant or permit any additional Liens on any asset to secure any Second Priority Debt Obligation unless it has granted or concurrently grants Liens on such asset to secure each series of Senior Debt Obligations, which shall be senior to the Lien or Liens securing the Priority Debt Obligations as provided in this Agreement; or

(b) grant or permit any additional Liens on any asset to secure any Senior Debt Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure each series of Second Priority Debt Obligations, which shall be junior to the Lien or Liens securing the Senior Debt Obligations as provided in this Agreement.

To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Representative and/or the other Senior Secured Parties, each Second Priority Representative, on behalf of the applicable Second Lien Priority Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to Section 4.2.

2.5. Perfection of Liens. Except for the limited agreements of the Senior Representatives pursuant to Section 5.5 hereof, none of the Senior Representatives or the Senior

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Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Shared Collateral for the benefit of the Second Priority Representatives or the Second Priority Debt Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior Secured Parties and the Second Priority Debt Parties and shall not impose on the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives, the Second Priority Debt Parties or any agent or trustee therefor any obligations in respect of the disposition of Proceeds of any Shared Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

2.6. Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Senior Debt Documents or Second Priority Debt Documents to the contrary, collateral consisting of cash and cash equivalents pledged to secure Credit Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Administrative Agent pursuant to Section 2.03(g), 2.17 or Article IX of the Credit Agreement (or any equivalent successor provision) shall be applied as specified in the Credit Agreement and will not constitute Shared Collateral.

3.

Enforcement

3.1. Exercise of Remedies.

3.1.1. So long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrowers or any other Grantor, (i) neither any Second Priority Representative nor any Second Priority Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Shared Collateral or any other Senior Collateral by any Senior Representative or any Senior Secured Party in respect of the Senior Obligations, the exercise of any right by any Senior Representative or any Senior Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Senior Representative or any Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies relating to the Shared Collateral under the Senior Debt Documents or otherwise in respect of the Senior Collateral or the Senior Obligations, or (z) object to the forbearance by the Senior Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral in respect of Senior Obligations and (ii) the Senior Representatives and the Senior Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral without any consultation with or the consent of any Second Priority Representative or any Second Priority Debt Party; provided, however, that (A) in any Insolvency or Liquidation

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Proceeding commenced by or against the Borrowers or any other Grantor, any Second Priority Representative may file a claim or statement of interest with respect to the Second Priority Debt Obligations under its Second Priority Debt Facility, (B) any Second Priority Representative may take any action (not adverse to the prior Liens on the Shared Collateral securing the Senior Obligations or the rights of the Senior Representatives or the Senior Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (C) any Second Priority Representative and the Second Priority Debt Parties may exercise their rights and remedies as unsecured creditors, to the extent provided in Section 5.4 and (D) from and after a Second Priority Enforcement Date, the Enforcement Second Priority Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. In exercising rights and remedies with respect to the Senior Collateral, the Senior Representatives and the Senior Secured Parties may enforce the provisions of the Senior Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

3.1.2. So long as the Discharge of Senior Obligations has not occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Shared Collateral or any Proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Shared Collateral in respect of Second Priority Debt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1.1, the sole right of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Second Priority Debt Obligations pursuant to the Second Priority Debt Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Obligations has occurred.

3.1.3. Subject to the proviso in clause (ii) of Section 3.1.1, (i) each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that neither such Second Priority Representative nor any such Second Priority Debt Party will take any action that would hinder any exercise of remedies undertaken by any Senior Representative or any Senior Secured Party with respect to the Shared Collateral under the Senior Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under

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its Second Priority Debt Facility, hereby waives any and all rights it or any such Second Priority Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Senior Representatives or the Senior Secured Parties seek to enforce or collect the Senior Obligations or the Liens granted on any of the Senior Collateral, regardless of whether any action or failure to act by or on behalf of any Senior Representative or any other Senior Secured Party is adverse to the interests of the Second Priority Debt Parties.

3.1.4. Each Second Priority Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Senior Representatives or the Senior Secured Parties with respect to the Senior Collateral as set forth in this Agreement and the Senior Debt Documents.

3.1.5. Until the Discharge of Senior Obligations, subject to Section 3.1.1, the Designated Senior Representative shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Second Priority Representative who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Priority Representative who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, however, that nothing in this Section 3.1.5 shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Debt Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Debt Parties or the Second Priority Debt Obligations.

3.2. Cooperation. Subject to the proviso in clause (ii) of Section 3.1.1, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, unless and until the Discharge of Senior Obligations has occurred, it will not commence, or join with any Person (other than the Senior Secured Parties and the Senior Representatives upon the request of the Designated Senior Representative) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Shared Collateral under any of the Second Priority Debt Documents or otherwise in respect of the Second Priority Debt Obligations.

3.3. Actions upon Breach. Should any Second Priority Representative or any Second Priority Debt Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any Senior Representative or other Senior Secured Party (in its or their own name or in the name of the Borrowers or any other Grantor) or the Borrowers may obtain relief against

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such Second Priority Representative or such Second Priority Debt Party by injunction, specific performance or other appropriate equitable relief. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby (i) agrees that the Senior Secured Parties’ damages from the actions of the Second Priority Representatives or any Second Priority Debt Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Borrowers, any other Grantor or the Senior Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any Senior Representative or any other Senior Secured Party.

4.

Payments

4.1. Application of Proceeds. So long as the Discharge of Senior Obligations has not occurred and regardless of whether an Insolvency or Liquidation Proceeding has commenced, the Shared Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Designated Senior Representative to the Senior Obligations in such order as specified in the relevant Senior Debt Documents (including the First Lien Intercreditor Agreement) until the Discharge of Senior Obligations has occurred. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations in such order as specified in the relevant Second Priority Debt Documents.

4.2. Payments Over. So long as the Discharge of Senior Obligations has not occurred, any Shared Collateral or Proceeds thereof received by any Second Priority Representative or any Second Priority Debt Party in connection with the exercise of any right or remedy (including setoff) relating to the Shared Collateral shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Senior Representative for the benefit of the Senior Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Senior Representative is hereby authorized to make any such endorsements as agent for each of the Second Priority Representatives or any such Second Priority Debt Party. This authorization is coupled with an interest and is irrevocable.

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5.

Other Agreements

5.1. Releases.

5.1.1. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any Subsidiary of Parent) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Second Priority Representative of a notice from Parent stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrowers or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Borrowers’ or the other Grantor’s sole cost and expense, such instruments and take such further actions as the Borrowers or such Grantor may reasonably request to evidence such termination and release of the Liens. Nothing in this Section 5.1.1 will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents.

5.1.2. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.1.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.1.1, including any termination statements, endorsements or other instruments of transfer or release.

5.1.3. Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.1.3 shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement.

5.1.4. Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared

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Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

5.2. Insurance and Condemnation Awards. Unless and until the Discharge of Senior Obligations has occurred, the Designated Senior Representative and the Senior Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the Senior Debt Documents, (a) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor, (b) to adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder and (c) to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. Unless and until the Discharge of Senior Obligations has occurred, all proceeds of any such policy and any such award, if in respect of the Shared Collateral, shall be paid (i) first, prior to the occurrence of the Discharge of Senior Obligations, to the Designated Senior Representative for the benefit of Senior Secured Parties pursuant to the terms of the Senior Debt Documents, (ii) second, after the occurrence of the Discharge of Senior Obligations, to the Designated Second Priority Representative for the benefit of the Second Priority Debt Parties pursuant to the terms of the applicable Second Priority Debt Documents and (iii) third, if no Second Priority Debt Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If any Second Priority Representative or any Second Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Designated Senior Representative in accordance with the terms of Section 4.2.

5.3. Amendments to Second Priority Collateral Documents.

5.3.1. Except to the extent not prohibited by any Senior Debt Document, no Second Priority Debt Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement without the consent of each Senior Representative. The Borrowers agree to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Debt Documents and (ii) any new Second Priority Debt

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Documents, in each case promptly after effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative):

“Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to (a) Citibank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement, dated as of January 31, 2014 among the Borrowers, the lenders from time to time party thereto, Citibank, N.A., as administrative agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (b) [—], as trustee and collateral agent, pursuant to or in connection with the Indenture, dated as of [—], 20[—] among the Borrowers, as issuers, [—], as trustee and collateral agent and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [—], 201[—] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Citibank, N.A., as Administrative Agent (as defined therein), [—] and the Grantors party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

5.3.2. In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrowers or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver, consent or replacement shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Debt Party and without any action by any Second Priority Representative, the Borrowers or any other Grantor; provided, however, that written notice of such amendment, waiver, consent or replacement shall have been given to each Second Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver, consent or replacement (provided that the failure to deliver such notice within such period shall not affect the effectiveness of such amendment, waiver, consent or replacement).

5.4. Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Borrowers and any other Grantor

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in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

5.5. Gratuitous Bailee for Perfection.

5.5.1. Each Senior Representative acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Obligations on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control of such Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the applicable Senior Representative shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.5.

5.5.2. In the event that any Senior Representative (or its agents or bailees) has Lien filings against Intellectual Property that is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such Senior Representative agrees to hold such Liens as sub-agent and gratuitous bailee for the relevant Second Priority Representatives and any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant Second Priority Collateral Documents, subject to the terms and conditions of this Section 5.5.

5.5.3. Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement.

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5.5.4. The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.5. The duties or responsibilities of the Senior Representatives under this Section 5.5 shall be limited solely to holding or controlling the Shared Collateral and the related Liens referred to in Sections 5.5.1 and 5.5.2 as sub-agent and gratuitous bailee for the relevant Second Priority Representative for purposes of perfecting the Lien held by such Second Priority Representative.

5.5.5. The Senior Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in respect of any Second Priority Representative or any Second Priority Debt Party, and each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.5 as sub-agents and gratuitous bailees with respect to the Shared Collateral.

5.5.6. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Priority Representative is entitled to approve any awards granted in such proceeding. The Borrowers and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby, and the Borrowers and the other Grantors shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct, gross negligence or bad faith. The Senior Representatives have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Debt Party in contravention of this Agreement.

5.5.7. None of the Senior Representatives nor any of the other Senior Secured Parties shall be required to marshal any present or future collateral security for any obligations of the Borrowers or any Subsidiary of Parent to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

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5.6. When Discharge of Senior Obligations Deemed To Not Have Occurred. If, at any time concurrently with or after the Discharge of Senior Obligations has occurred, the Borrowers or any Subsidiary of Parent enter into any Refinancing of any Senior Obligations, then such Discharge of Senior Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Obligations) and the applicable agreement governing such Senior Obligations shall automatically be treated as a Senior Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and the agent, representative or trustee for the holders of such Senior Obligations shall be the Senior Representative for all purposes of this Agreement. Upon receipt of notice of such incurrence (including the identity of the new Senior Representative), each Second Priority Representative (including the Designated Second Priority Representative) shall promptly (a) enter into such documents and agreements, including amendments or supplements to this Agreement, as the Borrowers or such new Senior Representative shall reasonably request in writing in order to provide the new Senior Representative the rights of a Senior Representative contemplated hereby, (b) deliver to such Senior Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Second Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the new Senior Representative is entitled to approve any awards granted in such proceeding.

5.7. Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties remedies, the Senior Secured Parties agree that following (a) acceleration of the Senior Obligations in accordance with the terms of any Senior Debt Document, (b) a payment default under any Senior Debt Document that has not been cured or waived by the Senior Secured Parties within sixty (60) days of the occurrence thereof or (c) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any accrued and unpaid interest and fees, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each Senior Representative, each Second Priority Representative and the Borrowers. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.7 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

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6.

Insolvency or Liquidation Proceedings.

6.1. Financing Issues. Until the Discharge of Senior Obligations has occurred, if the Borrowers or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or any Senior Secured Party shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to the Borrowers’ or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will raise no (a) objection to and will not otherwise contest such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent permitted by the proviso in clause (ii) of Section 3.1.1 and Section 6.3, will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (c) objection to (and will not otherwise contest) any exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

6.2. Relief from the Automatic Stay. Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any action in derogation thereof, in each case in respect of any Shared Collateral, without the prior written consent of the Designated Senior Representative.

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6.3. Adequate Protection. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any Senior Representative’s or Senior Secured Party’s claiming a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.3 or in Section 6.1, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing all Senior Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and (B) superpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, (ii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior

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Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second Priority Debt Parties.

6.4. Preference Issues. If any Senior Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of Parent, any Borrower or any other Grantor (or any trustee, receiver or similar Person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then the Senior Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Senior Secured Parties shall be entitled to the benefits of this Agreement until a Discharge of Senior Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

6.5. Separate Grants of Security and Separate Classifications. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Collateral Documents and the Second Priority Collateral Documents constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared Collateral, the Second Priority Debt Obligations are fundamentally different from the Senior Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that any claims of the Senior Secured Parties and the Second Priority Debt Parties in respect of the Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Shared Collateral (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Debt Parties), the Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest (whether or not allowed or allowable) before any distribution is made in respect of the Second Priority Debt Obligations, with each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby acknowledging and agreeing to turn over to the Designated Senior Representative amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Debt Parties.

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6.6. No Waivers of Rights of Senior Secured Parties. Nothing contained herein shall, except as expressly provided herein, prohibit or in any way limit any Senior Representative or any other Senior Secured Party from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second Priority Debt Party, including the seeking by any Second Priority Debt Party of adequate protection or the assertion by any Second Priority Debt Party of any of its rights and remedies under the Second Priority Debt Documents or otherwise.

6.7. Application. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, shall be effective before, during and after the commencement of any Insolvency or Liquidation Proceeding. The relative rights as to the Shared Collateral and proceeds thereof shall continue after the commencement of any Insolvency or Liquidation Proceeding on the same basis as prior to the date of the petition therefor, subject to any court order approving the financing of, or use of cash collateral by, any Grantor. All references herein to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor.

6.8. Other Matters. To the extent that any Second Priority Representative or any Second Priority Debt Party has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to any of the Shared Collateral, such Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, or such Second Priority Debt Party agrees not to assert any such rights without the prior written consent of each Senior Representative, provided that if requested by any Senior Representative, such Second Priority Representative shall timely exercise such rights in the manner requested by the Senior Representatives (acting unanimously), including any rights to payments in respect of such rights.

6.9. 506(c) Claims. Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

6.10. Reorganization Securities. (a) If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of both the Senior Obligations and the Second Priority Debt Obligations, then, to the extent the debt obligations distributed on account of the Senior Obligations and on account of the Second Priority Debt Obligations are secured by Liens upon the same assets, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

(b) Each Second Priority Debt Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly

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support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement, other than with the prior written consent of the Designated Senior Representative or to the extent any such plan is proposed or supported by the number of Senior Secured Parties required under Section 1126(d) of the Bankruptcy Code.

6.11. Section 1111(b) of the Bankruptcy Code. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall not object to, oppose, support any objection, or take any other action to impede, the right of any Senior Secured Party to make an election under Section 1111(b)(2) of the Bankruptcy Code. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, waives any claim it may hereafter have against any senior claimholder arising out of the election by any Senior Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code.

7.

Reliance; Etc.

7.1. Reliance. All loans and other extensions of credit made or deemed made on and after the date hereof by the Senior Secured Parties to Parent or any of its Subsidiaries shall be deemed to have been given and made in reliance upon this Agreement. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges that it and such Second Priority Debt Parties have, independently and without reliance on any Senior Representative or other Senior Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Second Priority Debt Documents to which they are party or by which they are bound, this Agreement and the transactions contemplated hereby and thereby, and they will continue to make their own credit decisions in taking or not taking any action under the Second Priority Debt Documents or this Agreement.

7.2. No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with Parent or any of its Subsidiaries (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with.

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Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

7.3. Obligations Unconditional. All rights, interests, agreements and obligations of the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Senior Debt Document or any Second Priority Debt Document;

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Obligations or Second Priority Debt Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the Credit Agreement or any other Senior Debt Document or of the terms of any Second Priority Debt Document;

(c) any exchange of any security interest in any Shared Collateral or any other collateral or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Obligations or Second Priority Debt Obligations or any guarantee thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of Parent or any other Grantor; or

(e) any other circumstances that otherwise might constitute a defense available to (i) the Borrowers or any other Grantor in respect of the Senior Obligations (other than the Discharge of Senior Obligations subject to Sections 5.6 and 6.4) or (ii) any Second Priority Representative or Second Priority Debt Party in respect of this Agreement.

8.

Miscellaneous

8.1. Conflicts. Subject to Section 8.22, in the event of any conflict between the provisions of this Agreement and the provisions of any Senior Debt Document or any Second Priority Debt Document, the provisions of this Agreement shall govern. Notwithstanding the foregoing, the relative rights and obligations of the Administrative Agent, the Senior Representatives and the Senior Secured Parties (as amongst themselves) with respect to any Senior Collateral shall be governed by the terms of the First Lien Intercreditor Agreement and in the event of any conflict between the First Lien Intercreditor Agreement and this Agreement, the provisions of the First Lien Intercreditor Agreement shall control.

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8.2. Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of Parent or any of its Subsidiaries constituting Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

8.3. Amendments; Waivers. No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 8.3.2, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

8.3.1. This Agreement may be amended in writing signed by each Representative (in each case, acting in accordance with the documents governing the applicable Debt Facility); provided that any such amendment, supplement or waiver which by the terms of this Agreement requires the Borrowers’ consent or which increases the obligations or reduces the rights of, or otherwise materially adversely affects, the Borrowers or any other Grantor, shall require the consent of the Borrowers. Any such amendment, supplement or waiver shall be in writing and shall be binding upon the Senior Secured Parties and the Second Priority Debt Parties and their respective successors and assigns.

8.3.2. Notwithstanding the foregoing, without the consent of any Secured Party (and with respect to any amendment or modification which by the terms of this Agreement requires the Borrowers’ consent or which increases the obligations or reduces the rights of the Borrowers or any other Grantor, with the consent of the Borrowers), any Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 8.9 of this Agreement and upon such execution and delivery, such Representative and the Secured Parties and Senior Obligations or Second Priority Debt Obligations of the Debt Facility for which such Representative is acting shall be subject to the terms hereof.

8.4. Information Concerning Financial Condition of Parent and the Subsidiaries. The Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the

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Second Priority Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of Parent and its Subsidiaries and all endorsers or guarantors of the Senior Obligations or the Second Priority Debt Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Senior Obligations or the Second Priority Debt Obligations. The Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any Senior Representative, any Senior Secured Party, any Second Priority Representative or any Second Priority Debt Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation to (i) make, and the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) provide any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5. Subrogation. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior Obligations has occurred.

8.6. Application of Payments. Except as otherwise provided herein, all payments received by the Senior Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the Senior Obligations as the Senior Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of the Senior Debt Documents. Except as otherwise provided herein, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, assents to any such extension or postponement of the time of payment of the Senior Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the Senior Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

8.7. Additional Grantors. The Borrowers and Parent agree that, if any Subsidiary of Parent shall become a Grantor after the date hereof, they will promptly cause such Subsidiary to become party hereto by executing and delivering an instrument in the form of Annex II. Upon such execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will be acknowledged by the Designated Second Priority Representative and the Designated Senior Representative. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

8.8. [RESERVED].

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8.9. Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then effective Senior Debt Documents and Second Priority Debt Documents, the Borrowers may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in Sections 8.9.1 and 8.9.2, as applicable. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in Sections 8.9.1 and 8.9.2, as applicable. In order for a Class Debt Representative to become a party to this Agreement:

8.9.1. such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III (if such Representative is a Second Priority Class Debt Representative) or Annex IV (if such Representative is a Senior Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Representative and such Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative constitutes Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound hereby as Additional Senior Debt Parties or Second Priority Debt Parties, as applicable;

8.9.2. the Borrowers (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate identifying the obligations to be designated as Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in the case of Second Priority Debt Obligations, on a junior basis under each of the Second Priority Debt Documents and (b) if requested, shall have delivered true and complete copies of each of the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by an authorized officer of each Borrower; and

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8.9.3. the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Debt.

8.10. Refinancings. The Senior Obligations and the Second Priority Debt may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Senior Debt Document or any Second Priority Debt Document) of any Senior Representative or any Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof. The Second Priority Representative hereby agrees that at the request of the Borrowers in connection with refinancing or replacement of Senior Obligations (“Replacement Senior Obligations”) it will enter into an agreement in form and substance reasonably acceptable to the Second Priority Representative with the agent for the Replacement Senior Obligations containing terms and conditions substantially similar to the terms and conditions of this Agreement.

8.11. Consent to Jurisdiction; Waivers. Each Representative, on behalf of itself and the Secured Parties of the Debt Facility for which it is acting, irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents and agrees that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Representative) at the address referred to in Section 8.12;

(d) agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any other manner permitted by law; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.11 any special, exemplary, punitive or consequential damages.

8.12. Notices. All notices, requests, demands and other communications provided for or permitted hereunder shall be in writing and shall be sent:

(a) if to the Borrowers or any other Grantor, to Parent, at its address at: 405 Lexington Avenue, New York, NY 10174, Attention of [—], electronic mail [—];

(b) if to the Initial Second Priority Representative to it at: [—], Attention of [—], telecopy [—];

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(c) if to the Administrative Agent, to it at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention of [—], (Fax No.: [—]) (e-mail: [—]), with a copy];

(d) if to any other Senior Representative a party hereto on the date hereof, to it at: [—], Attention of [—], telecopy [—]; and

(e) if to any other Representative, to it at the address specified by it in the Joinder Agreement delivered by it pursuant to Section 8.9.

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and, may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth above or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

8.13. Further Assurances. Each Senior Representative, on behalf of itself and each Senior Secured Party under the Senior Facility for which it is acting, each Second Priority Representative, on behalf of itself, and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of, and the Lien priorities contemplated by, this Agreement.

8.14. GOVERNING LAW; WAIVER OF JURY TRIAL.

(A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(B) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.15. Binding on Successors and Assigns. This Agreement shall be binding upon the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives, the Second Priority Debt Parties, the Borrower, the other Grantors party hereto and their respective successors and assigns.

8.16. Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

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8.17. Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile or other electronic method, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

8.18. Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The Administrative Agent represents and warrants that this Agreement is binding upon the General Credit Facilities Secured Parties. The Initial Second Priority Representative represents and warrants that this Agreement is binding upon the Initial Second Priority Debt Parties.

8.19. No Third Party Beneficiaries; Successors and Assigns. The lien priorities set forth in this Agreement and the rights and benefits hereunder in respect of such lien priorities shall inure solely to the benefit of the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties, and their respective permitted successors and assigns, and no other Person (including the Grantors, or any trustee, receiver, debtor in possession or bankruptcy estate in a bankruptcy or like proceeding) shall have or be entitled to assert such rights.

8.20. Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto.

8.21. Administrative Agent and Representative. It is understood and agreed that the Administrative Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the Credit Agreement and the provisions of Article IX of the Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Administrative Agent hereunder.

8.22. Relative Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Section 5.1.1, 5.1.4 or 5.3.2), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the Credit Agreement, any other Senior Debt Document or any Second Priority Debt Documents, (b) change the relative priorities of the Senior Obligations or the Liens granted under the Senior Collateral Documents on the Shared Collateral (or any other assets) as among the Senior Secured Parties, (c) otherwise change the relative rights of the Senior Secured Parties in respect of the Shared Collateral as among such Senior Secured Parties or (d) obligate the Borrowers or any other Grantor to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, the Credit Agreement or any other Senior Debt Document or any Second Priority Debt Document.

8.23. Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

CITIBANK, N.A.,
as Administrative Agent
By:
	Name:
	Title:
[—], as [—] for the holders of [applicable Additional Senior Debt Facility]
By:
Name:
Title:
[—], as Initial Additional Authorized Representative
By:
	Name:
	Title:

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CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
	Name:
	Title:
		CBS OUTDOOR GROUP LLC
		By:
			Name:
			Title:
		OUTDOOR INC.
		By:
			Name:
			Title:

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CBS OUTDOOR LLC
By:
	Name:
	Title:
CBS OUTDOOR LA INC.
By:
	Name:
	Title:
CBS OUTERNET INC.
By:
	Name:
	Title:
CBS COLLEGIATE SPORTS PROPERTIES INC.
By:
	Name:
	Title:

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ANNEX I

SUPPLEMENT NO. [—] dated as of [—], 20[—] (this “Supplement”), to the SECOND LIEN INTERCREDITOR AGREEMENT dated as of [—], 201[—] (the “Second Lien Intercreditor Agreement”), among CBS OUTDOOR AMERICAS CAPITAL LLC, a Delaware limited liability company, CBS OUTDOOR AMERICAS CAPITAL CORPORATION, a Delaware corporation (the “Borrowers”), CBS OUTDOOR AMERICAS INC., a Maryland corporation (“Parent”), certain subsidiaries and affiliates of the Borrowers (each a “Grantor”), Citibank, N.A., as Administrative Agent under the Credit Agreement, [—], as Initial Second Priority Representative, and the additional Representatives from time to time party thereto.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Second Lien Intercreditor Agreement.

B. The Grantors have entered into the Second Lien Intercreditor Agreement. Pursuant to the Credit Agreement, certain Additional Senior Debt Documents and certain Second Priority Debt Documents, certain newly acquired or organized Subsidiaries of Parent are required to enter into the Second Lien Intercreditor Agreement. Section 8.7 of the Second Lien Intercreditor Agreement provides that such Subsidiaries may become party to the Second Lien Intercreditor Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Person (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement, the Second Priority Debt Documents and Additional Senior Debt Documents.

Accordingly, the Designated Senior Representative and the New Grantor agree as follows:

SECTION 1. In accordance with Section 8.7 of the Second Lien Intercreditor Agreement, the New Grantor by its signature below becomes a Grantor under the Second Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms and provisions of the Second Lien Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the Second Lien Intercreditor Agreement shall be deemed to include the New Grantor. The Second Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Grantor represents and warrants to the Designated Senior Representative and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Bankruptcy Laws and by general principles of equity.

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Designated Senior Representative shall have received a counterpart of this Supplement that bears the signature of the New Grantor. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic method shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the Second Lien Intercreditor Agreement shall remain in full force and effect.

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SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Second Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.12 of the Second Lien Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of Parent as specified in the Second Lien Intercreditor Agreement.

SECTION 8. The Borrowers agree to reimburse the Designated Senior Representative for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated Senior Representative as required by the applicable Senior Debt Documents.

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IN WITNESS WHEREOF, the New Grantor, and the Designated Senior Representative have duly executed this Supplement to the Second Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY GRANTOR]
By:
	Name:
	Title:

Acknowledged by:
[—], as Designated Senior Representative
By:
	Name:
	Title:
[—], as Designated Second Priority Representative
By:
	Name:
	Title:

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ANNEX II

[FORM OF] REPRESENTATIVE SUPPLEMENT NO. [—] dated as of [—], 201[—] to the SECOND LIEN INTERCREDITOR AGREEMENT dated as of [—], 201[—] (the “Second Lien Intercreditor Agreement”), among CBS Outdoor Americas Capital LLC, a Delaware limited liability company, CBS Outdoor Americas Capital Corporation, a Delaware corporation (the “Borrowers”), CBS Outdoor Americas Inc., as Guarantor, certain subsidiaries and affiliates of the Borrowers (each a “Grantor”), Citibank, N.A., as Administrative Agent under the Credit Agreement, [—], as Initial Second Priority Representative, and the additional Representatives from time to time party thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Second Lien Intercreditor Agreement.

B. As a condition to the ability of the Borrowers to incur Second Priority Debt and to secure such Second Priority Class Debt with the Second Priority Lien and to have such Second Priority Class Debt guaranteed by the Grantors, in each case under and pursuant to the Second Priority Collateral Documents relating thereto, the Second Priority Class Debt Representative in respect of such Second Priority Class Debt is required to become a Representative under, and such Second Priority Class Debt and the Second Priority Class Debt Parties in respect thereof are required to become subject to and bound by, the Second Lien Intercreditor Agreement. Section 8.9 of the Second Lien Intercreditor Agreement provides that such Second Priority Class Debt Representative may become a Representative under, and such Second Priority Class Debt and such Second Priority Class Debt Parties may become subject to and bound by, the Second Lien Intercreditor Agreement as Second Priority Debt Obligations and Second Priority Debt Parties, respectively, pursuant to the execution and delivery by the Second Priority Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.9 of the Second Lien Intercreditor Agreement. The undersigned Second Priority Class Debt Representative (the “New Representative”) is executing this Supplement in accordance with the requirements of the Senior Debt Documents and the Second Priority Debt Documents.

Accordingly, the Designated Senior Representative and the New Representative agree as follows:

SECTION 1. In accordance with Section 8.9 of the Second Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Second Priority Class Debt and Second Priority Class Debt Parties become subject to and bound by, the Second Lien Intercreditor Agreement as Second Priority Debt Obligations and Second Priority Debt Parties, respectively, with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Second Priority Class Debt Parties, hereby agrees to all the terms and provisions of the Second Lien Intercreditor Agreement applicable to it as a Second Priority Representative and to the Second Priority Class Debt Parties that it represents. Each reference to a “Representative” or “Second Priority Representative” in the Second Lien Intercreditor Agreement shall be deemed to include the New Representative. The Second Lien Intercreditor Agreement is hereby incorporated herein by reference.

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SECTION 2. The New Representative represents and warrants to the Designated Senior Representative and the other Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Second Priority Debt Documents relating to such Second Priority Class Debt provide that, upon the New Representative’s entry into this Agreement, the Second Priority Class Debt Parties in respect of such Second Priority Class Debt will be subject to and bound by the provisions of the Second Lien Intercreditor Agreement as Second Priority Debt Parties.

SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the Designated Senior Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.

SECTION 4. Except as expressly supplemented hereby, the Second Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

SECTION 6. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Second Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.12 of the Second Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.

SECTION 8. The Borrowers agree to reimburse the Designated Senior Representative for its reasonable and documented out-of-pocket expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated Senior Representative as required by the applicable Senior Debt Documents.

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IN WITNESS WHEREOF, the New Representative and the Designated Senior Representative have duly executed this Representative Supplement to the Second Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW REPRESENTATIVE],
as [—] for the holders of [—]
By:
	Name:
	Title:
	Address for notices:
		Attention of:
		Telecopy:
[—], as Designated Senior Representative
By:
	Name:
	Title:

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Acknowledged by:
CBS OUTDOOR AMERICAS CAPITAL LLC
By:
	Name:
	Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
Name:
Title:
CBS OUTDOOR AMERICAS INC.
By:
Name:
Title:
THE GRANTORS
LISTED ON SCHEDULE I HERETO
By:
	Name:
	Title:

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Schedule I to the

Representative Supplement to the

Second Lien Intercreditor Agreement

Grantors

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[FORM OF] REPRESENTATIVE SUPPLEMENT NO. [—] dated as of [—], 201[—] to the SECOND LIEN INTERCREDITOR AGREEMENT dated as of [—], 201[—] (the “Second Lien Intercreditor Agreement”), among CBS Outdoor Americas Capital LLC, a Delaware limited liability company, CBS Outdoor Americas Capital Corporation, a Delaware corporation (the “Borrowers”), CBS Outdoor Americas Inc., as Guarantor, certain subsidiaries and affiliates of the Borrowers (each a “Grantor”), Citibank, N.A., as Administrative Agent under the Credit Agreement, [—], as Initial Second Priority Representative, and the additional Representatives from time to time party thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Second Lien Intercreditor Agreement.

B. As a condition to the ability of the Borrowers to incur Senior Class Debt after the date of the Second Lien Intercreditor Agreement and to secure such Senior Class Debt with the Senior Lien and to have such Senior Class Debt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Senior Collateral Documents relating thereto, the Senior Class Debt Representative in respect of such Senior Class Debt is required to become a Representative under, and such Senior Class Debt and the Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the Second Lien Intercreditor Agreement. Section 8.9 of the Second Lien Intercreditor Agreement provides that such Senior Class Debt Representative may become a Representative under, and such Senior Class Debt and such Senior Class Debt Parties may become subject to and bound by, the Second Lien Intercreditor Agreement as Second Priority Debt Obligations and Additional Senior Debt Parties, respectively, pursuant to the execution and delivery by the Senior Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.9 of the Second Lien Intercreditor Agreement. The undersigned Senior Class Debt Representative (the “New Representative”) is executing this Supplement in accordance with the requirements of the Senior Debt Documents and the Second Priority Debt Documents.

Accordingly, the Designated Senior Representative and the New Representative agree as follows:

SECTION 1. In accordance with Section 8.9 of the Second Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Senior Class Debt and Senior Class Debt Parties become subject to and bound by, the Second Lien Intercreditor Agreement as Second Priority Debt Obligations and Additional Senior Debt Parties, respectively, with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Senior Class Debt Parties, hereby agrees to all the terms and provisions of the Second Lien Intercreditor Agreement applicable to it as a Senior Representative and to the Senior Class Debt Parties that it represents. Each reference to a “Representative” or “Senior Representative” in the Second Lien Intercreditor Agreement shall be deemed to include the New Representative. The Second Lien Intercreditor Agreement is hereby incorporated herein by reference.

I-2-46

SECTION 2. The New Representative represents and warrants to the Designated Senior Representative and the other Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Senior Debt Documents relating to such Senior Class Debt provide that, upon the New Representative’s entry into this Agreement, the Senior Class Debt Parties in respect of such Senior Class Debt will be subject to and bound by the provisions of the Second Lien Intercreditor Agreement as Senior Secured Parties.

SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the Designated Senior Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.

SECTION 4. Except as expressly supplemented hereby, the Second Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

SECTION 6. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Second Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.12 of the Second Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.

SECTION 8. The Borrowers agree to reimburse the Designated Senior Representative for its reasonable and documented out-of-pocket expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated Senior Representative as required by the applicable Senior Debt Documents.

I-2-47

IN WITNESS WHEREOF, the New Representative and the Designated Senior Representative have duly executed this Representative Supplement to the Second Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW REPRESENTATIVE],
as [—] for the holders of [—]
By:
	Name:
	Title:
	Address for notices:
		Attention of:
		Telecopy:
[—], as Designated Senior Representative
By:
	Name:
	Title:

I-2-48

Acknowledged by:
CBS OUTDOOR AMERICAS CAPITAL LLC
By:
Name:
Title:
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:
Name:
Title:
THE GRANTORS
LISTED ON SCHEDULE I HERETO
By:
	Name:
	Title:

I-2-49

Schedule I to the

Representative Supplement to the

Second Lien Intercreditor Agreement

Grantors

I-2-50

EXHIBIT J-1

FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time) (the “Credit Agreement”), among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, as Borrowers, each lender from time to time party thereto (collectively, the “Lenders”), and Citibank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrowers as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent in writing and (2) the undersigned shall furnish the Borrowers and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrowers or the Administrative Agent to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

J-1-1

[Foreign Lender]
By:
	Name:
	Title:

[Address]

Dated:             , 20[—]

J-1-2

EXHIBIT J-2

FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time) (the “Credit Agreement”), among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, as Borrowers, each lender from time to time party thereto (collectively, the “Lenders”), and Citibank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 3.01(d) and 10.06(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrowers as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

J-2-1

[Foreign Participant]
By:
	Name:
	Title:

[Address]

Dated:             , 20[—]

J-2-2

EXHIBIT J-3

FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time) (the “Credit Agreement”), among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, as Borrowers, each lender from time to time party thereto (collectively, the “Lenders”), and Citibank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 3.01(d) and 10.06(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrowers as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) and IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

J-3-1

[Foreign Participant]
By:
	Name:
	Title:

[Address]

Dated:             , 20[—]

J-3-2

EXHIBIT J-4

FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of January 31, 2014 (as amended, supplemented or otherwise modified from time to time) (the “Credit Agreement”), among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, as Borrowers, each lender from time to time party thereto (collectively, the “Lenders”), and Citibank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of direct or indirect its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrowers as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

J-4-1

[Foreign Lender]
By:
	Name:
	Title:

[Address]

Dated:             , 20[—]

J-4-2

EXHIBIT K

[FORM OF] SOLVENCY CERTIFICATE

January 31, 2014

The undersigned, [—], the Chief Financial Officer of CBS Outdoor Americas Inc. (“Parent”), is familiar with the properties, businesses, assets and liabilities of Parent and its subsidiaries and is duly authorized to execute this certificate (this “Solvency Certificate”) on behalf of Parent.

This Solvency Certificate is delivered pursuant to Section 4.01(a)(ix) of the Credit Agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CBS Outdoor Americas Capital LLC and CBS Outdoor Americas Capital Corporation, as the Borrowers, Parent, as a Guarantor, the other Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

As used herein, “Company” means Parent and its Subsidiaries on a consolidated basis.

1. The undersigned certifies, on behalf of Parent and not in his individual capacity, that he has made such investigation and inquiries as to the financial condition of Parent and its Subsidiaries as the undersigned deems necessary and prudent for the purposes of providing this Solvency Certificate. The undersigned acknowledges that the Administrative Agent and the Lenders are relying on this Solvency Certificate in connection with the making of Loans under the Credit Agreement.

2. The undersigned certifies, on behalf of Parent and not in his individual capacity, that (a) the financial information, projections and assumptions which underlie and form the basis for the representations made in this Solvency Certificate were made in good faith and were based on assumptions reasonably believed by Parent to be fair in light of the circumstances existing at the time made; and (b) for purposes of providing this Solvency Certificate, the amount of contingent liabilities has been computed as the amount that, in the light of all the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

BASED ON THE FOREGOING, the undersigned certifies, on behalf of Parent and not in his individual capacity, that, on the date hereof, before and after giving effect to the Transaction (and the Loans made or to be made and other obligations incurred or to be incurred on the Closing Date):

(i) the fair value of the property of the Company is greater than the total amount of liabilities, including contingent liabilities, of the Company;

(ii) the present fair salable value of the assets of the Company is greater than the amount that will be required to pay the probable liability of the Company on the sum of its debts and other liabilities, including contingent liabilities;

K-1

(iii) the Company has not incurred debts or liabilities beyond the Company’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise); and

(iv) the Company does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

K-2

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate as of the first date written above, solely in his capacity as the Chief Financial Officer of Parent and not in his individual capacity.

CBS OUTDOOR AMERICAS INC.
By:
	Name:
	Title:	Chief Financial Officer

EX-10.30

Exhibit 10.30

Mr. Clive Punter

Woodspeen Manor

Woodspeen, Newbury

Berkshire, RG20 8BT

United Kingdom

as of October 6, 2014

Dear Clive:

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”):

1. Term. (a) The term of your employment under this Agreement shall commence on October 6, 2014 and, unless earlier terminated by the Company or you pursuant to paragraph 8 or because of your death or Disability (as defined below), shall continue through and until October 5, 2017.

(b) You acknowledge, understand and agree that your employment by CBS Outdoor under this Agreement is expressly subject to your submission of all necessary applications and supporting documentation required by any governmental authority to secure any work permits, visas and other immigration-related documents with respect to your employment hereunder; and,

(c) You agree to take all actions necessary during the Term to maintain the validity of your Visa. The Company will provide assistance in securing your Visa including the payment of all legal fees and costs associated therewith.

2. Duties. You agree to devote your entire business time, attention and energies to the Outdoor business. You will be Executive Vice President, Chief Revenue Officer of the Company and you agree to perform all duties reasonable and consistent with that office and related to the Outdoor business, as the Chief Executive Officer of the Company (the “CEO”) (or other individual designated by the CEO) may reasonably assign to you from time to time. Notwithstanding the foregoing, nothing in this Agreement shall preclude you from devoting occasional time to the businesses set forth in Schedule A hereto (which are hereby consented to by the Company).

3. Compensation.

(a) Salary. For all the services rendered by you in any capacity under this Agreement, the Company agrees to pay you base salary (“Salary”) at the rate of Five Hundred Fifty Thousand Dollars ($550,000) per annum, less applicable deductions and withholding taxes, in accordance with the Company’s payroll practices as they may

Clive Punter

as of October 6, 2014

Page 2

exist from time to time. During the Term of this Agreement, your Salary may be increased, and such increase, if any, shall be made at a time, and in an amount, that the Company shall determine in its sole discretion.

(b) Bonus Compensation. You also shall be eligible to receive annual bonus compensation (“Bonus”) during your employment with the Company under this Agreement, determined and payable as follows:

(i) Your Bonus for each calendar year during your employment with the Company under this Agreement will be determined in accordance with the guidelines of the Company’s short-term incentive program, as applicable (the “STIP”), as such guidelines may be amended from time to time without notice in the sole discretion of the Company.

(ii) Your target bonus (“Target Bonus”) for each of those calendar years shall be 75% of your Salary as in effect on November 1st of such year or the last day of the Term, if earlier. Your Bonus for any of those calendar years may be subject to proration for the portion of such calendar year that you were employed by the Company. For the calendar year 2014, notwithstanding anything to the contrary in this Section 3(b), your Bonus will be guaranteed to be $412,500 (75% of your 2014 Salary of $550,000) but will be prorated based on your date of hire.

(iii) Your Bonus for any calendar year shall be payable, less applicable deductions and withholding taxes, by February 28th of the following year.

(c) Long-Term Incentive Compensation. Beginning in 2015, you shall be eligible to receive annual grants of long-term incentive compensation under the Company’s Omnibus Stock Incentive Plan, as applicable, as may be amended from time to time without notice in the sole discretion of the Company, as applicable (the “LTMIP”). You shall have a “Target” long-term incentive value equal to Seven Hundred Fifty Thousand Dollars ($750,000). The precise amount, form and timing of any such long-term incentive award, if any, shall be determined in the sole discretion of the Company’s Board of Directors (or a committee thereof) (the “Board”), but shall be consistent with the grants made to other senior executives of the Company. For 2014, subject to Board approval, we have agreed to make an “out-of-cycle” equity award equal to Seven Hundred Fifty Thousand Dollars ($750,000) in value awarded in the form of restricted share units shortly after you commence employment in order to establish appropriate long-term incentives at the outset of your career with the Company. The precise form and terms of this award will be set forth in the equity agreement, as approved by the Board.

Clive Punter

as of October 6, 2014

Page 3

4. Benefits. You shall participate in such vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other plans as the Company may have or establish from time to time in which similarly-situated senior executives participate and in which you would be entitled to participate under the terms of the plan. This provision, however, shall not be construed to either require the Company to establish any welfare, compensation or long-term incentive plans, or to prevent the modification or termination of any plan once established, and no action or inaction with respect to any plan shall affect this Agreement. You shall be eligible for five (5) weeks of vacation each year, subject to proration in 2014 for the portion of the calendar year that you were employed by the Company.

5. Relocation. (a) The Company will pay reasonable relocation costs for you and your family from the United Kingdom to New York. Reimbursement will include, but may not be limited to, temporary housing for you at Sutton Court or a comparable location in the New York metropolitan area for a period of twelve (12) months following your start date; the movement of household goods to the metropolitan New York area; reimbursement of up $40,000 for travel to the United Kingdom to visit your family during the first twelve (12) months of the Term and one (1) family trip to the New York metropolitan area for your spouse and children during the first twelve (12) months of the Term. In the event that your family has not relocated to New York from the United Kingdom within the first twelve (12) months of the Term, and to the extent that they do not relocate thereafter, the Company will reimburse you up to $40,000 for travel to the United Kingdom for each year following the one year anniversary of your start date. Any expense reimbursements will be made within sixty (60) calendar days following the start date of your employment or, if later, on the date on which CBS Outdoor receives appropriate documentation with respect to such expenses, but in no event will payment be made later than December 31 of the calendar year following the calendar year in which you incur the expense. A separate relocation agreement is provided as Attachment A.

(b) To the extent that any of the payments made to you or on your behalf pursuant to paragraph 5(a) (each such payment a “reimbursement”) are taxable to you, CBS Outdoor will make an additional payment to you (the “Additional Payment”) in an amount that after payment of all taxes payable by you with respect to the Additional Payment, will equal the amount of all taxes payable by you with respect to the related reimbursement. The Additional Payment required to be paid pursuant to the preceding sentence shall be paid to you or to the applicable taxing authorities on your behalf at the time the related taxes are due, or as soon thereafter as administratively practicable, but in any event by no later than December 31 of the calendar year next following the calendar year in which the related taxes are remitted to the applicable taxing authorities.

Clive Punter

as of October 6, 2014

Page 4

6. Business Expenses. During your employment under this Agreement, the Company shall reimburse you for such reasonable travel and other expenses incurred in the performance of your duties as are customarily reimbursed to the Company executives at comparable levels. Any such travel and other expenses shall be reimbursed by the Company as soon as practicable in accordance with its established guidelines, as may be amended from time to time, but in no event later than December 31^st of the calendar year following the calendar year in which you incur the related expenses.

7. Non-Competition, Confidential Information, Etc.

(a) Non-Competition. You agree that your employment with the Company is on an exclusive basis and that, while you are employed by the Company or any of its subidiaries, you will not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) under this Agreement, except to the extent that you provide occasional services in connection with the companies listed in Schedule A hereto (which are hereby consented to by the Company). You further agree that, during the Non-Compete Period (as defined below), you shall not directly or indirectly engage in or participate in (or negotiate or sign any agreement to engage in or participate in), whether as an owner, partner, stockholder, officer, employee, director, agent of or consultant for, any business which at such time is competitive with any business, division, operation or other activity of the Company, (x) with respect to which you had any responsibility, involvement or supervision, or (y) with respect to which you had access to any Confidential Information (as defined below) that could benefit such competitor’s business or harm the Company’s business or (z) where you would provide services of the same or similar nature as services performed by you for the Company, without the written consent of the Company, as applicable; provided, that this provision shall not prevent you from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The Non-Compete Period shall cover the period during your employment with the Company and shall continue following the termination of your employment for any reason, including by expiration of the Term, for the greater of (i) six (6) months or (ii) for so long as any payments are to be made to you pursuant to paragraph 9(c) of this Agreement, unless you request and the Company accepts a written request pursuant to paragraph 7(j) of this Agreement, if any.

(b) Confidential Information. You agree that, during the Term and at any time thereafter, (i) you shall not use for any purpose or disclose to any third party, other than the duly authorized business of the Company, any information relating to the Company, which is non-public, confidential or proprietary to the Company (“Confidential Information”), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of your duties under this Agreement consistent with the Company’s policies); and (ii) you will comply with any and all confidentiality obligations of the Company to a third party which have been

Clive Punter

as of October 6, 2014

Page 5

made known to you, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which (x) is or becomes generally available to the public other than as a result of a disclosure by you or at your direction or by any other person who directly or indirectly receives such information from you, or (y) is or becomes available to you on a nonconfidential basis from a source which is entitled to disclose it to you. For purposes of this paragraph 7(b), the term “third party” shall be defined to mean any person other than the Company.

(c) No Solicitation, Etc. You agree that, while employed by the Company and for the greater of: twelve (12) months thereafter or for so long as the Company is making any payments to you pursuant to paragraph 9(c), you shall not, directly or indirectly:

(A) employ or solicit the employment of any person who is then or has been within six (6) months prior thereto, an employee of the Company; or

(B) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of the Company, with any customer, employee, consultant or supplier.

(d) CBS Outdoor Ownership. The results and proceeds of your services under this Agreement, including, without limitation, any works of authorship resulting from your services during your employment with the Company, and any works in progress resulting from such services, shall be works-made-for-hire and they shall be deemed the sole owner throughout the universe of any and all rights of every nature in such works, whether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner they determine in their sole discretion without any further payment to you. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to the Company under the preceding sentence, then you hereby irrevocably assign and agree to assign any and all of your right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of every nature in the work, whether now known or hereafter defined or discovered, and they shall have the right to use the work in perpetuity throughout the universe in any manner they determine in their sole discretion without any further payment to you. You shall, as may be reasonably requested by the Company from time to time, do any and all things which the Company may deem useful or desirable to establish or document the Company’s rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if you are unavailable or unwilling to execute such documents, you hereby irrevocably designate the

Clive Punter

as of October 6, 2014

Page 6

Company’s General Counsel or his designee as your attorney-in-fact with the power to execute such documents on your behalf. To the extent you have any rights in the results and proceeds of your services under this Agreement that cannot be assigned as described above, you unconditionally and irrevocably waive the enforcement of such rights. This paragraph 7(d) is subject to, and does not limit, restrict, or constitute a waiver by the Company of any ownership rights to which they may be entitled by operation of law by virtue of being your employer.

(e) Litigation.

(i) You agree that, to the fullest extent legally permissible, during the Term, and for the greater of: (i) twelve (12) months thereafter; or (ii) during the pendency of any litigation or other proceeding, (x) you shall not communicate with anyone (other than your own attorneys), except to the extent necessary in the performance of your duties under this Agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving the Company, other than any litigation or other proceeding in which you are a party-in-opposition, without giving prior notice to the Company; and (y) in the event that any other party attempts to obtain information or documents from you with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, you shall promptly notify the Company’s counsel before providing any information or documents.

(ii) You agree to cooperate with the Company, and their attorneys, both during and after the termination of your employment, in connection with any litigation or other proceeding arising out of or relating to matters in which you were involved prior to the termination of your employment (“Litigation”) Your cooperation shall include, without limitation, providing assistance to the Company’s counsel, experts or consultants, and providing truthful testimony in pretrial and trial or hearing proceedings. In the event that your cooperation is requested after the termination of your employment, the Company will (x) seek to minimize interruptions to your schedule to the extent consistent with its interests in the matter; and (y) reimburse you for all reasonable and appropriate out-of-pocket expenses (including without limitation reasonable attorneys’ fees) actually incurred by you in connection with such cooperation upon reasonable substantiation of such expenses within 60 calendar days following the date on which the Company receives appropriate documentation with respect to such expenses, but in no event later than December 31 of the year following the year in which you incur the related expenses.

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(iii) You agree that during the Term and at any time thereafter, to the fullest extent permitted by law, you will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves the Company, or which may create the impression that such testimony is endorsed or approved by the Company, without advance notice (including the general nature of the testimony) to and, if such testimony is without subpoena or other compulsory legal process the approval of, the General Counsel (or equivalent position thereof) of each of the Company.

(f) No Right to Give Interviews or Write Books, Articles, Etc. During the Term, except as authorized by the Company, you shall not (i) give any interviews or speeches, or (ii) prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions or other creations, in either case, concerning the Company or any of their respective officers, directors, agents, employees, suppliers or customers.

(g) Return of Property. All documents, data, recordings, or other property, whether tangible or intangible, including all information stored in electronic form, obtained or prepared by or for you and utilized by you in the course of your employment with the Company shall remain the exclusive property of the Company. In the event of the termination of your employment for any reason, the Company reserves the right, to the extent permitted by law and in addition to any other remedy the Company may have, to deduct from any monies otherwise payable to you the following: (i) all amounts you may owe to the Company at the time of or subsequent to the termination of your employment with the Company; and (ii) the reasonable value of the Company property which you retain in your possession after the termination of your employment with the Company. In the event that the law of any state or other jurisdiction requires the consent of an employee for such deductions, this Agreement shall serve as such consent. Notwithstanding anything in this Section 7(g) to the contrary, the Company will not exercise such right to deduct from any monies otherwise payable to you to the extent such offset would be a violation of Internal Revenue Code Section 409A (“Code Section 409A”).

(h) Non-Disparagement. You agree that, during the Term and for one year thereafter, neither shall in any communications with the press or other media or any customer, client or supplier of the Company, criticize, ridicule or make any statement which disparages or is derogatory of the Company, or any of their respective directors or senior officers.

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(i) Injunctive Relief. The Company has entered into this Agreement in order to obtain the benefit of your unique skills, talent, and experience. You acknowledge and agree that any violation of paragraphs 7(a) through (h) of this Agreement may result in irreparable damage to the Company and, accordingly, the Company may seek to obtain injunctive and other equitable relief for any breach or threatened breach of such paragraphs, in addition to any other remedies available to the Company.

(j) Survival; Modification of Terms. Your obligations under paragraphs 7(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 7(a) (but not under any other provision of this Agreement) shall cease if: (x) the Company terminates your employment without Cause and (y) you provide the Company a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraph 9(c)(i) through (iii) and (z) the Company notifies you that it has, in its sole discretion, accepted your request. You and the Company agree that the restrictions and remedies contained in paragraphs 7(a) through (i) are reasonable and that it is your intention and the intention of the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that the Company and CBS conduct their business operations around the world and have invested considerable time and effort to develop the international brand and goodwill associated with the “CBS Outdoor” name. To that end, you further acknowledge that the obligations set forth in this paragraph 7 are by necessity international in scope and necessary to protect the international operations and goodwill of the Company.

8. Disability. In the event that you become “disabled” within the meaning of such term under the Company’s Short-Term Disability (“STD”) program and its Long-Term Disability (“LTD”) program while employed during the Term (such condition is referred to as a “Disability”), you will be considered to have experienced a termination of employment with the Company and its Subsidiaries as of the date you first become eligible to receive benefits under long-term disability (“LTD”) program in which the Company’s senior executives are eligible to participate or, if you do not become eligible to receive benefits under such Company LTD program, you have not returned to work by the six (6) month anniversary of your Disability onset date. Except as provided in this paragraph 8, if you become Disabled while employed during the Term, you will exclusively receive compensation under the STD program in accordance with its terms. Thereafter, you will be eligible to receive benefits under the LTD

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program in accordance with its terms. If you have not returned to work by December 31st of a calendar year during the Term, you will receive bonus compensation for the calendar year(s) during the Term in which you receive compensation under the STD program, determined as follows:

(i) for the portion of the calendar year from January 1st until the date on which you first receive compensation under the STD program, bonus compensation shall be determined in accordance with the STIP (i.e., based upon the Company’s achievement of its goals and the Company’s good faith estimate of your achievement of your personal goals) and prorated for such period; and

(ii) for any subsequent portion of that calendar year and any portion of the following calendar year in which you receive compensation under the STD program, bonus compensation shall be in an amount equal to your Target Bonus and prorated for such period(s).

Subject to paragraph 18 hereof, bonus compensation under this paragraph 8 shall be paid, less applicable deductions and withholding taxes, by February 28th of the year(s) following the year as to which such bonus compensation is payable. You will not receive bonus compensation for any portion of the calendar year(s) during the Term while you receive benefits under the LTD program. For the periods that you receive compensation and benefits under the STD and LTD programs, such compensation and benefits and the bonus compensation provided under this paragraph 8 are in lieu of Salary and Bonus under paragraphs 3(a) and (b).

9. Termination.

(a)(i) Termination for Cause. The Company may, at its option, terminate your employment under this Agreement forthwith for Cause and the Company thereafter shall have no further obligations under this Agreement, including, without limitation, any obligation to pay Salary or Bonus or provide benefits. “Cause” shall mean: (i) dishonesty; (ii) embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; (iii) willful unauthorized disclosure of Confidential Information; (iv) your failure to obey a material lawful directive that is appropriate to your position from an executive(s) in your reporting line; (v) your failure to comply with the written policies of the Company Business Conduct Statement or successor conduct statement as they apply from time to time; (vi) your material breach of this Agreement (including any representations herein); (vii) your failure (except in the event of your Disability) or refusal to substantially perform your material obligations under this Agreement; (viii) willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to

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be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (ix) conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring you to public disrepute, scandal or ridicule or reflect unfavorably upon any of the Company’s businesses or those who conduct business with the Company. The Company will give you written notice prior to terminating your employment pursuant to (iv), (v), (vi), (vii), (viii) or (ix) of this paragraph 9(a), setting forth the nature of any alleged failure, breach or refusal in reasonable detail and the conduct required to cure, if capable of cure. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, you shall have ten (10) business days from the giving of such notice within which to cure any failure, breach or refusal under (iv), (v), (vi), (vii), (viii) or (ix) of this paragraph 9(a); provided, however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give you notice of such shorter period within which to cure as is reasonable under the circumstances.

(ii) Voluntary Resignation. You may, at your option, resign your employment under this Agreement at any time by providing the Company with at least thirty (30) days’ advance written notice, in which case, you shall be paid the Accrued Obligations (as defined in paragraph 9(c)), and such resignation shall not be deemed to be a breach of this Agreement.

(b) Termination Without Cause. The Company may terminate your employment under this Agreement without Cause at any time during the Term by written notice to you.

(c) Termination Payments/Benefits. In the event that your employment terminates under paragraph 9(b) during the Term hereof, subject to paragraph 18, you shall thereafter receive, less applicable withholding taxes, (x) any unpaid Salary through and including the date of termination, any unpaid Bonus earned for the calendar year prior to the calendar year in which you are terminated, any business expense reimbursements incurred but not yet approved and/or paid and such other amounts as are required to be paid or provided by law (the “Accrued Obligations”), payable within thirty (30) days following your termination date, and (y) subject to your compliance with paragraph 9(g) hereunder, the following payments and benefits:

(i) Salary: a severance amount equal to twelve (12) months of your then current base Salary described in paragraph 3(a), payable in accordance with the Company’s then effective payroll practices (your “Regular Payroll Amount”) as follows:

(A) beginning on the regular payroll date (“Regular Payroll Dates”) following your termination of employment, you

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will receive your Regular Payroll Amount on the Regular Payroll Dates that occur on or before March 15^th of the year following the year in which your employment terminates;

(B) beginning with the first Regular Payroll Date after March 15^th of the year following the year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of two times your annualized compensation or two times the Section 401(a)(17) limit for the year in which your termination occurs, $520,000 for 2014); provided, however, that in no event shall payment be made to you pursuant to this paragraph 9(c)(i)(B) later than December 31st of the second year following your termination of employment; and

(C) the balance of your Regular Payroll Amount, if any remains due, will be paid to you by payment of your Regular Payroll Amount on your Regular Payroll Dates beginning with the regular payroll date that follows the date of the final payment pursuant to paragraph 9(c)(i)(B);

provided, however, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by the Company) at the time of your termination and any portion of your Regular Payroll Amount that would be paid to you during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be paid to you in a lump sum on the earlier of (x) the first business day of the seventh month following the month in which your termination of employment occurs or (y) your death (the applicable date, the “Permissible Payment Date”) rather than as described in paragraph 9(c)(i)(A), (B) or (C), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 9(c) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A.

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(ii) Prorated Bonus: a prorated bonus based the number of months that you were actively rendering services during the calendar year prior to your termination. The actual bonus amount shall be determined in a manner consistent with other Company executives with such bonus paid in the year following the year such bonus compensation is earned, but no later than February 28^th of such year.

(iii) Health Benefits: medical and dental insurance coverage for you and your eligible dependents provided under company paid COBRA benefits at no cost to you (except as hereafter described) pursuant to the Company’s benefit plans in which you participated in at the time of your termination of employment for a period of twelve (12) months, or if earlier, the date on which you become eligible for medical or dental coverage as the case may be from a third party; provided, that, during the period that the Company provides you with this coverage, an amount equal to the applicable COBRA premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your compensation for this purpose; provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law.

The amount of any payment provided for in clause (i) of this paragraph 9(c) shall be reduced by any compensation earned by you from any source, including, without limitation, salary, sign-on or annual bonus compensation, consulting fees, and commission payments, provided, that mitigation shall not be required, and no reduction for other compensation shall be made for earnings for services provided during the first six (6) months after the termination of your employment. You agree to advise the Company immediately and in writing of any employment for which you are receiving such payments and to provide documentation as requested by the Company with respect to such employment. The payments and benefits provided for in this paragraph 9(c)(i) are in lieu of any other severance or income continuation or protection under any Company plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in paragraph 9(c)(i)).

(d) Renewal Notice / Non-Renewal.

(i) The Company shall notify you in writing six (6) months prior to the expiration of the Term of this Agreement if it intends to continue your employment beyond the expiration of the Term. If you are notified that the

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Company does intend to continue your employment beyond the Term, then you agree that you shall negotiate exclusively with the Company concerning future employment for the first 90 days following such notification. Nothing contained herein shall obligate the Company to provide an increase to your compensation hereunder upon such renewal.

(ii) If you remain employed on the date that is the last day of the Term, but have not entered into a new contractual relationship with the Company (or any of the Company’s subsidiaries), then, unless you agree to continue your employment following expiration of the Term on an “at will” basis, your employment with the Company shall terminate at the end of the Term and you will be entitled to receive the payments and benefits described in paragraph 9(c) on the same basis as if your termination of employment were a termination without Cause under paragraph 9(b) above, subject to your execution of a release in favor of the Company as further described in paragraph 9(g). If you agree to continue your employment with the Company on an “at will” basis following expiration of the Term, you will continue to be paid your Salary in effect immediately prior to the expiration of the Term and will continue to be eligible to receive a Bonus and annual LTMIP grants at the same target levels as in effect immediately prior to the expiration of the Term, but you acknowledge and agree that you will not be eligible to receive the payments and benefits described in paragraph 9(c) or any other severance payments or benefits under any other Company policy, plan, program or arrangement as a result of such non-renewal (except as may be required under the terms of any such policy, plan program or arrangement); provided, however, that if the Company subsequently terminates your “at will” employment without Cause (as that term is defined in paragraph 9(a)(i)), you will become eligible to receive severance under the then current Company severance policy applicable to executives at your level, subject to the terms of such severance policy (including your execution of a release in favor of the Company pursuant to such policy to the extent required).

(e) Termination of Benefits. Notwithstanding anything in this Agreement to the contrary (except as otherwise provided in paragraph 9(c)(iii) with respect to medical and dental benefits), participation in all the Company benefit plans and programs (including, without limitation, vacation accrual, all retirement and related excess plans and LTD) will terminate upon the termination of your employment except to the extent otherwise expressly provided in such plans or programs and subject to any vested rights you may have under the terms of such plans or programs. The foregoing shall not apply to the LTMIP and, after the termination of your employment, your rights under the LTMIP shall be governed by the terms of the LTMIP award agreements or certificates and the applicable LTMIP plan(s) and this Agreement.

(f) Resignation from Official Positions. If your employment with the Company terminates for any reason, you shall be deemed to have resigned at that time

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from any and all officer or director positions that you may have held with the Company, and all board seats or other positions in other entities you held on behalf of the Company. If, for any reason, this paragraph 9(f) is deemed insufficient to effectuate such resignation, you agree to execute, upon the request of the Company, any documents or instruments which the Company may deem necessary or desirable to effectuate such resignation or resignations, and you hereby authorize the Secretary and any Assistant Secretary of the Company to execute any such documents or instruments as your attorney-in-fact.

(g) Release and Compliance with Paragraph 6.

(i) Notwithstanding any provision in this Agreement to the contrary, prior to payment by the Company of any amount or provision of any benefit pursuant to paragraph 9(c), within sixty (60) days following your termination of employment, (x) you shall have executed and delivered to the Company a general release in a form satisfactory to both and (y) such general release shall have become effective and irrevocable in its entirety (such date, the “Release Effective Date”); provided, however, that if, at the time any cash severance payments are scheduled to be paid to you pursuant to paragraph 9(c) you have not executed a general release that has become effective and irrevocable in its entirety, then any such cash severance payments shall be held and accumulated without interest, and shall be paid to you on the first Regular Payroll Date following the Release Effective Date. Your failure or refusal to sign and deliver the release or your revocation of an executed and delivered release in accordance with applicable laws, whether intentionally or unintentionally, will result in the forfeiture of the payments and benefits under paragraph 9(c). Notwithstanding the foregoing, if the sixty (60) day period does not begin and end in the same calendar year, then the Release Effective Date shall occur no earlier than January 1^st of the calendar year following the calendar year in which your termination occurs.

(ii) Notwithstanding any provision in this Agreement to the contrary, the payments and benefits described in paragraph 9(c) shall immediately cease, and the Company shall have no further obligations to you with respect thereto, in the event that you materially breach any provision of paragraph 6 hereof.

10. Death. In the event of your death prior to the end of the Term while actively employed, your beneficiary or estate shall receive (i) your Salary up to the date on which the death occurs; (ii) any Bonus earned in the prior year but not yet paid; and (iii) bonus compensation for the calendar year in which the death occurs, determined in accordance with the STIP (i.e., based upon the Company’s achievement of its goals and the Company’s good faith estimate of your achievement of your personal goals) and pro-rated for the portion of the year through the date of death, payable, less applicable

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deductions and withholding taxes, by February 28th of the following year. In the event of your death after the termination of your employment while you are entitled to receive compensation under paragraph 9(c), your beneficiary or estate shall receive (x) any Salary payable under paragraph 9(c)(i) up to the date on which the death occurs; and (y) the prorated bonus payable under paragraph 9(c)(ii), payable in accordance with the schedule set forth in paragraph 9(c)(ii).

11. No Acceptance of Payments. You represent that you have not accepted or given nor will you accept or give, directly or indirectly, any money, services or other valuable consideration from or to anyone other than the Company for the inclusion of any matter as part of any film, television program or other production produced, distributed and/or developed by the Company or any of their respective affiliated companies.

12. Equal Opportunity Employer; Employee Statement of Business Conduct. You recognize that the Company is an equal opportunity employer. You agree that you will comply with the Company policies regarding employment practices and with applicable federal, state and local laws prohibiting discrimination on the basis of race, color, sex, religion, national origin, citizenship, age, marital status, sexual orientation, disability or veteran status. In addition, you agree that you will comply with the Company’s Business Conduct Statement, as applicable.

13. Notices. All notices under this Agreement must be given in writing, by personal delivery or by registered mail, at the parties’ respective addresses shown on this Agreement (or any other address designated in writing by either party), with a copy, in the case of the Company, to the attention of the General Counsel of the Company. Any notice given by registered mail shall be deemed to have been given three days following such mailing.

14. Assignment. This is an Agreement for the performance of personal services by you and may not be assigned by you or the Company except that the Company may assign this Agreement to any affiliated company of or any successor in interest to the Company provided such successor agrees to assume the Company’s obligations under this Agreement.

15. New York Law, Etc. You acknowledge that this Agreement has been executed, in whole or in part, in New York, and your employment duties are primarily performed in New York. Accordingly, you agree that this Agreement and all matters or issues arising out of or relating to your employment with the Company shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely therein.

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16. No Implied Contract. Nothing contained in this Agreement shall be construed to impose any obligation on the Company or you to renew this Agreement or any portion thereof. The parties intend to be bound only upon execution of a written agreement and no negotiation, exchange of draft or partial performance shall be deemed to imply an agreement. Neither the continuation of employment nor any other conduct shall be deemed to imply a continuing agreement upon the expiration of the Term.

17. Entire Understanding. This Agreement contains the entire understanding of the parties hereto relating to the subject matter contained in this Agreement, and can be changed only by a writing signed by both parties.

18. Void Provisions. If any provision of this Agreement, as applied to either party or to any circumstances, shall be found by a court of competent jurisdiction to be unenforceable but would be enforceable if some part were deleted or the period or area of application were reduced, then such provision shall apply with the modification necessary to make it enforceable, and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

19. Deductions and Withholdings, Payment of Deferred Compensation – 409A.

(a) To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Code Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever (including, but not limited to as a result of this paragraph 18 or otherwise) shall the Company nor any of its affiliates be liable for any tax, interest or penalties that may be imposed on you under Code Section 409A. Neither the Company nor any of its affiliates have any obligation to indemnify or otherwise hold you harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. You acknowledge that you have been advised to obtain independent legal, tax or other counsel in connection with Code Section 409A.

(b) Your right to any in-kind benefit or reimbursement benefits pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall not be subject to liquidation or exchange for cash or another benefit.

20. Arbitration. If any disagreement or dispute whatsoever shall arise between the parties concerning this Agreement (including the documents referenced herein) or your employment with the Company, the parties hereto agree that such disagreement or dispute shall be submitted to arbitration before the American Arbitration Association (“AAA”), and that a neutral arbitrator will be selected in a manner consistent with its Employment Arbitration Rules and Mediation Procedures (“Rules”). Such arbitration shall be confidential and private and conducted in accordance with the Rules. Any such arbitration proceeding shall take place in New York City before a single arbitrator (rather than a panel of arbitrators). The parties agree

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that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in such arbitration. Each party shall bear its respective costs (including attorney’s fees, and there shall be no award of attorney’s fees). Judgment upon the final award rendered by such arbitrator, after giving effect to the AAA internal appeals process, may be entered in any court having jurisdiction thereof. Notwithstanding anything herein to the contrary, the Company shall be entitled to seek injunctive, provisional and equitable relief in a court proceeding as a result of your alleged violation of the terms of Section 6 of this Agreement, and you hereby consent and agree to exclusive personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.

21. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

[signature page to follow]

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If the foregoing correctly sets forth our understanding, please sign, date and return all four (4) copies of this Agreement to the undersigned for execution on behalf of the Company; after this Agreement has been executed by the Company and a fully-executed copy returned to you, it shall constitute a binding agreement between us.

Very truly yours,
CBS OUTDOOR AMERICAS INC.
By:	/s/ Jeremy J. Male
	Jeremy J. Male
	Chief Executive Officer

ACCEPTED AND AGREED:
/s/ Clive Punter
Clive Punter
Dated:	October 6, 2014

Attachment A

RELOCATION AGREEMENT FORM

As part of your relocation, CBS Outdoor agrees to pay to you or on your behalf certain relocation expenses. The expenses that are to be paid are described in the relocation benefit set forth in Paragraph 5 of your employment agreement dated as of October 6, 2014, of which this Relocation Agreement Form is a part hereof. Your signature on this form confirms your acceptance of the offer to relocate with CBS Outdoor.

In consideration for the foregoing, it is understood that you will continue in the voluntary employ of CBS Outdoor and will relocate. If you voluntarily leave the employ of CBS Outdoor within one year of the start date at the new location, you agree to reimburse CBS Outdoor 100% for any relocation reimbursements and other relocation costs. If you leave CBS Outdoor within the second 12 months, you will reimburse the Company 50% of any relocation reimbursement or costs.

You further agree that such expenses can be set off against any monies owed you, including salary, bonus, commissions and expense accounts, at the time of such a voluntary departure.

I have read, understand and agree to the terms under which CBS Outdoor agrees to reimburse me for the relocation expenses set forth above.

Employee Name Date

Schedule A

Swiftshift—a small, start-up, private company in the UK. Mr. Punter sits on an advisory board.

Snowsport England—a foundation that promotes skiing in the UK. Mr. Punter currently sits on the Board, but will resign his seat within thirty days of this agreement.

EX-10.31

Exhibit 10.31

Nancy Tostanoski

1216 Post Road

Scarsdale, NY 10583

Dear Nancy: as of May 5, 2014

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:

1. Term. The term of your employment under this Agreement shall commence on May 5, 2014 and, unless earlier terminated by the Company or you pursuant to paragraph 8 or because of your death or Disability (as defined below), shall continue through and until May 4, 2017.

2. Duties. You agree to devote your entire business time, attention and energies to the Outdoor business. You will be Senior Vice President, Human Resources of the Company and you agree to perform all duties reasonable and consistent with that office and related to the Outdoor business, as the Chief Executive Officer of the Company (the “CEO”) (or other individual designated by the CEO) may assign to you from time to time.

3. Compensation.

(a) Salary. For all the services rendered by you in any capacity under this Agreement, the Company agrees to pay you base salary (“Salary”) at the rate of Three Hundred Fifty Thousand Dollars ($350,000) per annum, less applicable deductions and withholding taxes, in accordance with the Company’s payroll practices as they may exist from time to time. During the Term of this Agreement, your Salary may be increased, and such increase, if any, shall be made at a time, and in an amount, that the Company shall determine in its sole discretion.

(b) Bonus Compensation. You also shall be eligible to receive annual bonus compensation (“Bonus”) during your employment with the Company under this Agreement, determined and payable as follows:

(i) Your Bonus for each calendar year during your employment with the Company under this Agreement will be determined in accordance with the guidelines of the Company’s short-term incentive program, as applicable (the “STIP”), as such guidelines may be amended from time to time without notice in the sole discretion of the Company.

Nancy Tostanoski

as of May 5, 2014

Page 2

(ii) Your target bonus (“Target Bonus”) for each of those calendar years shall be 50% of your Salary as in effect on November 1st of such year or the last day of the Term, if earlier. Your Bonus for any of those calendar years may be subject to proration for the portion of such calendar year that you were employed by the Company.

(iii) Your Bonus for any calendar year shall be payable, less applicable deductions and withholding taxes, by February 28th of the following year.

(c) Long-Term Incentive Compensation. Beginning in 2015, you shall be eligible to receive annual grants of long-term incentive compensation under the Company’s long-term management incentive plan, as applicable, as may be amended from time to time without notice in the sole discretion of the Company, as applicable (the “LTMIP”). You shall have a “Target” long-term incentive value equal to Two Hundred Thousand Dollars ($200,000). The precise amount, form and timing of any such long-term incentive award, if any, shall be determined in the sole discretion of the Company’s Board of Directors (or a committee thereof) (the “Board”), but shall be consistent with the grants made to other senior executives of the Company. For 2014, subject to Board approval, we have agreed to make an “out-of-cycle” equity award equal to Two Hundred Thousand Dollars ($200,000) in value awarded in the form of restricted share units shortly after you commence employment in order to establish appropriate long-term incentives at the outset of your career with the Company. The precise form and terms of this award will be made consistent with the 2014 annual management grants made to other senior executives of Company, including vesting at the same times as such 2014 annual management grants.

4. Benefits. You shall participate in such vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other plans as the Company may have or establish from time to time in which similarly-situated senior executives participate and in which you would be entitled to participate under the terms of the plan. This provision, however, shall not be construed to either require the Company to establish any welfare, compensation or long-term incentive plans, or to prevent the modification or termination of any plan once established, and no action or inaction with respect to any plan shall affect this Agreement. You shall be eligible for four (4) weeks of vacation each year, subject to proration in 2014 for the portion of the calendar year that you were employed by the Company.

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5. Business Expenses. During your employment under this Agreement, the Company shall reimburse you for such reasonable travel and other expenses incurred in the performance of your duties as are customarily reimbursed to the Company executives at comparable levels. Any such travel and other expenses shall be reimbursed by the Company as soon as practicable in accordance with its established guidelines, as may be amended from time to time, but in no event later than December 31^st of the calendar year following the calendar year in which you incur the related expenses.

6. Non-Competition, Confidential Information, Etc.

(a) Non-Competition. You agree that your employment with the Company is on an exclusive basis and that, while you are employed by the Company or any of its subidiaries, you will not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) under this Agreement. You further agree that, during the Non-Compete Period (as defined below), you shall not directly or indirectly engage in or participate in (or negotiate or sign any agreement to engage in or participate in), whether as an owner, partner, stockholder, officer, employee, director, agent of or consultant for, any business which at such time is competitive with any business, division, operation or other activity of the Company, CBS or any of their respective subsidiaries (x) with respect to which you had any responsibility, involvement or supervision, (y) with respect to which you had access to any Confidential Information (as defined below) that could benefit such competitor’s business or harm CBS’s and/or the Company’s business or (z) where you would provide services of the same or similar nature as services performed by you for the Company, without the written consent of the Company and/or CBS, as applicable; provided, that this provision shall not prevent you from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The Non-Compete Period shall cover the period during your employment with the Company and shall continue following the termination of your employment for any reason, including by expiration of the Term, for the greater of (i) six (6) months or (ii) for so long as any payments are to be made to you pursuant to paragraph 8(c) of this Agreement, unless you request and the Company and/or CBS, as applicable, accepts a written request pursuant to paragraph 6(j) of this Agreement, if any.

(b) Confidential Information. You agree that, during the Term and at any time thereafter, (i) you shall not use for any purpose or disclose to any third party, other than the duly authorized business of the Company, any information relating to the Company, CBS or any of their respective affiliated companies which is non-public, confidential or proprietary to the Company, CBS or any of their respective affiliated companies (“Confidential Information”), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of your

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duties under this Agreement consistent with the Company’s policies); and (ii) you will comply with any and all confidentiality obligations of the Company or CBS to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which (x) is or becomes generally available to the public other than as a result of a disclosure by you or at your direction or by any other person who directly or indirectly receives such information from you, or (y) is or becomes available to you on a nonconfidential basis from a source which is entitled to disclose it to you. For purposes of this paragraph 6(b), the term “third party” shall be defined to mean any person other than the Company, CBS or any of their respective affiliated companies (and any of their respective directors and senior officers).

(c) No Solicitation, Etc. You agree that, while employed by the Company and for the greater of: twelve (12) months thereafter or for so long as the Company is making any payments to you pursuant to paragraph 8(c), you shall not, directly or indirectly:

(A) employ or solicit the employment of any person who is then or has been within six (6) months prior thereto, an employee of the Company, CBS or any of their respective affiliated companies; or

(B) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of the Company, CBS or any of their respective affiliated companies with any customer, employee, consultant or supplier.

(d) Outdoor Ownership. The results and proceeds of your services under this Agreement, including, without limitation, any works of authorship resulting from your services during your employment with the Company, CBS, and/or any of their respective affiliated companies and any works in progress resulting from such services, shall be works-made-for-hire and they shall be deemed the sole owner throughout the universe of any and all rights of every nature in such works, whether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner they determine in their sole discretion without any further payment to you. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to the Company, CBS, and/or any of their affiliates under the preceding sentence, then you hereby irrevocably assign and agree to assign any and all of your right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of every nature in the work, whether now known or hereafter defined or discovered, and they shall have the right to use the work in perpetuity throughout the universe in any manner they determine in their sole discretion

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without any further payment to you. You shall, as may be requested by the Company from time to time, do any and all things which the Company may deem useful or desirable to establish or document the Company’s rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if you are unavailable or unwilling to execute such documents, you hereby irrevocably designate the Company’s General Counsel or his designee as your attorney-in-fact with the power to execute such documents on your behalf. To the extent you have any rights in the results and proceeds of your services under this Agreement that cannot be assigned as described above, you unconditionally and irrevocably waive the enforcement of such rights. This paragraph 6(d) is subject to, and does not limit, restrict, or constitute a waiver by the Company, CBS and/or any of their affiliates of any ownership rights to which they may be entitled by operation of law by virtue of being your employer.

(e) Litigation.

(i) You agree that during the Term, and for the greater of: (i) twelve (12) months thereafter; or (ii) during the pendency of any litigation or other proceeding, (x) you shall not communicate with anyone (other than your own attorneys and tax advisors), except to the extent necessary in the performance of your duties under this Agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving the Company, CBS, or any of their respective affiliated companies, other than any litigation or other proceeding in which you are a party-in-opposition, without giving prior notice to the Company, CBS or their counsel; and (y) in the event that any other party attempts to obtain information or documents from you with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, you shall promptly notify the Company’s or CBS’s counsel before providing any information or documents.

(ii) You agree to cooperate with the Company, CBS and their attorneys, both during and after the termination of your employment, in connection with any litigation or other proceeding arising out of or relating to matters in which you were involved prior to the termination of your employment. Your cooperation shall include, without limitation, providing assistance to the Company or CBS’s counsel, experts or consultants, and providing truthful testimony in pretrial and trial or hearing proceedings. In the event that your cooperation is requested after the termination of your employment, the Company will (x) seek to minimize

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interruptions to your schedule to the extent consistent with its interests in the matter; and (y) reimburse you for all reasonable and appropriate out-of-pocket expenses actually incurred by you in connection with such cooperation upon reasonable substantiation of such expenses within 60 calendar days following the date on which the Company receives appropriate documentation with respect to such expenses, but in no event later than December 31 of the year following the year in which you incur the related expenses.

(iii) You agree that during the Term and at any time thereafter, to the fullest extent permitted by law, you will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves the Company, CBS, or any of their respective affiliated companies, or which may create the impression that such testimony is endorsed or approved by the Company, CBS, or any of their respective affiliated companies, without advance notice (including the general nature of the testimony) to and, if such testimony is without subpoena or other compulsory legal process the approval of, the General Counsel (or equivalent position thereof) of each of the Company and CBS.

(f) No Right to Give Interviews or Write Books, Articles, Etc. During the Term, except as authorized by the Company, you shall not (i) give any interviews or speeches, or (ii) prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions or other creations, in either case, concerning the Company, CBS or any of their respective affiliated companies or any of their respective officers, directors, agents, employees, suppliers or customers.

(g) Return of Property. All documents, data, recordings, or other property, whether tangible or intangible, including all information stored in electronic form, obtained or prepared by or for you and utilized by you in the course of your employment with the Company shall remain the exclusive property of the Company. In the event of the termination of your employment for any reason, the Company reserves the right, to the extent permitted by law and in addition to any other remedy the Company may have, to deduct from any monies otherwise payable to you the following: (i) all amounts you may owe to the Company, CBS, or any of their respective affiliated companies at the time of or subsequent to the termination of your employment with the Company; and (ii) the value of the Company property which you retain in your possession after the termination of your employment with the Company. In the event that the law of any state or other jurisdiction requires the consent of an employee for such deductions, this Agreement shall serve as such consent. Notwithstanding anything in this Section 6(g) to the contrary, the Company will not exercise such right to deduct from any monies otherwise payable to you to the extent such offset would be a violation of Internal Revenue Code Section 409A (“Code Section 409A”).

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(h) Non-Disparagement. You agree that, during the Term and for one year thereafter, you shall not, in any communications with the press or other media or any customer, client or supplier of the Company, CBS, or any of their respective affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of the Company, CBS, or any of their respective affiliated companies or any of their respective directors or senior officers.

(i) Injunctive Relief. The Company has entered into this Agreement in order to obtain the benefit of your unique skills, talent, and experience. You acknowledge and agree that any violation of paragraphs 6(a) through (h) of this Agreement will result in irreparable damage to the Company, and, accordingly, the Company may obtain injunctive and other equitable relief for any breach or threatened breach of such paragraphs, in addition to any other remedies available to the Company.

(j) Survival; Modification of Terms. Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided, however, that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) the Company terminates your employment without Cause and (y) you provide the Company a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraph 8(c)(i) through (iii) and (z) the Company notifies you that it has, in its sole discretion, accepted your request. You and the Company agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of the Company that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that the Company and CBS conduct their business operations around the world and have invested considerable time and effort to develop the international brand and goodwill associated with the “CBS Outdoor” and “CBS” names. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of the Company, CBS and its affiliated companies.

7. Disability. In the event that you become “disabled” within the meaning of such term under the Company’s Short-Term Disability (“STD”) program and its Long-Term Disability (“LTD”) program while employed during the Term (such

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condition is referred to as a “Disability”), you will be considered to have experienced a termination of employment with the Company and its Subsidiaries as of the date you first become eligible to receive benefits under long-term disability (“LTD”) program in which the Company’s senior executives are eligible to participate or, if you do not become eligible to receive benefits under such Company LTD program, you have not returned to work by the six (6) month anniversary of your Disability onset date. Except as provided in this paragraph 7, if you become Disabled while employed during the Term, you will exclusively receive compensation under the STD program in accordance with its terms. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. If you have not returned to work by December 31st of a calendar year during the Term, you will receive bonus compensation for the calendar year(s) during the Term in which you receive compensation under the STD program, determined as follows:

(i) for the portion of the calendar year from January 1st until the date on which you first receive compensation under the STD program, bonus compensation shall be determined in accordance with the STIP (i.e., based upon the Company’s achievement of its goals and the Company’s good faith estimate of your achievement of your personal goals) and prorated for such period; and

(ii) for any subsequent portion of that calendar year and any portion of the following calendar year in which you receive compensation under the STD program, bonus compensation shall be in an amount equal to your Target Bonus and prorated for such period(s).

Subject to paragraph 18 hereof, bonus compensation under this paragraph 7 shall be paid, less applicable deductions and withholding taxes, by February 28th of the year(s) following the year as to which such bonus compensation is payable. You will not receive bonus compensation for any portion of the calendar year(s) during the Term while you receive benefits under the LTD program. For the periods that you receive compensation and benefits under the STD and LTD programs, such compensation and benefits and the bonus compensation provided under this paragraph 7 are in lieu of Salary and Bonus under paragraphs 3(a) and (b).

8. Termination.

(a) (i) Termination for Cause. The Company may, at its option, terminate your employment under this Agreement forthwith for Cause and the Company thereafter shall have no further obligations under this Agreement, including, without limitation, any obligation to pay Salary or Bonus or provide benefits. “Cause” shall mean: (i) dishonesty; (ii) embezzlement, fraud or other conduct which would constitute

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a felony or a misdemeanor involving fraud or perjury; (iii) willful unauthorized disclosure of Confidential Information; (iv) your failure to obey a material lawful directive that is appropriate to your position from an executive(s) in your reporting line; (v) your failure to comply with the written policies of the Company or CBS, including the CBS Business Conduct Statement or successor conduct statement as they apply from time to time; (vi) your material breach of this Agreement (including any representations herein); (vii) your failure (except in the event of your Disability) or refusal to substantially perform your material obligations under this Agreement; (viii) willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (ix) conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring you to public disrepute, scandal or ridicule or reflect unfavorably upon any of the Company’s businesses or those who conduct business with the Company, CBS and its affiliated entities. The Company will give you written notice prior to terminating your employment pursuant to (iv), (v), (vi), (vii), (viii) or (ix) of this paragraph 8(a), setting forth the nature of any alleged failure, breach or refusal in reasonable detail and the conduct required to cure, if capable of cure. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, you shall have ten (10) business days from the giving of such notice within which to cure any failure, breach or refusal under (iv), (v), (vi), (vii), (viii) or (ix) of this paragraph 8(a); provided, however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give you notice of such shorter period within which to cure as is reasonable under the circumstances.

(ii) Voluntary Resignation. You may, at your option, resign your employment under this Agreement at any time by providing the Company with at least thirty (30) days’ advance written notice, in which case, you shall be paid the Accrued Obligations (as defined in paragraph 8(c)), and such resignation shall not be deemed to be a breach of this Agreement.

(b) Termination Without Cause. The Company may terminate your employment under this Agreement without Cause at any time during the Term by written notice to you.

(c) Termination Payments/Benefits. In the event that your employment terminates under paragraph 8(b) during the Term hereof, subject to paragraph 18, you shall thereafter receive, less applicable withholding taxes, (x) any unpaid Salary through and including the date of termination, any unpaid Bonus earned for the calendar year prior to the calendar year in which you are terminated, any business expense reimbursements incurred but not yet approved and/or paid and such

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other amounts as are required to be paid or provided by law (the “Accrued Obligations”), payable within thirty (30) days following your termination date, and (y) subject to your compliance with paragraph 8(g) hereunder, the following payments and benefits:

(i) Salary: a severance amount equal to twelve (12) months of your then current base Salary described in paragraph 3(a), payable in accordance with the Company’s then effective payroll practices (your “Regular Payroll Amount”) as follows:

(A) beginning on the regular payroll date (“Regular Payroll Dates”) following your termination of employment, you will receive your Regular Payroll Amount on the Regular Payroll Dates that occur on or before March 15^th of the year following the year in which your employment terminates;

(B) beginning with the first Regular Payroll Date after March 15^th of the year following the year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of two times your annualized compensation or two times the Section 401(a)(17) limit for the year in which your termination occurs, $520,000 for 2014); provided, however, that in no event shall payment be made to you pursuant to this paragraph 8(c)(i)(B) later than December 31st of the second year following your termination of employment; and

(C) the balance of your Regular Payroll Amount, if any remains due, will be paid to you by payment of your Regular Payroll Amount on your Regular Payroll Dates beginning with the regular payroll date that follows the date of the final payment pursuant to paragraph 8(c)(i)(B);

provided, however, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS or the Company, as applicable) at the time of your termination and any portion of your Regular Payroll Amount that would be paid to you during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be paid to you

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in a lump sum on the earlier of (x) the first business day of the seventh month following the month in which your termination of employment occurs or (y) your death (the applicable date, the “Permissible Payment Date”) rather than as described in paragraph 8(c)(i)(A), (B) or (C), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 8(c) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A.

(ii) Prorated Bonus: a prorated bonus based the number of months that you were actively rendering services during the calendar year prior to your termination. The actual bonus amount shall be determined in a manner consistent with other Company executives with such bonus paid in the year following the year such bonus compensation is earned, but no later than February 28^th of such year.

(iii) Health Benefits: medical and dental insurance coverage for you and your eligible dependents provided under company paid COBRA benefits at no cost to you (except as hereafter described) pursuant to the Company’s benefit plans in which you participated in at the time of your termination of employment for a period of twelve (12) months, or if earlier, the date on which you become eligible for medical or dental coverage as the case may be from a third party; provided, that, during the period that the Company provides you with this coverage, an amount equal to the applicable COBRA premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your compensation for this purpose; provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law.

The amount of any payment provided for in clause (i) of this paragraph 8(c) shall be reduced by any compensation earned by you from any source, including, without limitation, salary, sign-on or annual bonus compensation, consulting fees, and commission payments, provided, that mitigation shall not be required, and no reduction for other compensation shall be made for earnings for services provided during the first six (6) months after the termination of your employment. You agree to advise the

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Company immediately and in writing of any employment for which you are receiving such payments and to provide documentation as requested by the Company with respect to such employment. The payments and benefits provided for in this paragraph 8(c)(i) are in lieu of any other severance or income continuation or protection under any Company or CBS plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in paragraph 8(c)(i)).

(d) Renewal Notice / Non-Renewal.

(i) If applicable, the Company shall notify you in writing six (6) months prior to the expiration of the Term of this Agreement if it intends to continue your employment beyond the expiration of the Term. If you are notified that the Company does intend to continue your employment beyond the Term, then you agree that you shall negotiate exclusively with the Company for the first 90 days following such notification. Nothing contained herein shall obligate the Company to provide an increase to your compensation hereunder upon such renewal.

(ii) If you remain employed on the date that is the last day of the Term, but have not entered into a new contractual relationship with the Company (or any of the Company’s subsidiaries), then, unless you agree to continue your employment following expiration of the Term on an “at will” basis, your employment with the Company shall terminate at the end of the Term and you will be entitled to receive the payments and benefits described in paragraph 8(c) on the same basis as if your termination of employment were a termination without Cause under paragraph 8(b) above, subject to your execution of a release in favor of the Company as further described in paragraph 8(g). If you agree to continue your employment with the Company on an “at will” basis following expiration of the Term, you will continue to be paid your Salary in effect immediately prior to the expiration of the Term and will continue to be eligible to receive a Bonus and annual LTMIP grants at the same target levels as in effect immediately prior to the expiration of the Term, but you acknowledge and agree that you will not be eligible to receive the payments and benefits described in paragraph 8(c) or any other severance payments or benefits under any other Company policy, plan, program or arrangement as a result of such non-renewal; provided, however, that if the Company subsequently terminates your “at will” employment without Cause (as that term is defined in paragraph 8(a)(i)), you will become eligible to receive severance under the then current Company severance policy applicable to executives at your level, subject to the terms of such severance policy (including your execution of a release in favor of the Company pursuant to such policy to the extent required).

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(e) Termination of Benefits. Notwithstanding anything in this Agreement to the contrary (except as otherwise provided in paragraph 8(c)(iii) with respect to medical and dental benefits), participation in all the Company benefit plans and programs (including, without limitation, vacation accrual, all retirement and related excess plans and LTD) will terminate upon the termination of your employment except to the extent otherwise expressly provided in such plans or programs and subject to any vested rights you may have under the terms of such plans or programs. The foregoing shall not apply to the LTMIP and, after the termination of your employment, your rights under the LTMIP shall be governed by the terms of the LTMIP award agreements or certificates and the applicable LTMIP plan(s) and this Agreement.

(f) Resignation from Official Positions. If your employment with the Company terminates for any reason, you shall be deemed to have resigned at that time from any and all officer or director positions that you may have held with the Company, CBS, or any of their respective affiliated companies and all board seats or other positions in other entities you held on behalf of the Company. If, for any reason, this paragraph 8(f) is deemed insufficient to effectuate such resignation, you agree to execute, upon the request of the Company, any documents or instruments which the Company may deem necessary or desirable to effectuate such resignation or resignations, and you hereby authorize the Secretary and any Assistant Secretary of the Company to execute any such documents or instruments as your attorney-in-fact.

(g) Release and Compliance with Paragraph 6.

(i) Notwithstanding any provision in this Agreement to the contrary, prior to payment by the Company of any amount or provision of any benefit pursuant to paragraph 8(c), within sixty (60) days following your termination of employment, (x) you shall have executed and delivered to the Company and CBS a general release in a form satisfactory to both and (y) such general release shall have become effective and irrevocable in its entirety (such date, the “Release Effective Date”); provided, however, that if, at the time any cash severance payments are scheduled to be paid to you pursuant to paragraph 8(c) you have not executed a general release that has become effective and irrevocable in its entirety, then any such cash severance payments shall be held and accumulated without interest, and shall be paid to you on the first Regular Payroll Date following the Release Effective Date. Your failure or refusal to sign and deliver the release or your revocation of an executed and delivered release in accordance with applicable laws, whether intentionally or unintentionally, will result in the forfeiture of the payments and benefits under paragraph 8(c). Notwithstanding the foregoing, if the sixty (60) day period does not begin and end in the same calendar year, then the Release Effective Date shall occur no earlier than January 1^st of the calendar year following the calendar year in which your termination occurs.

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(ii) Notwithstanding any provision in this Agreement to the contrary, the payments and benefits described in paragraph 8(c) shall immediately cease, and the Company shall have no further obligations to you with respect thereto, in the event that you materially breach any provision of paragraph 6 hereof.

9. Death. In the event of your death prior to the end of the Term while actively employed, your beneficiary or estate shall receive (i) your Salary up to the date on which the death occurs; (ii) any Bonus earned in the prior year but not yet paid; and (iii) bonus compensation for the calendar year in which the death occurs, determined in accordance with the STIP (i.e., based upon the Company’s achievement of its goals and the Company’s good faith estimate of your achievement of your personal goals) and pro-rated for the portion of the year through the date of death, payable, less applicable deductions and withholding taxes, by February 28th of the following year. In the event of your death after the termination of your employment while you are entitled to receive compensation under paragraph 8(c), your beneficiary or estate shall receive (x) any Salary payable under paragraph 8(c)(i) up to the date on which the death occurs; and (y) the prorated bonus payable under paragraph 8(c)(ii), payable in accordance with the schedule set forth in paragraph 8(c)(ii).

10. No Acceptance of Payments. You represent that you have not accepted or given nor will you accept or give, directly or indirectly, any money, services or other valuable consideration from or to anyone other than the Company for the inclusion of any matter as part of any film, television program or other production produced, distributed and/or developed by the Company, CBS, or any of their respective affiliated companies.

11. Equal Opportunity Employer; Employee Statement of Business Conduct. You recognize that the Company is an equal opportunity employer. You agree that you will comply with the Company policies regarding employment practices and with applicable federal, state and local laws prohibiting discrimination on the basis of race, color, sex, religion, national origin, citizenship, age, marital status, sexual orientation, disability or veteran status. In addition, you agree that you will comply with the Company’s and/or CBS’s Business Conduct Statement, as applicable.

12. Notices. All notices under this Agreement must be given in writing, by personal delivery or by registered mail, at the parties’ respective addresses shown on this Agreement (or any other address designated in writing by either party), with a copy, in the case of the Company, to the attention of the General Counsel of the Company, and in the case of CBS, to the attention of the General Counsel of CBS. Any notice given by registered mail shall be deemed to have been given three days following such mailing.

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13. Assignment. This is an Agreement for the performance of personal services by you and may not be assigned by you or the Company except that the Company may assign this Agreement to any affiliated company of or any successor in interest to the Company, provided such successor agrees to assume the Company’s obligations under this Agreement.

14. New York Law, Etc. You acknowledge that this Agreement has been executed, in whole or in part, in New York, and your employment duties are primarily performed in New York. Accordingly, you agree that this Agreement and all matters or issues arising out of or relating to your employment with the Company shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely therein.

15. No Implied Contract. Nothing contained in this Agreement shall be construed to impose any obligation on the Company or you to renew this Agreement or any portion thereof. The parties intend to be bound only upon execution of a written agreement and no negotiation, exchange of draft or partial performance shall be deemed to imply an agreement. Neither the continuation of employment nor any other conduct shall be deemed to imply a continuing agreement upon the expiration of the Term.

16. Entire Understanding. This Agreement contains the entire understanding of the parties hereto relating to the subject matter contained in this Agreement, and can be changed only by a writing signed by both parties.

17. Void Provisions. If any provision of this Agreement, as applied to either party or to any circumstances, shall be found by a court of competent jurisdiction to be unenforceable but would be enforceable if some part were deleted or the period or area of application were reduced, then such provision shall apply with the modification necessary to make it enforceable, and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

18. Deductions and Withholdings, Payment of Deferred Compensation – 409A.

(a) To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Code Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever (including, but not limited to as a result of this paragraph 18 or otherwise) shall the Company nor any of its affiliates be liable for any tax, interest or penalties that may be imposed on you under Code Section 409A. Neither the Company nor any of its affiliates have any obligation to indemnify or otherwise hold you harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. You acknowledge that you have been advised to obtain independent legal, tax or other counsel in connection with Code Section 409A.

Nancy Tostanoski

as of May 5, 2014

Page 16

(b) Your right to any in-kind benefit or reimbursement benefits pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company or CBS covered by this Agreement shall not be subject to liquidation or exchange for cash or another benefit.

19. Arbitration. If any disagreement or dispute whatsoever shall arise between the parties concerning this Agreement (including the documents referenced herein) or your employment with the Company, the parties hereto agree that such disagreement or dispute shall be submitted to arbitration before the American Arbitration Association (“AAA”), and that a neutral arbitrator will be selected in a manner consistent with its Employment Arbitration Rules and Mediation Procedures (“Rules”). Such arbitration shall be confidential and private and conducted in accordance with the Rules. Any such arbitration proceeding shall take place in New York City before a single arbitrator (rather than a panel of arbitrators). The parties agree that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in such arbitration. Each party shall bear its respective costs (including attorney’s fees, and there shall be no award of attorney’s fees). Judgment upon the final award rendered by such arbitrator, after giving effect to the AAA internal appeals process, may be entered in any court having jurisdiction thereof. Notwithstanding anything herein to the contrary, the Company shall be entitled to seek injunctive, provisional and equitable relief in a court proceeding as a result of your alleged violation of the terms of Section 6 of this Agreement, and you hereby consent and agree to exclusive personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.

20. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

[signature page to follow]

Nancy Tostanoski

as of May 5, 2014

Page 17

If the foregoing correctly sets forth our understanding, please sign, date and return all four (4) copies of this Agreement to the undersigned for execution on behalf of the Company; after this Agreement has been executed by the Company and a fully-executed copy returned to you, it shall constitute a binding agreement between us.

Very truly yours,
CBS OUTDOOR AMERICAS INC.
By:	/s/ Jeremy J. Male
	Jeremy J. Male
	Chief Executive Officer

ACCEPTED AND AGREED:
/s/ Nancy Tostanoski
Nancy Tostanoski
Dated:	4/18/2014

EX-10.32

Exhibit 10.32

AGREEMENT made as of the 15^th 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.

W I T N E S S E T H:

WHEREAS, CBS Outdoor desires to secure the services of Executive as Chief Marketing Officer, and Executive is willing to perform such services, upon the terms, provisions and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, it is agreed upon between CBS Outdoor and Executive as follows:

1. (a) CBS Outdoor shall employ Executive, and Executive shall hereby accept employment as Chief Marketing Officer, for a three (3) year term commencing April 1, 2013 and ending March 31, 2016 (the “Employment Term”). Each year of the Employment Term shall be herein referred to as a “Contract Year.” Should Executive remain employed by CBS Outdoor or CBS following the expiration of the Employment Term, the Executive’s status shall be as an “at will” employee, subject to such terms and conditions of employment as CBS Outdoor or CBS, as applicable, may in its sole discretion implement.

(b) CBS Outdoor shall advise Executive one hundred eighty (180) days prior to the end of the then scheduled Employment Term (the “Notice Period”) whether it wishes to negotiate with Executive regarding an extension of this Agreement or the terms of a new agreement for Executive’s services. If CBS Outdoor advises Executive of its desire to so negotiate, then, for ninety (90) days (“Negotiating Period”), Executive agrees to negotiate in good faith exclusively with CBS Outdoor regarding an extension of

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this Agreement or the terms of a new Agreement for Executive’s services. During the Negotiating Period, Executive shall not discuss or negotiate with any entity other than CBS Outdoor with respect to Executive’s services.

2. (a) CBS Outdoor agrees to pay Executive, and Executive agrees to accept from CBS Outdoor for Executive’s services hereunder, a base salary of Four Hundred Seventy-Five Thousand Dollars ($475,000) for the first Contract Year. Base salary shall be payable in accordance with the regular payroll practices of CBS. During the Employment Term, Executive’s base salary shall be subject to the potential of increase at CBS Outdoor’s discretion in accordance with CBS Compensation guidelines and practices; provided, however, that in no event shall Executive’s base salary be less than $475,000.

(b) CBS Outdoor agrees Executive shall be eligible to be considered for participation in the CBS Short-term Incentive Plan (“STIP”), i.e., CBS’s current bonus plan, or any successor plans to STIP. Executive shall have an annual bonus target equal to fifty percent (50%) of Executive’s base salary. Since STIP is administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of these awards, if any, shall be determined on an annual basis at the sole discretion of the Board of Directors of CBS, or the appropriate committee of such Board.

(c) CBS Outdoor further agrees that Executive shall be eligible to be considered for participation in the CBS Corporation 2009 Long-Term Incentive Plan (“LTIP”), i.e., CBS’s current long-term incentive plan, or any successor plans to LTIP,

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and shall be recommended for an annual grant with a Target Long-Term Incentive value equal to One Hundred Fifty Thousand Dollars ($150,000). Since the LTIP is administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of these awards, if any, shall be determined on an annual basis at the sole discretion of the Board of Directors of CBS, or the appropriate committee of such Board.

3. (a) Executive shall be eligible to participate in all plans now existing or hereafter adopted for the general benefit of CBS Outdoor employees for the period of such plans’ existence, subject to the provisions of such plans as the same may be in effect from time to time unless otherwise prescribed. Executive shall also be eligible to participate in other CBS benefit plans in which participation is limited to CBS Outdoor executives in positions comparable to or lesser than Executive’s. Since plans in this latter category are administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation because the discretion of the Board of Directors of CBS, or that of the appropriate committee of such Board, in granting participation, is absolute. To the extent Executive participates in any benefit plan, such participation shall be based upon Executive’s base salary, unless otherwise indicated in the plan document.

(b) Executive shall be eligible for vacation in accordance with CBS policy.

4. Executive agrees to devote all business time and attention to the affairs of CBS Outdoor, except during vacation periods and reasonable periods of illness or other incapacity consistent with the practices of CBS Outdoor for executives in comparable

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positions. Executive further agrees that Executive’s services shall be completely exclusive to CBS Outdoor during the Employment Term and that Executive will fulfill all fiduciary duties and exhibit a duty of loyalty to CBS Outdoor at all times. Executive also agrees to comply with all applicable CBS and CBS Outdoor policies, as may be amended from time to time.

5. (a) Executive acknowledges that Executive has been furnished a copy of CBS Corporation’s 2012 Business Conduct Statement (“BCS”). Executive represents and warrants that Executive has read and fully understands all of the requirements thereof, and that Executive is in full compliance with the terms of the BCS. Executive further represents and warrants that at all times during the term hereof, Executive shall perform Executive’s services hereunder in full compliance with the BCS, and with any revisions thereof or additions thereto.

(b) During the Employment Term, except as authorized by CBS, Executive shall not (i) give any interviews or speeches, or (ii) prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions or other creations, in either case, concerning CBS, or any of CBS’s affiliated companies or any of their respective officers, directors, agents, employees, suppliers or customers. For the avoidance of doubt, Executive has been authorized by CBS to make public statements and comments to the press in the same manner with respect to content, tone and forum as Executive has made such public statements and comments to the press in the course of her duties for CBS prior to the Employment Term.

(c) Executive shall act at all times with due regard to public morals, conventions, CBS Outdoor and CBS policies. If Executive shall have committed or does

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commit any act, or if Executive shall have conducted or does conduct herself in a manner, which shall be an offense involving moral turpitude under federal, state or local laws, or which might tend to bring Executive to public disrepute, contempt, scandal or ridicule, or which might tend to reflect unfavorably upon CBS Outdoor or CBS, CBS Outdoor shall have the right to terminate this Agreement upon notice to Executive given at any time following the date on which the commission of such act, or such conduct, shall have become known to CBS Outdoor.

6. Executive acknowledges that CBS Outdoor is an equal opportunity employer. Executive represents and warrants that Executive has read and fully understands the CBS Outdoor Equal Employment Opportunity (“EEO”) policy and that Executive is in full compliance with the terms of the EEO policy. Executive further represents and warrants that Executive will comply with the EEO policy and with applicable Federal, state and local laws prohibiting discrimination on the basis of race, color, national origin, religion, sex, age, disability, alienage or citizenship status, sexual orientation, veteran’s status, gender identity or gender expression, marital status, height or weight, genetic information or any other characteristic protected by law or CBS Outdoor or CBS policy during the Employment Term.

7. (a) In the event of Executive’s death, base salary payments and all other compensation to be paid pursuant to this Agreement shall cease immediately and this Agreement shall terminate at the time of death; provided, however, the estate of Executive shall receive any base salary due and not yet paid through the date of Executive’s death and any accrued but unused vacation to which Executive was entitled. The payments provided for in this paragraph 7(a) and paragraphs 7(b) and (c) below, in the event of death shall be made by February 28^th of the calendar year following the calendar year of Executive’s death.

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(b) If, during the Employment Term, CBS Outdoor properly terminates the employment of Executive for Cause, which for these purposes is defined as (i) dishonesty, fraud, misappropriation or embezzlement on the part of Executive, (ii) conviction for criminal activity other than minor traffic offenses, (iii) Executive’s repeated willful failure to perform services hereunder, or (iv) Executive’s breach of the provisions of paragraphs 4, 5, 6, 8, 9, 10, 11, 12 or 13 hereof, then CBS Outdoor shall immediately have the right to terminate this Agreement without further obligation of any nature, including but not limited to the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the payment of vested benefits and/or allowing Executive to be eligible for medical and dental benefits as required by law (each of the following: (i), (ii), (iii) and (iv) constitute “Cause”). If, during the Employment Term, CBS Outdoor terminates the employment of Executive on account of Executive’s disability or other incapacity, then CBS Outdoor shall have no further obligation to Executive hereunder; provided, however, that in the event of Executive’s disability or other incapacity CBS Outdoor may terminate this Agreement effective only after the expiration of a period the length of which shall be determined by the CBS Outdoor Human Resources Department pursuant to the then applicable CBS Outdoor short-term and long-term disability programs. Notwithstanding the foregoing, Executive shall be entitled to receive any base salary due and not yet paid and any accrued but unused vacation should Executive’s employment be terminated pursuant to this paragraph 7(b).

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(c) If, during the Employment Term, the employment of Executive by CBS Outdoor is terminated other than for Cause (as defined above), death, disability or other incapacity (hereinfter collectively referred to as “Termination Other Than for Cause”), then, upon execution of a release that becomes effective and irrevocable as provided in paragraph 19 below, Executive shall be entitled to receive a severance payment in the amount of twelve (12) months of base salary continuance at Executive’s then current base salary (the “Severance Payment”). Executive shall be required to mitigate the Severance Payment by seeking other employment following the termination of Executive’s employment and the Non-Compete Period as defined in paragraph 11 of this Agreement, and any compensation earned by Executive shall be deducted from the amount of continued salary due; provided, that mitigation shall not be required, and no reduction for other compensation shall be made for the first six (6) months after the termination of Executive’s employment. During the time that mitigation is required, Executive’s failure to conduct a good faith search for comparable employment shall relieve CBS Outdoor of all further obligations to pay Executive under this paragraph 7(c). Executive shall provide CBS Outdoor with an accounting of Executive’s efforts to find other employment within fifteen (15) days of receiving a written request from CBS Outdoor to do so. The Severance Payment provided for in this paragraph 7(c) is in lieu of any other severance payment or protection under any plan that may now or hereafter exist and shall be the sole and exclusive compensation payable in the event of a Termination Other Than for Cause. For the avoidance of doubt, following Executive’s Termination Other Than for Cause, CBS Outdoor shall have no further obligation to Executive of any nature, including but not limited to the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the

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payments and benefit entitlements expressly provided for in this paragraph 7(c). Notwithstanding the foregoing, Executive shall be entitled to receive any base salary due and not yet paid and any accrued but unused vacation should Executive’s employment be terminated pursuant to this paragraph 7(c), and in the event of Executive’s death, Executive’s estate shall receive any severance payment due and not yet paid through the date of Executive’s death. Nothing herein shall obligate CBS Outdoor to utilize Executive’s services. If the employment of Executive is terminated by CBS Outdoor for Cause or by reason of Executive’s disability, incapacity or death, this paragraph 7(c) shall not be applicable. To the extent payments provided for in this paragraph 7(c) are payable to Executive, such payments shall be made in accordance with CBS Outdoor’s then effective payroll practices (Executive’s “Regular Payroll Amount”) as follows:

i. beginning on the regular payroll date (“Regular Payroll Dates”) following the date Executive is terminated other than for Cause from Executive’s position, Executive will receive Executive’s Regular Payroll Amount on the Regular Payroll Dates that occur prior to March 15th of the year following the year in which Executive was terminated other than for Cause from Executive’s position;

ii. beginning with the first Regular Payroll Date on or after March 15^th of the year following the year in which Executive is terminated other than for Cause from Executive’s position, Executive will receive Executive’s Regular Payroll Amount, to the extent a balance, if any, remains due, until Executive has received an amount equal to the maximum amount permitted to be paid pursuant to Treasury

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Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of two times Executive’s annualized compensation or two times the Section 401(a)(17) limit for the year in which Executive is terminated other than for Cause from Executive’s position, which amount is $510,000 for 2013) provided, however, that in no event shall payment be made to Executive pursuant to this paragraph 7(c)(ii) later than December 31st of the second year following the year in which Executive was terminated other than for Cause from Executive’s position; and

iii. the balance of Executive’s Regular Payroll Amount, to the extent any remains due, will be paid to Executive by payment of Executive’s Regular Payroll Amount on Executive’s Regular Payroll Dates beginning with the regular payroll date that follows the date of the final payment pursuant to paragraph 7(c)(ii);

provided, however, that in the event that Executive is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (“Code Section 409A”) and as determined pursuant to procedures adopted by the Company) and has actually, or is deemed to have, incurred a “separation from service” within the meaning of Code Section 409A (“409A Termination”) and if any portion of Executive’s Regular Payroll Amount that would be paid to the Executive (for termination other than for Cause) during the six-month period following such 409A Termination constitutes deferred compensation (within the meaning of Code Section 409A), such portion shall be paid to Executive on the earlier of (A) the first business day of the seventh month following the

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month in which Executive’s 409A Termination occurs or (B) Executive’s death (the applicable date, the “Permissible Payment Date”) rather than as described in paragraph 7(c)(i),(ii) or (iii), as applicable, and remaining payments of base salary, if any, shall be paid to Executive or to Executive’s estate, as applicable, by payment of Executive’s Regular Payroll Amount on Executive’s Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Date. Each payment pursuant to this paragraph 7(c)(i), (ii) and (iii) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A. In addition, upon a termination other than for Cause, Executive shall also be eligible to receive a prorated bonus for that portion of the year of such termination during which Executive actively rendered such services, paid in accordance with the STIP. The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable executives, and such bonus, if any, less applicable deductions and withholding taxes, shall be payable by February 28 of the following calendar year in accordance with STIP guidelines.

Further, to the extent that a Termination Other Than for Cause is considered a “separation from service” within the meaning of Code Section 409A and which results in the Executive’s loss of eligibility for medical and/or dental benefits under CBS Outdoor’s then effective benefit plans, Executive shall be eligible for continued coverage under the existing plans applicable to Executive and/or continued medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. section 1161 et seq. (“COBRA”) for the earlier of (a) eighteen (18) months from the date of Executive’s termination, or (b) the date on which Executive becomes eligible for medical and dental coverage from a third-party

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employer. If Executive elects to continue Executive’s coverage under the CBS Medical and/or Dental Plans under COBRA, and if Executive signs the Release described in paragraph 19 hereof, CBS Outdoor will provide Executive’s coverage at no cost for a time period up to Twelve (12) months (assuming Executive does not become covered under another group plan sooner). Any COBRA coverage beyond this time period will be at Executive’s own cost. The amount CBS Outdoor will pay for continued medical and/or dental COBRA coverage following Executive’s Termination Other Than for Cause, if any, will be treated as taxable income and will be reported on a Form W-2, and CBS Outdoor may withhold taxes from Executive’s compensation for this purpose. The parties agree that, consistent with the provisions of Code Section 409A, the following in-kind benefit rules shall also apply: (a) the amount of in-kind benefits paid during a calendar year will not affect the in-kind benefits in any other calendar year; and (b) Executive’s right to in-kind benefits is not subject to liquidation or exchange for another benefit.

(d) For the avoidance of doubt, Executive acknowledges that Executive shall not be entitled to receive any severance payments upon the expiration of this Agreement if Executive continues to be employed on an “at-will” basis following the expiration of this Agreement, or if Executive resigns because no successor contract is agreed upon. However, at end of the Employment Term, if no new Agreement is reached and Executive does not continue to be employed on an “at-will” basis, upon execution of a release that becomes effective and irrevocable as provided in paragraph 19 below, Executive shall be entitled to receive a severance payment in the amount of twelve (12) months of base salary continuance at Executive’s then current base salary (the “Severance Payment”). Executive shall be required to mitigate the Severance Payment by seeking other employment following the end of the Employment Term if no

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new Agreement is reached and Executive does not continue to be employed on an “at will” basis, and any compensation earned by Executive shall be deducted from the amount of continued salary due; provided, that mitigation shall not be required, and no reduction for other compensation shall be made for the first six (6) months of this twelve (12) month period. During the time that mitigation is required, Executive’s failure to conduct a good faith search for comparable employment shall relieve CBS Outdoor of all further obligations to pay Executive under this paragraph 7(c). Executive shall provide CBS Outdoor with an accounting of Executive’s efforts to find other employment within fifteen (15) days of receiving a written request from CBS Outdoor to do so. In addition, at the end of the Employment Term, if no new Agreement is reached, Executive shall also be eligible to receive a prorated bonus for that portion of the year of such end of the Employment Term during which Executive actively rendered such services, paid in accordance with the STIP. The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable executives, and such bonus, if any, less applicable deductions and withholding taxes, shall be payable by February 28 of the following calendar year in accordance with STIP guidelines. Executive further acknowledges that Executive shall not be eligible to accrue additional vacation while receiving the Severance Payment provided for in paragraph 7(c), above.

(e) If Executive’s employment with CBS Outdoor terminates for any reason, then, unless otherwise determined by the Executive Vice President, General Counsel of CBS Corporation, Executive shall automatically be deemed to have resigned at that time from any and all officer or director positions that Executive may have held with CBS Outdoor or CBS or any of CBS Corporation’s affiliated companies and all

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board seats or other positions in other entities Executive held on behalf of CBS Outdoor, including any fiduciary positions (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by CBS Outdoor or CBS Corporation. Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance. If, however, for any reason this paragraph 7(e) is deemed insufficient to effectuate such resignation, Executive agrees to execute, upon the request of CBS Outdoor, CBS Corporation or any of its affiliated companies, any documents or instruments which CBS Outdoor or CBS Corporation may deem necessary or desirable to effectuate such resignation or resignations, and Executive hereby authorizes the Secretary and any Assistant Secretary of CBS Outdoor, CBS Corporation or any of its affiliated companies to execute any such documents or instruments as Executive’s attorney-in-fact.

8. CBS Outdoor shall own all right, title and interest for the maximum time period available under applicable law to the results of Executive’s services and all artistic materials and intellectual properties which are, in whole or in part, created, developed or produced by Executive during the Employment Term and which are suggested by or related to Executive’s employment hereunder or any activities to which Executive is assigned, and Executive shall not have or claim to have any right, title or interest therein of any kind or nature. Executive hereby undertakes and covenants to do all such further acts and execute all such further assignments, documents and instruments (including, without limitation, patent and copyright registrations and applications) as CBS may from time to time require or request to effectuate this paragraph 8, and in the event Executive fails to do so within fifteen (15) days of receiving written notice from CBS requesting the same, Executive hereby appoints CBS to execute such documents and

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instruments in its name and on its behalf as its duly authorized attorney and this appointment shall be deemed to be a power coupled with an interest and shall be irrevocable.

9. Executive agrees that, during the Employment Term and for one (1) year thereafter, Executive shall not, in any communications with the press or other media or any customer, client or supplier of CBS Outdoor, CBS or any of CBS Corporation’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of CBS Outdoor or CBS or any of CBS Corporation’s affiliated companies or any of their respective directors, officers or employees.

10. Executive agrees that, during the Employment Term and for one (1) year thereafter, Executive shall not, directly or indirectly: (i) employ or solicit the employment of any person who is then or has been within six (6) months prior thereto, an employee of CBS Outdoor, CBS or any of CBS’s affiliated companies; or (ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of CBS Outdoor, CBS or any of CBS’s affiliated companies with any customer, employee, consultant or supplier. Should CBS have reason to believe Executive is violating the terms of this Paragraph 10, CBS may contact any individual(s) necessary to (a) determine the existence of a violation and (b) enforce this Paragraph 10, without being deemed to have violated the confidentiality terms of any written agreement between Executive and CBS Outdoor or CBS Corporation.

11. Executive agrees that Executive’s employment with CBS Outdoor is on an exclusive basis and that, while Executive is employed by CBS Outdoor, Executive will not engage in any other business activity which is in conflict with Executive’s duties and

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obligations (including Executive’s commitment of time) under this Agreement. Executive agrees that, during the Non-Compete Period (as defined below), Executive shall not directly or indirectly engage in or participate as an owner, partner, member, stockholder, officer, employee, director, agent of or consultant for any business competitive with any business of CBS Outdoor, without the written consent of CBS Outdoor; provided, however, that this provision shall not prevent Executive from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The Non-Compete Period shall cover the entire Employment Term, provided, however, that, if Executive’s employment terminates before the then scheduled end of the Employment Term, the Non-Compete Period shall terminate on: (i) the date that is twelve (12) months after CBS Outdoor terminates Executive’s employment without Cause even if these twelve (12) months extend beyond the end of the Employment Term; or (ii) the date that base salary continuation payments are no longer being made to Executive pursuant to paragraph 7(c); or (iii) twelve (12) months after CBS Outdoor terminates Executive’s employment for Cause even if these twelve (12) months extend beyond the end of the Employment Term. “Cause” has the meaning provided in paragraph 7(b).

12. Executive agrees that during Executive’s employment hereunder and at any time thereafter, (i) Executive shall not use for any purpose other than the duly authorized business of CBS Outdoor or CBS, or disclose to any third party, any information relating to CBS Outdoor, CBS or any of its affiliated companies which is proprietary to CBS Outdoor, CBS or any of CBS’s affiliated companies (“Confidential Information”), including any trade secret or any written (including in any electronic

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form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of Executive’s duties under this Agreement consistent with CBS’s policies); and (ii) Executive will comply with any and all confidentiality obligations of CBS Outdoor to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which (x) is or becomes generally available to the public other than as a result of a disclosure by Executive or at Executive’s direction or by any other person who directly or indirectly receives such information from Executive, or (y) is or becomes available to Executive on a non-confidential basis from a source which is entitled to disclose it to Executive.

13. (a) Executive agrees that during the Employment Term and for one (1) year thereafter and, if longer, during the pendency of any litigation or other proceeding, (x) Executive shall not communicate with anyone (other than Executive’s own attorneys and tax advisors), except to the extent necessary in the performance of Executive’s duties under this Agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving CBS Outdoor, CBS or any of CBS’s affiliated companies, other than any litigation or other proceeding in which Executive is a party-in-opposition, without giving prior notice to CBS Outdoor or its counsel; and (y) in the event that any other party attempts to obtain information or documents from Executive with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, Executive shall promptly notify CBS Outdoor or its counsel before providing any information or documents.

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(b) Executive agrees to cooperate with CBS Outdoor and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involved prior to the termination of Executive’s employment. Executive’s cooperation shall include, without limitation, providing assistance to CBS Outdoor’s counsel, experts or consultants, and providing truthful testimony in pretrial and trial or hearing proceedings and any travel related to Executive’s attendance at such proceedings. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, CBS Outdoor will (x) seek to minimize interruptions to Executive’s schedule to the extent consistent with its interests in the matter; and (y) reimburse Executive for all reasonable and appropriate out-of-pocket expenses in a manner consistent with CBS Outdoor policy, but in no event later than December 31 of the year following the year in which Executive incurs the related expenses.

(c) Executive agrees that Executive will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves CBS Outdoor, CBS or any of CBS’s affiliated companies, or which may create the impression that such testimony is endorsed or approved by CBS Outdoor, CBS or any of CBS’s affiliated companies, without advance notice (including the general nature of the testimony) to and, if such testimony is without subpoena or other compulsory legal process the approval of, the Executive Vice President, General Counsel of CBS.

14. CBS Outdoor has entered into this Agreement in order to obtain the benefit of Executive’s unique skills, talent, and experience. Executive acknowledges and agrees that any violation of paragraphs 4 through 6 or 8 through 13 of this Agreement

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will result in irreparable damage to CBS Outdoor, and, accordingly, CBS Outdoor may obtain injunctive and other equitable relief for any breach or threatened breach of such paragraphs, in addition to any other remedies available to CBS Outdoor, and Executive hereby consents and agrees to exclusive personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.

15. Except as provided in paragraph 14 of this Agreement, if any disagreement or dispute whatsoever shall arise between the parties concerning this Agreement (including the documents referenced herein) or Executive’s employment with CBS Outdoor (a “Matter In Dispute”), the parties hereto agree that such Matter In Dispute shall be privately arbitrated rather than contested in a court of law before a judge or jury. Any and all Matters In Dispute must be brought in the parties’ individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. Thus, by agreeing to the terms of this agreement, Executive is hereby waiving any right Executive might otherwise have to litigate a Matter In Dispute as a class or representative proceeding. Any and all Matters In Dispute shall be submitted to arbitration before JAMS Employment Practice, and a neutral arbitrator will be selected in a manner consistent with JAMS Employment Arbitration Rules (“Rules”). Such arbitration shall be confidential and private and conducted in accordance with the Rules. Any such arbitration proceeding shall take place in New York City before a single arbitrator (rather than a panel of arbitrators). The parties agree that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in such arbitration. Each party shall bear its respective costs (including attorney’s fees, and there shall be no award of attorney’s fees). Judgment upon the final award rendered by such arbitrator may be entered in any court having jurisdiction thereof.

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16. Executive represents and warrants:

(a) that Executive has capacity to enter into this Agreement,

(b) that Executive has entered into this Agreement voluntarily and with a full understanding of its terms, and

(c) that Executive is not subject to restrictive covenants or other contractual limitations with any other employer, company, entity or person that would by breached by Executive becoming a party to this Agreement.

17. This Agreement contains the entire understanding of the parties with respect to the subject matter thereof, supersedes any and all prior agreements of the parties with respect to the subject matter thereof, and cannot be changed or extended except by a writing signed by both parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, executors, heirs, administrators, successors and assigns; provided, however, that Executive shall have no right to assign this Agreement or delegate Executive’s obligations hereunder. This Agreement and all matters and issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely within the State of New York, with respect to the determination of any claim, dispute or disagreement, which may arise out of the interpretation, performance or breach of this Agreement. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court or duly appointed arbitrator to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability thereof.

– 19 –

18. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Code Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever (including, but not limited to as a result of this paragraph 16 or otherwise) shall CBS Outdoor be liable for any tax, interest or penalties that may be imposed on Executive (or Executive’s beneficiaries, successors or representatives) under Code Section 409A. Neither CBS Outdoor, CBS nor any of CBS’s affiliates shall have any obligation to indemnify or otherwise hold Executive harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Code Section 409A.

19. Notwithstanding any provision herein to the contrary, CBS Outdoor’s obligation to make the payments provided for in paragraph 7(c) shall be conditioned on Executive’s execution of an effective release (with all periods for revocation set forth therein having expired), such date the “Release Effective Date,” in favor of CBS Outdoor, CBS and its affiliated companies in a form satisfactory to CBS Outdoor within 45 days following Executive’s termination from Executive’s position; provided, however, that if, at the time any severance payments are scheduled to be paid to Executive pursuant to paragraph 7(c) Executive has not executed a release that has become effective and irrevocable in its entirety, then any such severance payments shall be held and accumulated without interest, and shall be paid to Executive on the first Regular Payroll Date following the Release Effective Date. Executive’s failure or refusal to sign and deliver the release or Executive’s revocation of an executed and delivered release in accordance with applicable laws, whether intentionally or unintentionally, will result in

– 20 –

the forfeiture of the payments and benefits under paragraph 7(c). Notwithstanding the foregoing, if the 45-day period does not begin and end in the same calendar year, then the Release Effective Date shall be deemed to be the later of (i) the first business day in the year following the year in which Executive’s position is terminated or (ii) the Release Effective Date (without regard to this proviso). In addition, the payments and benefits described in paragraph 7(c) shall immediately cease, and CBS Outdoor shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision of paragraphs 4 through 6 and 8 through 13 hereof.

20. All notices or other communications hereunder shall be given in writing and shall be deemed given if served personally or mailed by registered or certified mail, return receipt requested, to the parties at their addresses above indicated.

21. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

– 21 –

IN WITNESS WHEREOF, the parties have executed this Agreement as of April 15, 2013.

CBS Outdoor
By	/s/ Anthony Ambrosio
	Anthony Ambrosio
	Executive Vice President
	Human Resources and Administration
By	/s/ Jodi Senese
	Jodi Senese

– 22 –

EX-10.33

Exhibit 10.33

July 23, 2014

Mr. Wally Kelly

c/o CBS Outdoor Americas Inc.

405 Lexington Avenue

New York, NY 10174

Dear Wally:

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”).

1. This Letter Agreement will confirm our mutual agreement that your employment with CBSO will cease at 5:00p.m., Eastern Time, on Wednesday, December 31, 2014 (the “Separation Date”).

2. Following your execution of this Letter Agreement (such date, the “Execution Date”), you will be relieved of the duties and responsibilities of your current position as President and Chief Operating Officer, and you will have no further authority to conduct business or make commitments on behalf of CBSO and its subsidiaries without my advance approval. During the period which begins on the Execution Date and continuing through the Separation Date (such period, the “Advisor Period”), you will serve as a Senior Advisor. The exact nature of your duties and responsibilities in such role will be mutually determined by you and CBSO as business needs warrant, from time to time, consistent with your former role. Without limitation on future duties and responsibilities, it is noted that your duties and responsibilities as a Senior Advisor will include assisting me with the general transition of your former duties.

3. CBSO agrees that you will be afforded a reasonable opportunity to review and comment on any CBSO press release or other external communication pertaining to your departure prior to its release.

4. CBSO acknowledges that the circumstances of your departure on the Separation Date constitute a termination without Cause pursuant to paragraph 8(c) of the Employment Agreement, and you agree that this Letter Agreement constitutes the notice of termination required by paragraph 8(c) of the Employment Agreement. Subject to your compliance with the requirements of paragraph 8(h) of the Employment Agreement, you will be paid or provided, as applicable, the payments and benefits described in paragraph 8(d)(i) of the Employment Agreement in accordance with the terms of such provision. For the sake of clarity and avoidance of doubt, CBSO will enforce the mitigation provisions in paragraph 8(d)(ii) of the Employment Agreement only to the extent that you engage in a for-profit business activity that competes for advertiser spend in media, particularly, Out-of-Home, Radio or TV media.

Mr. Wally Kelly

July 23, 2014

Page 2

5. Notwithstanding paragraph 5 of the Employment Agreement, you agree to cease using and return to CBSO Human Resources your company-issued American Express card after the Execution Date, and to submit for reimbursement any business expenses incurred on or before to the Execution Date within thirty (30) days thereafter. During the Advisor Period, you agree not to incur any additional business expenses that have not been pre-authorized by me or by CBSO’s Executive Vice President and Chief Financial Officer. To the maximum extent possible, any such pre-authorized expenses will be paid directly to the provider of any product of service, but if you are required to pay for any such expenses out-of-pocket, you will be promptly reimbursed in accordance with paragraph 5 of the Employment Agreement.

6. You acknowledge and agree that the covenants set forth in paragraph 6 of the Employment Agreement shall continue to apply during the Advisor Period and thereafter for the periods described therein.

7. Neither you nor CBSO will disclose, publish, publicize, or disseminate, or cause to be disclosed, published, publicized, or disseminated, any information relating to the contents of this Letter Agreement or the discussions that led up to it (“the Prohibited Disclosures”), except in response to subpoena, judicial order, or otherwise required by legal process, or except as may be provided herein. This paragraph 7 shall not be construed to prevent you from describing your duties, dates of employment, and responsibilities at CBSO in connection with any effort you may undertake to obtain employment or in connection with any other opportunities.

Very truly yours,
CBS Outdoor Americas Inc.
By:	/s/ Jeremy J. Male
	Jeremy J. Male
	Chief Executive Officer

ACCEPTED AND AGREED:

/s/ Wally Kelly

Wally Kelly

Date: 7.24.2014

EX-12.1

Exhibit 12.1

OUTFRONT MEDIA INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	For the Nine Months Ended September 30,				For the Years Ended December 31,
(in millions, except ratios)	2014		2013		2013		2012		2011		2010		2009
Income before benefit (provision) for income taxes and equity in earnings of investee companies	$	74.8	$	162.1	$	237.6	$	200.2	$	193.2	$	126.6	$	42.5
Add:
Fixed charges		141.4		76.8		97.5		94.5		93.8		93.3		97.8
Distributions from investee companies		3.2		3.9		4.4		6.4		6.2		1.4		2.4
Total earnings from continuing operations	$	219.4	$	242.8	$	339.5	$	301.1	$	293.2	$	221.3	$	142.7
Fixed charges:
Interest expensed	$	57.6	$	3.4	$	0.2	$	0.1	$	0.7	$	0.3	$	1.3
Amortization of deferred financing costs and debt discount		10.7		—		—		—		—		—		—
Estimated interest within rental expense		73.1		73.4		97.3		94.4		93.1		93.0		96.5
Total fixed charges	$	141.4	$	76.8	$	97.5	$	94.5	$	93.8	$	93.3	$	97.8
Ratio of earnings to fixed charges		1.6x		3.2x		3.5x		3.2x		3.1x		2.4x		1.5x

EX-21.1

Exhibit 21.1

Subsidiaries of Registrant

DOMESTIC

Subsidiary Name	Jurisdiction of Organization
Anastasia Advertising Art, Inc.	Florida
Atlantic Prospect, Inc.	New York
Bustop Shelters of Nevada, Inc.	Nevada
CBS Outdoor Puerto Rico Inc.	Puerto Rico
Century Prince Street, Inc.	New York
Design-Graphics Inc.	Florida
Fuel Outdoor LLC	New York
Fuel Outdoor Holdings LLC	Delaware
Fuel Outdoor San Francisco LLC	Delaware
Metro Fuel LLC	Delaware
Millennium Billboards L.L.C.	New York
Mizey Realty Co., Inc.	New York
Motion Pictures Promotions, LLC	New York
New York Subways Advertising Co., Inc.	Arizona
Outfront Media VW Communications LLC	New York
Outdoor Inc.	Maryland
Outdoor Management Network, Inc.	California
Outdoor Systems Americas 1 (Delaware), LLC	Delaware
Outdoor Systems Americas 2 (Delaware), LLC	Delaware
Outdoor Systems Americas 3 (Delaware), LLC	Delaware
Outdoor Systems Electrical Corp.	New York
Outfront Media Boston LLC	New York
Outfront Media Bus Advertising LLC	New York
Outfront Media Capital Corporation	Delaware
Outfront Media Capital LLC	Delaware
Outfront Media Chicago LLC	New York
Outfront Media Citylites LLC	New York
Outfront Media Electrical & Maintenance LLC	New York
Outfront Media Group LLC	Delaware
Outfront Media IOA Holdings LLC	Delaware
Outfront Media Kiosk Advertising LLC	New York
Outfront Media L.A. Inc.	Delaware
Outfront Media LLC	Delaware
Outfront Media Outernet Inc.	Delaware
Outfront Media Sports Inc.	Delaware
Outfront Media Miami LLC	Delaware
Outfront Media Miami Holdings LLC	New York
Outfront Media Minnesota LLC	New York
Outfront Media San Francisco LLC	New York
Outfront Media Sign Erectors LLC	New York
Outfront Media Transportation Advertising LLC	New York
Outfront Media Wall to Wall LLC	Delaware
Raven Media LLC	Delaware
Salm Enterprises, Inc.	California
SDI Raven LLC	Delaware
TDI Northwest, Inc.	Washington
Transportation Displays Inc.	Delaware
Raven Media LLC	Delaware
Wilson-Curtis, Inc.	Missouri

FOREIGN

Subsidiary Name	Jurisdiction of Organization
3261823 Nova Scotia Company	Canada
559733 British Columbia Ltd.	Canada
Advertising Systems HoldCo C.V.	The Netherlands
CBS Midia Exterior Ltda	Brazil
CBS Outdoor Advertising Uruguay S.A.	Uruguay
CBS Outdoor Argentina	Argentina
CBS Outdoor Brasil Limitada	Brazil
CBS Outdoor Chile S.A.	Chile
Eppar – Empresa de Paineis e Participacoes Ltda.	Brazil
Fusionante Vendor, S. de R.L. de C.V.	Mexico
International Outdoor Advertising Holdings Company	Cayman Islands
IOAHC Investments Company Uruguay Co.	Cayman Islands
IOAHC Investments Co.	Cayman Islands
IOA Prolix Co.	Cayman Islands
Outdoor Systems Americas ULC	Canada (Alberta)
Outdoor Systems Americas Holdco Sub Coöperatief U.A.	The Netherlands
Outdoor Systems Americas Netherlands NewCo B.V.	The Netherlands
Outfront Media BV	The Netherlands
Outfront Media Canada LP	Canada
Outfront Media Canada GP Co.	Canada
Publibus Sociedad Anonima	Uruguay
Servicios Administrativos America, S. de R.L. de C.V.	Mexico
Techmidia Publicidade Exterior S.A.	Brazil
Vendor Publicidad Exterior S. de R.L. de CV	Mexico

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of OUTFRONT Media Inc. (formerly CBS Outdoor Americas Inc.) of our report dated February 18, 2014 except for the effects of the stock split discussed in Note 1 to the combined consolidated financial statements, as to which the date is March 17, 2014, and except for the effects of the cash flow revision discussed in Note 1 and the condensed consolidating financial information discussed in Note 17 to the combined consolidated financial statements, as to which the date is December 22, 2014, relating to the financial statements and financial statement schedules of OUTFRONT Media Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

December 22, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of OUTFRONT Media Inc. (formerly CBS Outdoor Americas Inc.) of our report dated June 19, 2014, except for the reportable segment discussed in Note 18 and for the effect of the cash flow revision discussed in Note 2, as to which the date is December 22, 2014, relating to the financial statements of the Outdoor Advertising business of Van Wagner Communications, LLC, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, NY

December 22, 2014

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification no.)

60 WALL STREET NEW YORK, NEW YORK	10005
(Address of principal executive offices)	(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Lynne Malina

Legal Department

60 Wall Street, 37th Floor

New York, New York 10005

(212) 250 – 0677

(Name, address and telephone number of agent for service)

Outfront Media Capital LLC

and

Outfront Media Capital Corporation,

wholly owned subsidiaries of

OUTFRONT Media Inc.

(Exact name of obligor as specified in its charter)

Additional Registrants Listed on Schedule A Hereto

Outfront Media Capital LLC Delaware	Outfront Media Capital Corporation Delaware
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
46-4221811	35-2490863
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)

405 Lexington Avenue, 17th Floor New York, New York	10174
(Address of principal executive offices)	(Zip Code)

5.250% Senior Notes due 2022

(Title of the Indenture securities)

SCHEDULE A

Name	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Century Prince Street, Inc.	New York	20-3375351
Fuel Outdoor LLC	New York	26-0074879
Fuel Outdoor Holdings LLC	Delaware	20-3995011
Fuel Outdoor San Francisco LLC	Delaware	20-4663829
Metro Fuel LLC	Delaware	20-5376145
Millennium Billboards L.L.C.	New York	13-4006979
Mizey Realty Co., Inc.	New York	13-4042269
Motion Pictures Promotions, LLC	New York	45-2384053
Outdoor Inc.	Maryland	86-0736400
Outfront Media Boston LLC	New York	27-0631945
Outfront Media Bus Advertising LLC	New York	20-3168797
Outfront Media Chicago LLC	New York	27-0631907
Outfront Media Citylites LLC	New York	45-2447339
Outfront Media Electrical & Maintenance LLC	New York	13-4084174
Outfront Media Group LLC	Delaware	13-2660769
OUTFRONT Media Inc.	Maryland	46-4494703
Outfront Media Kiosk Advertising LLC	New York	13-4054284
Outfront Media L.A. Inc.	Delaware	54-2092523
Outfront Media LLC	Delaware	46-4042148
Outfront Media Miami Holdings LLC	New York	27-0631866
Outfront Media Miami LLC	Delaware	20-5053402
Outfront Media Minnesota LLC	New York	27-3978383
Outfront Media Outernet Inc.	Delaware	04-3531204
Outfront Media San Francisco LLC	New York	27-0631817
Outfront Media Sign Erectors LLC	New York	13-4089506
Outfront Media Sports Inc.	Delaware	77-0141025
Outfront Media Transportation Advertising LLC	New York	20-5694015
Outfront Media VW Communications LLC	New York	13-3984032
Outfront Media Wall to Wall LLC	Delaware	22-3666517

Item 1. General Information.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 2 -	Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 -	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 -	The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2014. Copy attached.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 25th day of November, 2014.

DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/ CAROL NG
		CAROL NG
		VICE PRESIDENT

DEUTSCHE BANK TRUST COMPANY AMERICAS		FFIEC 031
Legal Title of Bank		Page 16 of 79
NEW YORK		RC-1
City
NY	10005
State	Zip Code
FDIC Certificate Number: 00623

Consolidated Report of Condition for Insured Banks and Savings Associations for September 30, 2014

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

	Dollar Amounts in Thousands		RCFD	Tril | Bil | Mil | Thou
Assets
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)			0081		148,000	1.a
b. Interest-bearing balances (2)			0071		25,772,000	1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)			1754		0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)			1773		0	2.b
3. Federal funds sold and securities purchased under agreements to resell:			RCON
a. Federal funds sold in domestic offices			B987		110,000	3.a
			RCFD
b. Securities purchased under agreements to resell (3)			B989		12,653,000	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale			5369		0	4.a
b. Loans and leases, net of unearned income	B528	15,928,000				4.b
c. LESS: Allowance for loan and lease losses	3123	30,000				4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)			B529		15,898,000	4.d
5. Trading assets (from Schedule RC-D)			3545		80,000	5
6. Premises and fixed assets (including capitalized leases)			2145		18,000	6
7. Other real estate owned (from Schedule RC-M)			2150		2,000	7
8. Investments in unconsolidated subsidiaries and associated companies			2130		0	8
9. Direct and indirect investments in real estate ventures			3656		0	9
10. Intangible assets:
a. Goodwill			3163		0	10.a
b. Other intangible assets (from Schedule RC-M)			0426		37,000	10.b
11. Other assets (from Schedule RC-F)			2160		607,000	11
12. Total assets (sum of items 1 through 11)			2170		55,325,000	12

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	Page 16a of 79
FDIC Certificate Number:  00623	RC-1a

Schedule RC—Continued

	Dollar Amounts in Thousands		RCON	Tril | Bil | Mil | Thou
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			2200		42,822,000	13.a
(1) Noninterest-bearing (4)	6631	26,234,000				13.a.1
(2) Interest-bearing	6636	16,588,000				13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			RCFN
(from Schedule RC-E, part II)			2200		1,000	13.b
(1) Noninterest-bearing	6631	1,000				13.b.1
(2) Interest-bearing	6636	0				13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:			RCON
a. Federal funds purchased in domestic offices (5)			B993		2,091,000	14.a
			RCFD
b. Securities sold under agreements to repurchase (6)			B995		0	14.b
15. Trading liabilities (from Schedule RC-D)			3548		22,000	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)			3190		59,000	16
17. and 18. Not applicable

(4) Includes noninterest-bearing demand, time, and savings deposits.

(5) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(6) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	Page 17 of 79
FDIC Certificate Number:  00623	RC-2

			Dollar Amounts in Thousands	RCFD	Tril | Bil | Mil | Thou
Liabilities—Continued
19. Subordinated notes and debentures (1)				3200		0	19
20. Other liabilities (from Schedule RC-G)				2930		1,628,000	20
21. Total liabilities (sum of items 13 through 20)				2948		46,623,000	21
22. Not applicable
Equity Capital
Bank Equity Capital
23. Perpetual preferred stock and related surplus				3838		0	23
24. Common stock				3230		2,127,000	24
25. Surplus (excludes all surplus related to preferred stock)				3839		596,000	25
26. a. Retained earnings				3632		5,896,000	26.a
b. Accumulated other comprehensive income (2)				B530		-31,000	26.b
c. Other equity capital components (3)				A130		0	26.c
27. a. Total bank equity capital (sum of items 23 through 26.c)				3210		8,588,000	27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries				3000		114,000	27.b
28. Total equity capital (sum of items 27.a and 27.b)				G105		8,702,000	28
29. Total liabilities and equity capital (sum of items 21 and 28)				3300		55,325,000	29
Memoranda
To be reported with the March Report of Condition.
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2013			RCFD		Number
				6724		N/A	M.1
1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank	4 =	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
2 =	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)	5 =	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
		6 =	Review of the bank’s financial statements by external auditors
		7 =	Compilation of the bank’s financial statements by external auditors
3 =	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm.	8 =	Other audit procedures (excluding tax preparation work)
		9 =	No external audit work
To be reported with the March Report of Condition.				RCON		MM / DD
2.	Bank’s fiscal year-end date			8678		N/A	M.2

(1) Includes limited-life preferred stock and related surplus.

(2) Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other post retirement plan adjustments.

(3) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-25.2

Exhibit 25.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification no.)

60 WALL STREET NEW YORK, NEW YORK	10005
(Address of principal executive offices)	(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Lynne Malina

Legal Department

60 Wall Street, 37th Floor

New York, New York 10005

(212) 250 – 0677

(Name, address and telephone number of agent for service)

Outfront Media Capital LLC

and

Outfront Media Capital Corporation,

wholly owned subsidiaries of

OUTFRONT Media Inc.

(Exact name of obligor as specified in its charter)

Additional Registrants Listed on Schedule A Hereto

Outfront Media Capital LLC Delaware	Outfront Media Capital Corporation Delaware
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
46-4221811	35-2490863
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)

405 Lexington Avenue, 17th Floor New York, New York	10174
(Address of principal executive offices)	(Zip Code)

5.625% Senior Notes due 2024

(Title of the Indenture securities)

SCHEDULE A

Name	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Century Prince Street, Inc.	New York	20-3375351
Fuel Outdoor LLC	New York	26-0074879
Fuel Outdoor Holdings LLC	Delaware	20-3995011
Fuel Outdoor San Francisco LLC	Delaware	20-4663829
Metro Fuel LLC	Delaware	20-5376145
Millennium Billboards L.L.C.	New York	13-4006979
Mizey Realty Co., Inc.	New York	13-4042269
Motion Pictures Promotions, LLC	New York	45-2384053
Outdoor Inc.	Maryland	86-0736400
Outfront Media Boston LLC	New York	27-0631945
Outfront Media Bus Advertising LLC	New York	20-3168797
Outfront Media Chicago LLC	New York	27-0631907
Outfront Media Citylites LLC	New York	45-2447339
Outfront Media Electrical & Maintenance LLC	New York	13-4084174
Outfront Media Group LLC	Delaware	13-2660769
OUTFRONT Media Inc.	Maryland	46-4494703
Outfront Media Kiosk Advertising LLC	New York	13-4054284
Outfront Media L.A. Inc.	Delaware	54-2092523
Outfront Media LLC	Delaware	46-4042148
Outfront Media Miami Holdings LLC	New York	27-0631866
Outfront Media Miami LLC	Delaware	20-5053402
Outfront Media Minnesota LLC	New York	27-3978383
Outfront Media Outernet Inc.	Delaware	04-3531204
Outfront Media San Francisco LLC	New York	27-0631817
Outfront Media Sign Erectors LLC	New York	13-4089506
Outfront Media Sports Inc.	Delaware	77-0141025
Outfront Media Transportation Advertising LLC	New York	20-5694015
Outfront Media VW Communications LLC	New York	13-3984032
Outfront Media Wall to Wall LLC	Delaware	22-3666517

Item 1. General Information.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 2 -	Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 -	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 -	The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2014. Copy attached.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 25th day of November, 2014.

DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/ CAROL NG
		CAROL NG
		VICE PRESIDENT

DEUTSCHE BANK TRUST COMPANY AMERICAS		FFIEC 031
Legal Title of Bank		Page 16 of 79
NEW YORK		RC-1
City
NY	10005
State	Zip Code
FDIC Certificate Number: 00623

Consolidated Report of Condition for Insured Banks and Savings Associations for September 30, 2014

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

	Dollar Amounts in Thousands		RCFD	Tril | Bil | Mil | Thou
Assets
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)			0081		148,000	1.a
b. Interest-bearing balances (2)			0071		25,772,000	1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)			1754		0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)			1773		0	2.b
3. Federal funds sold and securities purchased under agreements to resell:			RCON
a. Federal funds sold in domestic offices			B987		110,000	3.a
			RCFD
b. Securities purchased under agreements to resell (3)			B989		12,653,000	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale			5369		0	4.a
b. Loans and leases, net of unearned income	B528	15,928,000				4.b
c. LESS: Allowance for loan and lease losses	3123	30,000				4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)			B529		15,898,000	4.d
5. Trading assets (from Schedule RC-D)			3545		80,000	5
6. Premises and fixed assets (including capitalized leases)			2145		18,000	6
7. Other real estate owned (from Schedule RC-M)			2150		2,000	7
8. Investments in unconsolidated subsidiaries and associated companies			2130		0	8
9. Direct and indirect investments in real estate ventures			3656		0	9
10. Intangible assets:
a. Goodwill			3163		0	10.a
b. Other intangible assets (from Schedule RC-M)			0426		37,000	10.b
11. Other assets (from Schedule RC-F)			2160		607,000	11
12. Total assets (sum of items 1 through 11)			2170		55,325,000	12

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	Page 16a of 79
FDIC Certificate Number:  00623	RC-1a

Schedule RC—Continued

	Dollar Amounts in Thousands		RCON	Tril | Bil | Mil | Thou
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			2200		42,822,000	13.a
(1) Noninterest-bearing (4)	6631	26,234,000				13.a.1
(2) Interest-bearing	6636	16,588,000				13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			RCFN
(from Schedule RC-E, part II)			2200		1,000	13.b
(1) Noninterest-bearing	6631	1,000				13.b.1
(2) Interest-bearing	6636	0				13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:			RCON
a. Federal funds purchased in domestic offices (5)			B993		2,091,000	14.a
			RCFD
b. Securities sold under agreements to repurchase (6)			B995		0	14.b
15. Trading liabilities (from Schedule RC-D)			3548		22,000	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)			3190		59,000	16
17. and 18. Not applicable

(4) Includes noninterest-bearing demand, time, and savings deposits.

(5) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(6) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	Page 17 of 79
FDIC Certificate Number:  00623	RC-2

			Dollar Amounts in Thousands	RCFD	Tril | Bil | Mil | Thou
Liabilities—Continued
19. Subordinated notes and debentures (1)				3200		0	19
20. Other liabilities (from Schedule RC-G)				2930		1,628,000	20
21. Total liabilities (sum of items 13 through 20)				2948		46,623,000	21
22. Not applicable
Equity Capital
Bank Equity Capital
23. Perpetual preferred stock and related surplus				3838		0	23
24. Common stock				3230		2,127,000	24
25. Surplus (excludes all surplus related to preferred stock)				3839		596,000	25
26. a. Retained earnings				3632		5,896,000	26.a
b. Accumulated other comprehensive income (2)				B530		-31,000	26.b
c. Other equity capital components (3)				A130		0	26.c
27. a. Total bank equity capital (sum of items 23 through 26.c)				3210		8,588,000	27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries				3000		114,000	27.b
28. Total equity capital (sum of items 27.a and 27.b)				G105		8,702,000	28
29. Total liabilities and equity capital (sum of items 21 and 28)				3300		55,325,000	29
Memoranda
To be reported with the March Report of Condition.
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2013			RCFD		Number
				6724		N/A	M.1
1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank	4 =	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
2 =	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)	5 =	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
		6 =	Review of the bank’s financial statements by external auditors
		7 =	Compilation of the bank’s financial statements by external auditors
3 =	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm.	8 =	Other audit procedures (excluding tax preparation work)
		9 =	No external audit work
To be reported with the March Report of Condition.				RCON		MM / DD
2.	Bank’s fiscal year-end date			8678		N/A	M.2

(1) Includes limited-life preferred stock and related surplus.

(2) Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other post retirement plan adjustments.

(3) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-25.3

Exhibit 25.3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification no.)
60 WALL STREET NEW YORK, NEW YORK	10005
(Address of principal executive offices)	(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Lynne Malina

Legal Department

60 Wall Street, 37th Floor

New York, New York 10005

(212) 250 – 0677

(Name, address and telephone number of agent for service)

Outfront Media Capital LLC

and

Outfront Media Capital Corporation,

wholly owned subsidiaries of

OUTFRONT Media Inc.

(Exact name of obligor as specified in its charter)

Additional Registrants Listed on Schedule A Hereto

Outfront Media Capital LLC Delaware	Outfront Media Capital Corporation Delaware
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
46-4221811	35-2490863
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
405 Lexington Avenue, 17th Floor New York, New York	10174
(Address of principal executive offices)	(Zip Code)

5.875% Senior Notes due 2025

(Title of the Indenture securities)

SCHEDULE A

Name	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Century Prince Street, Inc.	New York	20-3375351
Fuel Outdoor LLC	New York	26-0074879
Fuel Outdoor Holdings LLC	Delaware	20-3995011
Fuel Outdoor San Francisco LLC	Delaware	20-4663829
Metro Fuel LLC	Delaware	20-5376145
Millennium Billboards L.L.C.	New York	13-4006979
Mizey Realty Co., Inc.	New York	13-4042269
Motion Pictures Promotions, LLC	New York	45-2384053
Outdoor Inc.	Maryland	86-0736400
Outfront Media Boston LLC	New York	27-0631945
Outfront Media Bus Advertising LLC	New York	20-3168797
Outfront Media Chicago LLC	New York	27-0631907
Outfront Media Citylites LLC	New York	45-2447339
Outfront Media Electrical & Maintenance LLC	New York	13-4084174
Outfront Media Group LLC	Delaware	13-2660769
OUTFRONT Media Inc.	Maryland	46-4494703
Outfront Media Kiosk Advertising LLC	New York	13-4054284
Outfront Media L.A. Inc.	Delaware	54-2092523
Outfront Media LLC	Delaware	46-4042148
Outfront Media Miami Holdings LLC	New York	27-0631866
Outfront Media Miami LLC	Delaware	20-5053402
Outfront Media Minnesota LLC	New York	27-3978383
Outfront Media Outernet Inc.	Delaware	04-3531204
Outfront Media San Francisco LLC	New York	27-0631817
Outfront Media Sign Erectors LLC	New York	13-4089506
Outfront Media Sports Inc.	Delaware	77-0141025
Outfront Media Transportation Advertising LLC	New York	20-5694015
Outfront Media VW Communications LLC	New York	13-3984032
Outfront Media Wall to Wall LLC	Delaware	22-3666517

Item 1. General Information.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 2 -	Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 -	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 -	The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2014. Copy attached.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 25th day of November, 2014.

DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/ CAROL NG
		CAROL NG
		VICE PRESIDENT

DEUTSCHE BANK TRUST COMPANY AMERICAS		FFIEC 031
Legal Title of Bank		Page 16 of 79
NEW YORK		RC-1
City
NY	10005
State	Zip Code
FDIC Certificate Number: 00623

Consolidated Report of Condition for Insured Banks and Savings Associations for September 30, 2014

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

	Dollar Amounts in Thousands		RCFD	Tril | Bil | Mil | Thou
Assets
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)			0081		148,000	1.a
b. Interest-bearing balances (2)			0071		25,772,000	1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)			1754		0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)			1773		0	2.b
3. Federal funds sold and securities purchased under agreements to resell:			RCON
a. Federal funds sold in domestic offices			B987		110,000	3.a
			RCFD
b. Securities purchased under agreements to resell (3)			B989		12,653,000	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale			5369		0	4.a
b. Loans and leases, net of unearned income	B528	15,928,000				4.b
c. LESS: Allowance for loan and lease losses	3123	30,000				4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)			B529		15,898,000	4.d
5. Trading assets (from Schedule RC-D)			3545		80,000	5
6. Premises and fixed assets (including capitalized leases)			2145		18,000	6
7. Other real estate owned (from Schedule RC-M)			2150		2,000	7
8. Investments in unconsolidated subsidiaries and associated companies			2130		0	8
9. Direct and indirect investments in real estate ventures			3656		0	9
10. Intangible assets:
a. Goodwill			3163		0	10.a
b. Other intangible assets (from Schedule RC-M)			0426		37,000	10.b
11. Other assets (from Schedule RC-F)			2160		607,000	11
12. Total assets (sum of items 1 through 11)			2170		55,325,000	12

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	Page 16a of 79
FDIC Certificate Number:  00623	RC-1a

Schedule RC—Continued

	Dollar Amounts in Thousands		RCON	Tril | Bil | Mil | Thou
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			2200		42,822,000	13.a
(1) Noninterest-bearing (4)	6631	26,234,000				13.a.1
(2) Interest-bearing	6636	16,588,000				13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			RCFN
(from Schedule RC-E, part II)			2200		1,000	13.b
(1) Noninterest-bearing	6631	1,000				13.b.1
(2) Interest-bearing	6636	0				13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:			RCON
a. Federal funds purchased in domestic offices (5)			B993		2,091,000	14.a
			RCFD
b. Securities sold under agreements to repurchase (6)			B995		0	14.b
15. Trading liabilities (from Schedule RC-D)			3548		22,000	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)			3190		59,000	16
17. and 18. Not applicable

(4) Includes noninterest-bearing demand, time, and savings deposits.

(5) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(6) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	Page 17 of 79
FDIC Certificate Number:  00623	RC-2

			Dollar Amounts in Thousands	RCFD		Tril | Bil | Mil | Thou
Liabilities—Continued
19. Subordinated notes and debentures (1)					3200		0	19
20. Other liabilities (from Schedule RC-G)					2930		1,628,000	20
21. Total liabilities (sum of items 13 through 20)					2948		46,623,000	21
22. Not applicable
Equity Capital
Bank Equity Capital
23. Perpetual preferred stock and related surplus					3838		0	23
24. Common stock					3230		2,127,000	24
25. Surplus (excludes all surplus related to preferred stock)					3839		596,000	25
26. a. Retained earnings					3632		5,896,000	26.a
b. Accumulated other comprehensive income (2)					B530		-31,000	26.b
c. Other equity capital components (3)					A130		0	26.c
27. a. Total bank equity capital (sum of items 23 through 26.c)					3210		8,588,000	27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries					3000		114,000	27.b
28. Total equity capital (sum of items 27.a and 27.b)					G105		8,702,000	28
29. Total liabilities and equity capital (sum of items 21 and 28)					3300		55,325,000	29
Memoranda
To be reported with the March Report of Condition.
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2013				RCFD		Number
					6724		N/A	M.1
1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank	4 =	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
2 =	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)	5 =	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
		6 =	Review of the bank’s financial statements by external auditors
		7 =	Compilation of the bank’s financial statements by external auditors
3 =	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm.	8 =	Other audit procedures (excluding tax preparation work)
		9 =	No external audit work
To be reported with the March Report of Condition.					RCON		MM / DD
2.	Bank’s fiscal year-end date				8678		N/A	M.2

(1) Includes limited-life preferred stock and related surplus.

(2) Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other post retirement plan adjustments.

(3) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-99.1

Exhibit 99.1

OUTFRONT MEDIA CAPITAL LLC

and

OUTFRONT MEDIA CAPITAL CORPORATION

LETTER OF TRANSMITTAL

Offer to Exchange up to $550,000,000 Aggregate Principal Amount of Newly Issued 5.250% Notes due 2022 (CUSIP No. 12505FAB7)	Offer to Exchange up to $400,000,000 Aggregate Principal Amount of Newly Issued 5.625% Notes due 2024 (CUSIP No. 12505FAD3)	Offer to Exchange up to $450,000,000 Aggregate Principal Amount of Newly Issued 5.875% Notes due 2025 (CUSIP No. 12505FAF8)
For	For	For
a Like Principal Amount of Outstanding Restricted 5.250% Notes due 2022 Issued on January 31, 2014 and October 1, 2014 (CUSIP Nos. 12505FAA9, U12492AC5 and U12492AA9)	a Like Principal Amount of Outstanding Restricted 5.625% Notes due 2024 Issued on January 31, 2014 (CUSIP Nos. 12505FAC5 and U12492AB7)	a Like Principal Amount of Outstanding Restricted 5.875% Notes due 2025 Issued on October 1, 2014 (CUSIP Nos. U12492AD3 and 12505FAE1)

THE EXCHANGE OFFER WILL EXPIRE AT 9:00 A.M. NEW YORK CITY TIME ON ,              2014, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). ORIGINAL NOTES (AS DEFINED BELOW) TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Prospectus, dated             , 2014 (the “Prospectus”), and this corresponding Letter of Transmittal, relate to the offer of Outfront Media Capital LLC and Outfront Media Capital Corporation (together, the “Companies”), each a wholly-owned subsidiary of OUTFRONT Media Inc. (the “Parent Guarantor”), to exchange (the “Exchange Offer”):

• up to $550,000,000 aggregate principal amount of their 5.250% Notes due 2022 (the “New 2022 Notes”), which will be issued in a transaction registered under the Securities Act of 1933 (the “Securities Act”), for a like principal amount of the Companies’ outstanding restricted 5.250% Notes due 2022 (the “Original 2022 Notes”);

• up to $400,000,000 aggregate principal amount of their 5.625% Notes due 2024 (the “New 2024 Notes”), which will be issued in a transaction registered under the Securities Act, for a like principal amount of the Companies’ outstanding restricted 5.625% Notes due 2024 (the “Original 2024 Notes”); and

• up to $450,000,000 aggregate principal amount of their 5.875% Notes due 2025 (the “New 2025 Notes”), which will be issued in a transaction registered under the Securities Act, for a like principal amount of the Companies’ outstanding restricted 5.875% Notes due 2025 (the “Original 2025 Notes”).

We refer to the Original 2022 Notes, the Original 2024 Notes and the Original 2025 Notes collectively as the “Original Notes.” We refer to the New 2022 Notes, the New 2024 Notes and the New 2025 Notes collectively as the “Exchange Notes.”

The Original Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed on a senior unsecured basis by the Parent Guarantor and each of its direct and indirect subsidiaries that guarantees the Senior Credit Facilities.

The Original 2022 Notes and the Original 2024 Notes were issued pursuant to an indenture, dated January 31, 2014 (the “2022 & 2024 Indenture”), by and between the Companies, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated October 1, 2014, by and among the Companies, the guarantors party thereto and the Trustee, and the Second Supplemental Indenture, dated October 31, 2014, by and among the Companies, the guarantors party thereto and the Trustee. The Original 2025 Notes were issued pursuant to an indenture, dated October 1, 2014 (together with the 2022 & 2024 Indenture, the “Indentures”), by and among the Companies, the guarantors party thereto and the Trustee, as supplemented by the First Supplemental Indenture, dated October 31, 2014, by and among the Companies, the guarnators party thereto and the Trustee.

Capitalized terms used but not defined in this Letter of Transmittal have the meanings assigned to them in the Prospectus. All terms and conditions contained in, or otherwise referred to in, the Prospectus are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore you are urged to read carefully the Prospectus and the items referred to therein. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to herein as the “terms and conditions.”

The exchange agent for the Exchange Offer is:

DEUTSCHE BANK TRUST COMPANY AMERICAS

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus or this Letter of Transmittal, should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail,

Overnight Courier or Hand Delivery

Deutsche Bank Trust Company Americas, as Exchange Agent

DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

United States of America

Attention: Reorg. Department

Tel: +1 (877) 843 9767

Email: DB.Reorg@db.com

This Letter of Transmittal is to be used by Holders of the Original Notes. Tender of Original Notes is to be made using the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer—How to Tender.” DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the exchange agent’s DTC account. DTC will then send a computer-generated message known as an “agent’s message” to the exchange agent for its acceptance. For you to validly tender your Original Notes in the Exchange Offer, the exchange agent must receive, prior to the Expiration Date, an agent’s message under the ATOP procedures that confirms that:

• DTC has received your instructions to tender your Original Notes; and

• you agree to be bound by the terms and conditions of this Letter of Transmittal.

By using the ATOP procedures to tender Original Notes, you will not be required to deliver this Letter of Transmittal to the exchange agent. However, you will be bound by its terms and conditions, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it. The tender of Original Notes by you pursuant to the procedures set forth in this Letter of Transmittal and the Prospectus will constitute an agreement between you and us in accordance with the terms and subject to

the conditions set forth in this Letter of Transmittal and the Prospectus. If you have questions or need help, or if you would like additional copies of the Prospectus and this Letter of Transmittal, you should contact the exchange agent at its telephone number or address set forth above.

The Exchange Notes will be issued in full exchange for Original Notes in the Exchange Offer, if consummated, on the exchange date and will be delivered in book-entry form.

As used in this Letter of Transmittal, the term “Holder” means any person in whose name Original Notes are held of record by DTC and who desires to deliver such notes by book-entry transfer at DTC.

Please read the accompanying instructions carefully.

Ladies and Gentlemen:

According to the terms and conditions of the Exchange Offer, I hereby tender to the Companies the principal amount of Original Notes credited by me to the exchange agent’s account at DTC using ATOP. At the time these notes are accepted by the Companies and exchanged for the same principal amount of Exchange Notes, I will sell, assign and transfer to the Companies all right, title and interest in and to the Original Notes I have tendered. I am aware that the exchange agent also acts as the agent of the Companies. Upon agreement to the terms and conditions of this document pursuant to an agent’s message, I irrevocably constitute and appoint the exchange agent as my agent and attorney-in-fact for the tendered Original Notes with full power of substitution to:

• cause the Original Notes to be assigned, transferred and exchanged;

• transfer ownership of the Original Notes on the account books maintained by DTC, to the Companies and deliver all accompanying evidences of transfer and authenticity to the Companies; and

• present the Original Notes for transfer on the books of the Companies, receive all benefits and exercise all rights of beneficial ownership of these Original Notes according to the terms and conditions of the Exchange Offer. The power of attorney granted in this paragraph is irrevocable and coupled with an interest.

With respect to the each series of Original Notes, I represent and warrant that I have full power and authority to tender, exchange, assign and transfer the Original Notes of such series that I am tendering and to acquire Exchange Notes issuable upon the exchange of the tendered Original Notes of such series. I represent and warrant that the Companies will acquire good and unencumbered title to such Original Notes, free and clear of all liens, restrictions, other than restrictions on transfer, charges and encumbrances, and that such Original Notes are not and will not be subject to any adverse claim at the time the Companies acquire them. I further represent that:

• I am not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Companies or their subsidiaries, or, if I am an affiliate of the Companies or their subsidiaries, I will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• any Exchange Notes I will acquire in exchange for the Original Notes I have tendered will be acquired in the ordinary course of business;

• I have not entered into, engaged in, do not intend to engage in, and have no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to me;

• I am not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Companies for my own account; and

• I am not restricted by any law or policy of the U.S. Securities and Exchange Commission (the “SEC”) from trading the Exchange Notes acquired in the Exchange Offer.

I understand that the Exchange Offer is being made in reliance on interpretations contained in letters issued to third parties by the staff of the SEC, including Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (“Exxon Capital Holdings Corporation Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993). These letters provide that the Exchange Notes issued in exchange for the Original Notes in the Exchange Offer may be offered for resale, resold, and otherwise transferred by a Holder of Exchange Notes, unless that person is an “affiliate” of the Companies within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. The Exchange Notes must be acquired in the ordinary course of the Holder’s business and the Holder must not be engaging in, must not intend to engage in, and must not have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.

If I am a broker-dealer that will receive Exchange Notes for my own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, I acknowledge that I will

deliver the Prospectus in connection with any resale of the Exchange Notes. However, by this acknowledgment and by delivering the Prospectus, I will not be deemed to admit that I am an “underwriter” within the meaning of the Securities Act. I further acknowledge that if I am participating in the Exchange Offer for the purpose of distributing the Exchange Notes, I cannot rely on the position of the staff of the SEC in the Exxon Capital Holdings Corporation Letter or similar letters.

Upon request, I will execute and deliver any additional documents deemed by the exchange agent or the Companies to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes I have tendered.

I understand that the Companies will be deemed to have accepted validly tendered Original Notes when and if the Companies give written notice of acceptance to the exchange agent and such acceptance will constitute performance in full by the Companies of their obligations under the applicable registration rights agreement, except in the limited circumstances defined in such agreement.

If, for any reason, any tendered Original Notes are not accepted for exchange in the Exchange Offer, the unaccepted Original Notes will be returned without expense to the tendering Holder. Such non-exchanged Original Notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the Exchange Offer.

All authority granted or agreed to be granted by this Letter of Transmittal will survive my death, bankruptcy or incapacity, and every obligation under this Letter of Transmittal is binding upon my heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy.

I understand that tenders of Original Notes according to the procedures described in the Prospectus under the heading “The Exchange Offer—How to Tender” and in the instructions included in this Letter of Transmittal constitute a binding agreement between myself and the Companies subject to the terms and conditions of the Exchange Offer.

¨  CHECK HERE 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.

 Name:

 Address:

 Name of Tendering Institution:

 Account Number:

 Transaction Code Number:

By crediting the Original Notes to the exchange agent’s account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offer, the participant in DTC confirms on behalf of itself and the beneficial owners of such Original Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner.

INSTRUCTIONS FORMING PART OF

THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. BOOK-ENTRY CONFIRMATIONS. Any confirmation of a book-entry transfer to the exchange agent’s account at DTC of Original Notes tendered by book-entry transfer, as well as an agent’s message, and any other documents required by this Letter of Transmittal, must be received by the exchange agent at its address set forth on the cover page of this Letter of Transmittal prior to 9:00 a.m., New York City time, on the Expiration Date.

THE COMPANY WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS. EACH TENDERING HOLDER BY DELIVERY OF AN AGENT’S MESSAGE WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

2. VALIDITY OF TENDERS. The Companies have the sole right to decide any questions about the validity, form, eligibility, time of receipt, acceptance or withdrawal of tendered Original Notes, and its decision will be final and binding. The Companies’ interpretation of the terms and conditions of the Exchange Offer, including the instructions contained in this Letter of Transmittal and in the Prospectus, will be final and binding on all parties.

The Companies have the absolute right to reject any or all of the tendered Original Notes if:

• the Original Notes are not properly tendered; or

• in the opinion of counsel, the acceptance of those Original Notes would be unlawful.

The Companies may also decide to waive any conditions of the Exchange Offer or any defects or irregularities of tenders of Original Notes and accept such Original Notes for exchange whether or not similar defects or irregularities are waived in the case of other Holders. Any defect or irregularity in the tender of Original Notes that is not waived by the Companies must be cured within the period of time set by the Companies.

It is your responsibility to identify and cure any defect or irregularity in the tender of your Original Notes. Your tender of Original Notes will not be considered to have been made until any defect or irregularity is cured or waived. Neither the Companies, the exchange agent nor any other person is required to notify you that your tender was defective or irregular, and no one will be liable for any failure to notify you of such a defect or irregularity in your tender of Original Notes. Tenders of the Original Notes will not be deemed made until such defects or irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering Holder as soon as practicable after the Expiration Date of the Exchange Offer.

3. PARTIAL TENDERS. Tenders of Original Notes pursuant to the Exchange Offer will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000. Any untendered Original Notes and any Exchange Notes issued in exchange for tendered and accepted Original Notes will be credited to accounts at DTC.

4. TRANSFER TAXES. The Companies will pay all transfer taxes, if any, applicable to the exchange of Original Notes in the Exchange Offer. However, transfer taxes will be payable by you (or by the tendering Holder if you are delivering this letter on behalf of a tendering Holder) if a transfer tax is imposed for any reason other than the exchange of Original Notes according to the Exchange Offer. If satisfactory evidence of the payment of those taxes or an exemption from payment is not submitted with this Letter of Transmittal or at the time the related agent’s message is delivered, the amount of those transfer taxes will be billed directly to the tendering Holder. Until those transfer taxes are paid, the Companies will not be required to deliver any Exchange Notes required to be delivered to, or at the direction of, such tendering Holder.

Except as provided in this Instruction 4, it is not necessary for transfer tax stamps to be attached to the Original Notes listed in this Letter of Transmittal.

5. WAIVER OF CONDITIONS. The Companies may choose, at any time and for any reason, to waive or, subject to certain requirements, amend or modify certain of the conditions to the Exchange Offer. The conditions applicable to tenders of Original Notes in the Exchange Offer are described in the Prospectus under the heading “The Exchange Offer—Conditions to the Exchange Offer.”

6. WITHDRAWAL RIGHTS. Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal to be effective, a written letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this Letter of Transmittal not later than 9:00 a.m., New York City time, on the Expiration Date. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn Original Notes and otherwise comply with the ATOP procedures. The exchange agent will return properly withdrawn Original Notes promptly following receipt of notice of withdrawal. Properly withdrawn Original Notes may be retendered by following the procedures described in the Prospectus under the heading “The Exchange Offer—Procedures for tendering Original Notes” above at any time on or prior to 9:00 a.m., New York City time, on the Expiration Date. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Companies, and will be final and binding on all parties.

7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. If you have questions, need assistance or would like to receive additional copies of the Prospectus or this Letter of Transmittal, you should contact the exchange agent at the address listed on the cover page of this document. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

IMPORTANT: BY USING THE ATOP PROCEDURES TO TENDER ORIGINAL NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS AND CONDITIONS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

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Stock-Based Compensation (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based compensation expense

The following table summarizes our stock-based compensation expense for the nine months ended September 30, 2014 and 2013.

	Nine Months Ended
	September 30,
(in millions)	2014			2013
RSUs and PRSUs	$	9.0		$	5.4
Stock options	1.9			0.4
Stock-based compensation expense, before income taxes	10.9			5.8
Tax benefit	(2.8		)	(2.4		)
Stock-based compensation expense, net of tax	$	8.1		$	3.4

The following table summarizes the Company’s stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011.

Year Ended December 31,	2013			2012			2011
RSUs	$	6.8		$	5.2		$	4.7
Stock options	0.7			0.5			0.3
Stock-based compensation expense, before income taxes	7.5			5.7			5.0
Tax benefit	(3.0		)	(2.3		)	(2.0		)
Stock-based compensation expense, net of tax	$	4.5		$	3.4		$	3.0

Activity of RSUs and PRSUs issued to our employees

The following table summarizes the activity of the RSUs and PRSUs issued to our employees.

	CBS RSUs				Outfront RSUs
	Activity		Weighted Average Per Share Grant Date Fair Market Value		Activity		Weighted Average Per Share Grant Date Fair Market Value		RSU and PRSU Dividend Equivalents
Non-vested as of December 31, 2013	472,490		$	32.09
Employee transfers and grants	11,875		34.66
Vested	(157,723	)	22.51
Forfeited	(2,909	)	37.67
Non-vested before conversion	323,733		36.80
CBS RSUs converted to Outfront RSUs	(256,172	)	37.77
Non-vested Outfront RSUs converted from CBS RSUs					561,021		$	17.24
Non-vested CBS RSUs not converted to Outfront RSUs(a)	67,561		33.16
Granted:
RSUs					478,311		29.59
PRSUs					168,468		29.70
Dividend equivalents									10,032
Vested:
RSUs	(67,561	)	33.16		(5,848	)	25.91
PRSUs					(6,955	)	25.88
Forfeitures:
RSUs					(27,965	)	24.39
PRSUs					(15,289	)	26.39
Dividend equivalents									(2	)
Non-vested as of September 30, 2014	—		—		1,151,743		23.78		10,030

(a) Reflects CBS RSUs which vested in April 2014.

The following table summarizes the activity of CBS’s RSUs issued to employees of the Company.

	RSUs		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2012	665,282		$	19.65
Granted	190,484		$	47.26
Vested	(366,273	)	$	17.43
Forfeited	(17,003	)	$	31.06
Non-vested at December 31, 2013	472,490		$	32.09

Weighted average assumptions for Black-Scholes pricing model

Compensation expense for stock options is determined based on the grant date fair value of the award using the Black-Scholes options-pricing model with the following weighted average assumptions:

	2013		2012		2011
Expected dividend yield	1.38	%	2.00	%	2.00	%
Expected stock price volatility	35.00	%	40.20	%	41.16	%
Risk-free interest rate	1.20	%	1.01	%	2.34	%
Expected term of options (years)	5.00		5.02		5.06

Activity of CBS's stock options issued to our employees

The following table summarizes the activity of CBS’ stock options issued to our employees.

	CBS Stock Options		CBS Weighted Average Exercise Price		Outfront Stock Options		Outfront Weighted Average Exercise Price
Outstanding as of December 31, 2013	399,581		$	29.30
Exercised	(123,260	)	22.04
Forfeited or expired	(38,523	)	30.75
CBS stock options converted to Outfront stock options	(219,741	)	33.27
Outstanding Outfront stock options converted from CBS stock options					409,207		$	17.87
Exercised					(2,426	)	14.71
Forfeited or expired					(16,170	)	23.08
Outstanding as of September 30, 2014	18,057		27.38		390,611		17.67
Exercisable as of September 30, 2014	18,057		27.38		166,234		12.29

The following table summarizes the Company’s stock option activity under the CBS equity incentive plans.

	Stock Options		Weighted Average Exercise Price
Outstanding at December 31, 2012	584,494		$	22.01
Granted	101,611		$	49.64
Exercised	(213,102	)	$	18.88
Forfeited or Expired	(73,422	)	$	29.69
Outstanding at December 31, 2013	399,581		$	29.30
Exercisable at December 31, 2013	184,215		$	21.41

Stock option exercises information

The following table summarizes other information relating to stock option exercises during the years ended December 31, 2013, 2012 and 2011.

Year Ended December 31,	2013		2012		2011
Cash paid to CBS by employees of the Company for stock option exercises	$	4.0	$	6.5	$	0.8
Tax benefit of stock option exercises	$	2.5	$	0.8	$	0.9
Intrinsic value of stock option exercises	$	6.1	$	1.9	$	2.1

Stock options outstanding and exercisable by price

The following table summarizes information concerning outstanding and exercisable stock options to purchase CBS Class B Common Stock under the CBS equity incentive plans at December 31, 2013.

	Outstanding				Exercisable
Range of Exercise Price	Number of Options	Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
$5 to 9.99	47,081	3.15	$	5.20	47,081	$	5.20
$10 to 19.99	42,036	4.16	$	13.43	16,179	$	13.43
$20 to 29.99	154,985	4.22	$	26.99	67,087	$	27.00
$30 to 39.99	53,868	0.18	$	31.03	53,868	$	31.03
$40 to 49.99	53,592	7.12	$	43.21	—	$	—
$50 to 59.99	48,019	7.72	$	56.81	—	$	—
	399,581				184,215

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Goodwill and Other Intangible Assets Schedule of Goodwill (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2014
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 1,877.2	$ 1,872.3	$ 1,860.4
Currency translation adjustments	(5.1)	4.9
Dispositions	(6.4)
Goodwill, Ending Balance	1,865.7	1,877.2	1,860.4
UNITED STATES
Goodwill [Roll Forward]
Goodwill, Beginning Balance	1,758.0	1,758.0
Currency translation adjustments	0	0
Dispositions	(6.4)
Goodwill, Ending Balance	1,751.6	1,758.0
International
Goodwill [Roll Forward]
Goodwill, Beginning Balance	119.2	114.3
Currency translation adjustments	(5.1)	4.9
Dispositions	0
Goodwill, Ending Balance	$ 114.1	$ 119.2

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Description of Business and Basis of Presentation - Narrative (Details) (USD $)	0 Months Ended		9 Months Ended		12 Months Ended	0 Months Ended								12 Months Ended
	Jul. 16, 2014	Jan. 15, 2014	Sep. 30, 2014 markets segment	Sep. 30, 2013	Dec. 31, 2013 segment markets	Dec. 31, 2014	Dec. 15, 2014	Nov. 20, 2014	Nov. 18, 2014	Oct. 29, 2014	Jan. 31, 2014	Apr. 02, 2014	Mar. 14, 2014	Dec. 31, 2012	Dec. 31, 2011	Nov. 06, 2014	Oct. 01, 2014	Mar. 13, 2014	Dec. 30, 2014
Long-term debt			$ 1,598,200,000		$ 0									$ 0
Common Stock, Outstanding			120,010,462		0							120,000,000
Common Stock, Par Value			$ 0.01
Stock Issued During Period, Shares, New Issues		100
Number of Largest Markets in Which the Entity Operates, Domestic			25		25
Number of Operating Segments			2		2
Subsequent Event [Line Items]
Approximate Number of Markets in Which the Entity Operates			180
Shares Exchanged by Parent In Tender Offer	97,000,000
% ownership by parent	0.00%
Dividends declared per common share			$ 0.74	$ 0.00
Distribution of net debt proceeds to CBS			2,038,800,000	0
Proceeds from Initial Public Offering Held for Payment Upon Election of REIT Status												100,000,000
Subsequent Event
Long-term debt											1,598,000,000
Subsequent Event [Line Items]
Acquisition cost																15,000,000	690,000,000
Dividends Payable, Date Announced										Oct. 29, 2014
Distributed Earnings										547,700,000
Dividends declared per common share										$ 0.37
Dividends Payable, Date to be Paid						Dec. 31, 2014	Dec. 15, 2014
Dividends Payable, Date of Record								Nov. 20, 2014	Nov. 18, 2014
Distribution of net debt proceeds to CBS						109,500,000					1,520,000,000
Common Stock
Stockholders' Equity Note, Stock Split, Conversion Ratio													970,000
Common Stock, Outstanding													97,000,000					100
Stock Issued During Period, Shares, New Issues												23,000,000
Common Stock | Subsequent Event
Stockholders' Equity Note, Stock Split, Conversion Ratio													970,000
Common Stock, Outstanding													97,000,000					100
Common Stock, Par Value													0.01
Stock Issued During Period, Shares, New Issues												23,000,000
Subsequent Event [Line Items]
Contingent Stock Dividend												3,000,000
Common Stock | Shares Sold to Underwriter as Part of Total IPO
Stock Issued During Period, Shares, New Issues												3,000,000
Common Stock | Shares Sold to Underwriter as Part of Total IPO | Subsequent Event
Stock Issued During Period, Shares, New Issues												3,000,000
Minimum
Subsequent Event [Line Items]
Approximate Number of Markets in Which the Entity Operates					180
Building and Improvements | Minimum
Property, Plant and Equipment, Useful Life			20 years		20 years
Building and Improvements | Maximum
Property, Plant and Equipment, Useful Life			40 years		40 years
Advertising Structures | Minimum
Property, Plant and Equipment, Useful Life			5 years		5 years
Advertising Structures | Maximum
Property, Plant and Equipment, Useful Life			20 years		20 years
Furniture, Equipment and Other | Minimum
Property, Plant and Equipment, Useful Life			3 years		3 years
Furniture, Equipment and Other | Maximum
Property, Plant and Equipment, Useful Life			10 years		10 years
Bridge Loan [Member]
Subsequent Event [Line Items]
Commitment fee for unused commitments			7,600,000
CBS Corp.
Subsequent Event [Line Items]
Accounts Receivable, Related Parties, Current			300,000		0
CBS Corp. | Subsequent Event
Subsequent Event [Line Items]
Accounts Receivable, Related Parties, Current																			9,500,000
Scenario, Forecast [Member] | Minimum
Subsequent Event [Line Items]
% ownership by parent											80.00%
Operating Activities
Prior period misclassification correction				13,800,000	2,700,000									(5,400,000)	(2,000,000)
Investing Activities
Prior period misclassification correction			$ 13,800,000	$ 13,800,000	$ 2,700,000									$ (5,400,000)	$ (2,000,000)

XML

Stock-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	1.38%	2.00%	2.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	35.00%	40.20%	41.16%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.20%	1.01%	2.34%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	5 years	5 years 7 days	5 years 22 days

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Goodwill and Other Intangible Assets Schedule of Finite-Lived Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross	$ 1,320.2	$ 1,345.1	$ 1,368.3
Accumulated Amortization	(1,000.1)	(980.7)	(948.3)
Net	320.1	364.4	420.0
Permits and leasehold agreements
Finite-Lived Intangible Assets [Line Items]
Gross	876.0	880.6	875.7
Accumulated Amortization	(681.0)	(659.0)	(625.5)
Net	195.0	221.6	250.2
Franchise agreements
Finite-Lived Intangible Assets [Line Items]
Gross	442.1	462.4	476.9
Accumulated Amortization	(317.9)	(320.7)	(309.0)
Net	124.2	141.7	167.9
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross	2.1	2.1	15.7
Accumulated Amortization	(1.2)	(1.0)	(13.8)
Net	$ 0.9	$ 1.1	$ 1.9

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Income Taxes Schedule of Unrecognized Tax Benefits Roll Forward (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized Tax Benefits, Beginning of period	$ 4.0	$ 4.9	$ 5.4	$ 1.9
Additions for current year tax positions	0.1	0.2	3.8	3.5
Reductions for prior year tax positions	(2.9)	(1.1)	(4.3)
Unrecognized Tax Benefits, End of period	$ 1.2	$ 4.0	$ 4.9	$ 5.4

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Condensed Consolidating Financial Statements Condensed Income Statements (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended										9 Months Ended				12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Condensed Income Statements, Captions [Line Items]
Billboard											$ 690.2		$ 685.8		$ 925.7		$ 913.6		$ 894.2
Transit and other											268.6		264.3		368.3		371.0		382.9
Total revenues	343.9		338.2	332.7	279.2		335.8	331.5	331.4	285.9	958.8		950.1		1,294.0	[1]	1,284.6	[1]	1,277.1	[1]
Operating											512.3		504.5		686.9		700.1		689.4
Selling, general and administrative											161.1		146.8		199.8		181.8		178.4
Restructuring charges							0.1	1.9	0.5	0	6.2	[2]	0	[2]	0		2.5		3.0
Acquisition costs											1.4	[2]	0	[2]
Net (gain) loss on dispositions	(17.5)	[3]	(0.1)	0.1	(9.8)	[4]	0.4	0.3	0.7	0.8	(1.4)		(9.8)		(27.3)		2.2		2.0
Depreciation	26.2		26.4	25.9	26.0		25.9	26.7	26.8	26.5	79.3		78.3		104.5		105.9		109.0
Amortization	23.1		22.6	22.7	22.9		23.0	23.0	22.8	22.1	67.3		68.2		91.3		90.9		102.9
Total expenses											826.2		788.0		1,055.2		1,083.4		1,084.7
Operating Income (Loss)	76.7		64.6	62.8	34.7		46.0	63.7	61.3	30.2	132.6		162.1		238.8		201.2		192.4
Interest income (expense), net											(57.3)		0
Other income (expense), net											(0.5)		0		(1.2)		(1.0)		0.8
Income before income taxes and equity in earnings of investee companies											74.8		162.1		237.6		200.2		193.2
Equity in earnings of investee companies, net of tax											1.4		1.9		2.5		2.2		1.7
Benefit (provision) for income taxes											202.9		(70.5)		(96.6)		(89.0)		(87.8)
Net income	50.0		37.2	36.4	19.9		18.8	38.7	37.2	18.7	279.1		93.5		143.5		113.4		107.1
Cumulative translation adjustments											(3.1)		(12.3)		(14.9)		11.0		(14.3)
Amortization of net actuarial loss											0.2		0.4		5.8		(1.4)		(3.2)
Deferred tax rate adjustment											(1.2)		0
Total other comprehensive income (loss), net of tax											(4.1)		(11.9)		(9.1)		9.6		(17.5)
Total comprehensive income											275.0		81.6		134.4		123.0		89.6
Parent Company
Condensed Income Statements, Captions [Line Items]
Billboard											0		0		0		0		0
Transit and other											0		0		0		0		0
Total revenues											0		0		0		0		0
Operating											0		0		0		0		0
Selling, general and administrative											0.9		0		0		0		0
Restructuring charges											0						0		0
Acquisition costs											0
Net (gain) loss on dispositions											0		0		0		0		0
Depreciation											0		0		0		0		0
Amortization											0		0		0		0		0
Total expenses											0.9		0		0		0		0
Operating Income (Loss)											(0.9)		0		0		0		0
Interest income (expense), net											0		0
Other income (expense), net											0		0		0		0		0
Income before income taxes and equity in earnings of investee companies											(0.9)		0		0		0		0
Equity in earnings of investee companies, net of tax											280.0		0		0		0		0
Benefit (provision) for income taxes											0		0		0		0		0
Net income											279.1		0		0		0		0
Cumulative translation adjustments											(3.1)		0		0		0		0
Amortization of net actuarial loss											0.2		0		0		0		0
Deferred tax rate adjustment											(1.2)
Total other comprehensive income (loss), net of tax											(4.1)		0		0		0		0
Total comprehensive income											275.0		0		0		0		0
Subsidiary Issuers
Condensed Income Statements, Captions [Line Items]
Billboard											0		0		0		0		0
Transit and other											0		0		0		0		0
Total revenues											0		0		0		0		0
Operating											0		0		0		0		0
Selling, general and administrative											0		0		0		0		0
Restructuring charges											0						0		0
Acquisition costs											0
Net (gain) loss on dispositions											0		0		0		0		0
Depreciation											0		0		0		0		0
Amortization											0		0		0		0		0
Total expenses											0		0		0		0		0
Operating Income (Loss)											0		0		0		0		0
Interest income (expense), net											(57.3)		0
Other income (expense), net											0		0		0		0		0
Income before income taxes and equity in earnings of investee companies											(57.3)		0		0		0		0
Equity in earnings of investee companies, net of tax											337.3		0		0		0		0
Benefit (provision) for income taxes											0		0		0		0		0
Net income											280.0		0		0		0		0
Cumulative translation adjustments											(3.1)		0		0		0		0
Amortization of net actuarial loss											0.2		0		0		0		0
Deferred tax rate adjustment											(1.2)
Total other comprehensive income (loss), net of tax											(4.1)		0		0		0		0
Total comprehensive income											275.9		0		0		0		0
Guarantor Subsidiaries
Condensed Income Statements, Captions [Line Items]
Billboard											599.7		589.8		796.6		770.7		746.8
Transit and other											242.7		237.8		333.5		327.9		304.7
Total revenues											842.4		827.6		1,130.1		1,098.6		1,051.5
Operating											436.2		426.1		584.2		577.9		554.3
Selling, general and administrative											136.8		122.7		167.7		148.5		145.1
Restructuring charges											6.2						1.8		2.2
Acquisition costs											1.4
Net (gain) loss on dispositions											(1.3)		(10.0)		(27.5)		1.6		2.1
Depreciation											62.2		60.5		80.7		80.4		81.5
Amortization											63.6		64.3		86.1		85.2		86.7
Total expenses											705.1		663.6		891.2		895.4		871.9
Operating Income (Loss)											137.3		164.0		238.9		203.2		179.6
Interest income (expense), net											(0.1)		0
Other income (expense), net											0		(0.1)		(0.2)		(0.1)		(0.1)
Income before income taxes and equity in earnings of investee companies											137.2		163.9		238.7		203.1		179.5
Equity in earnings of investee companies, net of tax											(62.4)		(2.2)		(1.9)		(2.4)		6.8
Benefit (provision) for income taxes											205.2		(68.2)		(93.3)		(87.3)		(79.2)
Net income											280.0		93.5		143.5		113.4		107.1
Cumulative translation adjustments											(3.1)		(12.3)		(14.9)		11.0		(14.3)
Amortization of net actuarial loss											0.2		0.4		5.8		(1.4)		(3.2)
Deferred tax rate adjustment											(1.2)
Total other comprehensive income (loss), net of tax											(4.1)		(11.9)		(9.1)		9.6		(17.5)
Total comprehensive income											275.9		81.6		134.4		123.0		89.6
Non-Guarantor Subsidiaries
Condensed Income Statements, Captions [Line Items]
Billboard											90.5		96.0		129.1		142.9		147.4
Transit and other											25.9		26.5		34.8		43.1		78.2
Total revenues											116.4		122.5		163.9		186.0		225.6
Operating											76.1		78.4		102.7		122.2		135.1
Selling, general and administrative											23.4		24.1		32.1		33.3		33.3
Restructuring charges											0						0.7		0.8
Acquisition costs											0
Net (gain) loss on dispositions											(0.1)		0.2		0.2		0.6		(0.1)
Depreciation											17.1		17.8		23.8		25.5		27.5
Amortization											3.7		3.9		5.2		5.7		16.2
Total expenses											120.2		124.4		164.0		188.0		212.8
Operating Income (Loss)											(3.8)		(1.9)		(0.1)		(2.0)		12.8
Interest income (expense), net											0.1		0
Other income (expense), net											(0.5)		0.1		(1.0)		(0.9)		0.9
Income before income taxes and equity in earnings of investee companies											(4.2)		(1.8)		(1.1)		(2.9)		13.7
Equity in earnings of investee companies, net of tax											0.4		0		0		0		0
Benefit (provision) for income taxes											(2.3)		(2.3)		(3.3)		(1.7)		(8.6)
Net income											(6.1)		(4.1)		(4.4)		(4.6)		5.1
Cumulative translation adjustments											(3.1)		(12.3)		(14.9)		11.0		(14.3)
Amortization of net actuarial loss											0.2		0.4		5.6		(1.3)		(3.0)
Deferred tax rate adjustment											(1.2)
Total other comprehensive income (loss), net of tax											(4.1)		(11.9)		(9.3)		9.7		(17.3)
Total comprehensive income											(10.2)		(16.0)		(13.7)		5.1		(12.2)
Eliminations
Condensed Income Statements, Captions [Line Items]
Billboard											0		0		0		0		0
Transit and other											0		0		0		0		0
Total revenues											0		0		0		0		0
Operating											0		0		0		0		0
Selling, general and administrative											0		0		0		0		0
Restructuring charges											0						0		0
Acquisition costs											0
Net (gain) loss on dispositions											0		0		0		0		0
Depreciation											0		0		0		0		0
Amortization											0		0		0		0		0
Total expenses											0		0		0		0		0
Operating Income (Loss)											0		0		0		0		0
Interest income (expense), net											0		0
Other income (expense), net											0		0		0		0		0
Income before income taxes and equity in earnings of investee companies											0		0		0		0		0
Equity in earnings of investee companies, net of tax											(553.9)		4.1		4.4		4.6		(5.1)
Benefit (provision) for income taxes											0		0		0		0		0
Net income											(553.9)		4.1		4.4		4.6		(5.1)
Cumulative translation adjustments											9.3		12.3		14.9		(11.0)		14.3
Amortization of net actuarial loss											(0.6)		(0.4)		(5.6)		1.3		3.0
Deferred tax rate adjustment											3.6
Total other comprehensive income (loss), net of tax											12.3		11.9		9.3		(9.7)		17.3
Total comprehensive income											$ (541.6)		$ 16.0		$ 13.7		$ (5.1)		$ 12.2

[1] Revenues classifications are based on customers’ locations.

[2] Restructuring charges (including stock-based compensation of $3.5 million), costs related to the Acquisition and stock-based compensation are classified as Corporate expense.

[3] During the fourth quarter of 2013, the Company sold 50% of its transit shelter operations in Los Angeles, and the Company and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture they own together. This transaction resulted in a gain of $17.5 million.

[4] During the first quarter of 2013, the Company exchanged most of its billboards in Salt Lake City for billboards in New Jersey resulting in a gain of $9.8 million.

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Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

The Company’s revenues and profits experience seasonality due to seasonal advertising patterns and influences on advertising markets. Typically, the Company’s revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers cut back on spending following the holiday shopping season.

2013	First Quarter				Second Quarter			Third Quarter			Fourth Quarter				Total Year
Revenues:
United States	$	245.2			$	285.9		$	296.5		$	302.5			$	1,130.1
International	34.0				46.8			41.7			41.4				163.9
Total revenues	$	279.2			$	332.7		$	338.2		$	343.9			$	1,294.0
Adjusted OIBDA:
United States	$	80.1			$	106.5		$	113.6		$	106.2			$	406.4
International	0.6				11.5			7.9			9.1				29.1
Corporate	(5.3		)		(4.9		)	(5.4		)	(5.1		)		(20.7		)
Total Adjusted OIBDA	75.4				113.1			116.1			110.2				414.8
Net gain (loss) on dispositions	9.8			(a)	(0.1		)	0.1			17.5			(b)	27.3
Depreciation	(26.0		)		(25.9		)	(26.4		)	(26.2		)		(104.5		)
Amortization	(22.9		)		(22.7		)	(22.6		)	(23.1		)		(91.3		)
Stock-based compensation	(1.6		)		(1.6		)	(2.6		)	(1.7		)		(7.5		)
Total operating income	$	34.7			$	62.8		$	64.6		$	76.7			$	238.8
Operating income (loss):
United States	$	48.2			$	65.2		$	72.0		$	81.7			$	267.1
International	(6.6		)		4.1			0.6			1.8				(0.1		)
Corporate	(6.9		)		(6.5		)	(8.0		)	(6.8		)		(28.2		)
Total operating income	$	34.7			$	62.8		$	64.6		$	76.7			$	238.8
Net income	$	19.9			$	36.4		$	37.2		$	50.0			$	143.5

(a) During the first quarter of 2013, the Company exchanged most of its billboards in Salt Lake City for billboards in New Jersey resulting in a gain of $9.8 million.

(b) During the fourth quarter of 2013, the Company sold 50% of its transit shelter operations in Los Angeles, and the Company and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture they own together. This transaction resulted in a gain of $17.5 million.

2012	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Revenues:
United States	$	244.6		$	281.7		$	284.9		$	287.4		$	1,098.6
International	41.3			49.7			46.6			48.4			186.0
Total revenues	$	285.9		$	331.4		$	331.5		$	335.8		$	1,284.6
Adjusted OIBDA:
United States	$	76.7		$	101.9		$	108.1		$	98.7		$	385.4
International	5.9			13.3			11.0			0.3			30.5
Corporate	(1.7		)	(1.6		)	(2.0		)	(2.2		)	(7.5		)
Total Adjusted OIBDA	80.9			113.6			117.1			96.8			408.4
Restructuring charges	—			(0.5		)	(1.9		)	(0.1		)	(2.5		)
Net loss on dispositions	(0.8		)	(0.7		)	(0.3		)	(0.4		)	(2.2		)
Depreciation	(26.5		)	(26.8		)	(26.7		)	(25.9		)	(105.9		)
Amortization	(22.1		)	(22.8		)	(23.0		)	(23.0		)	(90.9		)
Stock-based compensation	(1.3		)	(1.5		)	(1.5		)	(1.4		)	(5.7		)
Total operating income	$	30.2		$	61.3		$	63.7		$	46.0		$	201.2
Operating income (loss):
United States	$	35.1		$	59.3		$	64.5		$	57.5		$	216.4
International	(1.9		)	5.1			2.7			(7.9		)	(2.0		)
Corporate	(3.0		)	(3.1		)	(3.5		)	(3.6		)	(13.2		)
Total operating income	$	30.2		$	61.3		$	63.7		$	46.0		$	201.2
Net income	$	18.7		$	37.2		$	38.7		$	18.8		$	113.4

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Accounting Policies [Abstract]

Property and Equipment

The table below presents the balances of major classes of assets and accumulated depreciation.

		As of
(in millions)	Estimated Useful Lives	September 30, 2014		December 31, 2013
Land		$	88.4	$	88.6
Building and improvements	20 to 40 years	47.5		45.0
Advertising structures	5 to 20 years	1,662.4		1,662.3
Furniture, equipment and other	3 to 10 years	76.1		77.2
Construction in progress		15.7		18.9
		1,890.1		1,892.0
Less: accumulated depreciation		1,185.7		1,136.6
Property and equipment, net		$	704.4	$	755.4

Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Buildings and improvements	20 to 40 years
Advertising structures	5 to 20 years
Furniture, equipment and other	3 to 10 years

The table below presents the balances of major classes of assets and accumulated depreciation.

At December 31,	2013		2012
Land	$	88.6	$	87.8
Buildings and improvements	45.0		45.7
Advertising structures	1,662.3		1,655.9
Furniture, equipment and other	77.2		76.3
Construction in progress	18.9		13.5
	1,892.0		1,879.2
Less accumulated depreciation	1,136.6		1,071.3
Property and equipment, net	$	755.4	$	807.9

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Retirement Benefits - Narrative (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Accumulated Benefit Obligation		$ 41.6	$ 46.5
Estimated amortization from AOCI of net actuarial losses		0.4
Expected Future Benefit Payments, Next Twelve Months		4.1
Multiemployer Plan, Period Contributions		1.6	1.7	1.8
Defined Contribution Plan, employer contributions		3.7	3.4	3.2
Pension Contributions	1.9
Estimated Future Employer Contributions in Current Fiscal Year	$ 2.0
Fixed Income Securities
Defined Benefit Plan Disclosure [Line Items]
Plan Asset Allocations		40.00%
Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Plan Asset Allocations		54.00%
Maximum
Defined Benefit Plan Disclosure [Line Items]
Pension Plan's interest in Master Trust		1.00%

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Stock-Based Compensation Schedule of Options by Exercise Price (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of Options, Outstanding	399,581
Number of Options, Exercisable	184,215
CBS Corp. Equity and Incentive Plan | $5 to 9.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit	$ 5
Exercise Price Range, Upper Range Limit	$ 9.99
Number of Options, Outstanding	47,081
Options Outstanding, Remaining Contractual Life (Years)	3 years 1 month 24 days
Options Outstanding, Weighted Average Exercise Price	$ 5.20
Number of Options, Exercisable	47,081
Options Exercisable, Weighted Average Exercise Price	$ 5.20
CBS Corp. Equity and Incentive Plan | $10 to 19.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit	$ 10
Exercise Price Range, Upper Range Limit	$ 19.99
Number of Options, Outstanding	42,036
Options Outstanding, Remaining Contractual Life (Years)	4 years 1 month 27 days
Options Outstanding, Weighted Average Exercise Price	$ 13.43
Number of Options, Exercisable	16,179
Options Exercisable, Weighted Average Exercise Price	$ 13.43
CBS Corp. Equity and Incentive Plan | $20 to 29.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit	$ 20
Exercise Price Range, Upper Range Limit	$ 29.99
Number of Options, Outstanding	154,985
Options Outstanding, Remaining Contractual Life (Years)	4 years 2 months 19 days
Options Outstanding, Weighted Average Exercise Price	$ 26.99
Number of Options, Exercisable	67,087
Options Exercisable, Weighted Average Exercise Price	$ 27.00
CBS Corp. Equity and Incentive Plan | $30 to 39.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit	$ 30
Exercise Price Range, Upper Range Limit	$ 39.99
Number of Options, Outstanding	53,868
Options Outstanding, Remaining Contractual Life (Years)	2 months 4 days
Options Outstanding, Weighted Average Exercise Price	$ 31.03
Number of Options, Exercisable	53,868
Options Exercisable, Weighted Average Exercise Price	$ 31.03
CBS Corp. Equity and Incentive Plan | $40 to 49.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit	$ 40
Exercise Price Range, Upper Range Limit	$ 49.99
Number of Options, Outstanding	53,592
Options Outstanding, Remaining Contractual Life (Years)	7 years 1 month 13 days
Options Outstanding, Weighted Average Exercise Price	$ 43.21
Number of Options, Exercisable	0.00
Options Exercisable, Weighted Average Exercise Price	$ 0.00
CBS Corp. Equity and Incentive Plan | $50 to 59.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit	$ 50
Exercise Price Range, Upper Range Limit	$ 59.99
Number of Options, Outstanding	48,019
Options Outstanding, Remaining Contractual Life (Years)	7 years 8 months 19 days
Options Outstanding, Weighted Average Exercise Price	$ 56.81
Number of Options, Exercisable	0.00
Options Exercisable, Weighted Average Exercise Price	$ 0.00

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Retirement Benefits Schedule of Expected Benefit Payments (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months	$ 1.3
Defined Benefit Plan, Expected Future Benefit Payments, Year Two	1.3
Defined Benefit Plan, Expected Future Benefit Payments, Year Three	1.4
Defined Benefit Plan, Expected Future Benefit Payments, Year Four	1.5
Defined Benefit Plan, Expected Future Benefit Payments, Year Five	1.7
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter	$ 13.1

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Goodwill and Other Intangible Assets Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								9 Months Ended		12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Amortization	$ 23.1	$ 22.6	$ 22.7	$ 22.9	$ 23.0	$ 23.0	$ 22.8	$ 22.1	$ 67.3	$ 68.2	$ 91.3	$ 90.9	$ 102.9
Amortization of direct lease acquisition costs									24.2	22.7	30.9	31.1	32.1
Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Useful Life											5 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Useful Life											40 years
UNITED STATES
Finite-Lived Intangible Assets [Line Items]
Goodwill, Impaired, Accumulated Impairment Loss	7,190.0				7,220.0						7,190.0	7,220.0	7,220.0
International
Finite-Lived Intangible Assets [Line Items]
Goodwill, Impaired, Accumulated Impairment Loss	$ 489.2				$ 489.2						$ 489.2	$ 489.2	$ 489.2
Direct Lease Acquisition Cost | Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Useful Life									28 days		28 days
Direct Lease Acquisition Cost | Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible Asset, Useful Life									1 year		1 year

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Income Taxes Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Income Tax Disclosure [Abstract]
Taxes on income at U.S. statutory rate	$ 21.2	$ 56.7	$ 83.2		$ 70.1		$ 67.6
State and local taxes, net of federal tax benefit	4.2	9.9	7.6		13.4		13.1
Effect of foreign operations	2.2	1.7	4.0		2.2		3.4
Effective Income Tax Rate Reconciliation, Tax Settlement, Amount			0		0		3.8
Reversal of deferred tax liability	(232.3)	0
Other, net	1.8	2.2	1.8	[1]	3.3	[1]	(0.1)	[1]
Provision for income taxes	$ (202.9)	$ 70.5	$ 96.6		$ 89.0		$ 87.8

[1] (a)For 2012, other primarily reflects a charge related to the Company’s domestic production deduction.

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Retirement Benefits Amounts Recognized in Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]
Actuarial gains	$ 7.2
Amortization of actuarial losses	1.0	[1]
Cumulative translation adjustments	0.9
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax	9.1
Deferred income taxes	(3.3)
Recognized in other comprehensive loss, net of tax	$ 5.8

[1] Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

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Retirement Benefits Schedule of Changes in Fair Value of Plan Assets (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
Fair value of plan assets, beginning of year	$ 40.1	$ 34.2
Actual return on plan assets	4.5	2.8
Employer contributions	3.8	4.1
Benefits paid	(1.6)	(2.2)
Cumulative translation adjustments	(3.1)	1.2
Fair value of plan assets, end of year	$ 43.7	$ 40.1

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Retirement Benefits Defined Benefit Assumptions (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
Benefit obligations - Discount Rate	5.00%	4.00%
Rate of Compensation Increase	3.00%	3.00%
Net periodic cost - Discount Rate	4.00%	4.50%
Expected Long-term Return on Assets	6.00%	6.20%
Net periodic cost - Rate of Compensation Increase	3.00%	3.00%

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Income Taxes Schedule of Deferred Tax Asset and Liability (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred Income Tax Assets:
Provision for expenses and losses	$ 31.3	$ 35.4
Postretirement and other employee benefits	9.9	12.7
Tax credit and loss carryforwards	14.6	13.7
Other	0.1	1.9
Total deferred income tax assets	55.9	63.7
Valuation allowance	(10.1)	(8.0)
Deferred income tax assets, net	45.8	55.7
Deferred Income Tax Liabilities:
Property, equipment and intangible assets	(309.3)	(340.5)
Other	(0.5)	0
Total deferred income tax liabilities	(309.8)	(340.5)
Deferred income tax liabilities, net	$ (264.0)	$ (284.8)

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Stock-Based Compensation - Schedule of Stock Options Roll Forward (Details) (USD $)	9 Months Ended	12 Months Ended	0 Months Ended	3 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Jul. 16, 2014	Sep. 30, 2014
CBS Corp. Equity and Incentive Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Converted Awards, Number			219,741
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Number of options outstanding, beginning balance	399,581	584,494
Granted		101,611
Exercised	(123,260)	(213,102)
Forfeited or expired	(38,523)	(73,422)
Number of options outstanding, ending balance	18,057	399,581		18,057
Exercisable as of September 30, 2014	18,057	184,215		18,057
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted average exercise price, options outstanding, beginning balance	$ 29.30	$ 22.01
Weighted average exercise price, granted		$ 49.64
Weighted average exercise price, exercised	$ 22.04	$ 18.88
Weighted average exercise price, forfeited or expired	$ 30.75	$ 29.69
Weighted average exercise price, options outstanding, ending balance	$ 27.38	$ 29.30	33.27	$ 27.38
Weighted average exercise price, options exercisable	$ 27.38	$ 21.41		$ 27.38
Omnibus Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Converted from CBS stock options			409,207
Exercised				(2,426)
Forfeited or expired				(16,170)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted average exercise price, exercised				$ 14.71
Weighted average exercise price, forfeited or expired				$ 23.08
Omnibus Stock Incentive Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Number of options outstanding, ending balance	390,611			390,611
Exercisable as of September 30, 2014	166,234			166,234
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted average exercise price, options outstanding, ending balance	$ 17.67		17.87	$ 17.67
Weighted average exercise price, options exercisable	$ 12.29			$ 12.29

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Commitment and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Off-Balance Sheet Commitments

Our off-balance sheet commitments primarily consist of operating lease arrangements and guaranteed minimum franchise payments. These arrangements result from our normal course of business and represent obligations that are payable over several years.

We have long-term operating leases for office space, billboard sites and equipment, which expire at various dates. Certain leases contain renewal and escalation clauses.

We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds approximated $99.3 million as of September 30, 2014, of which none was indemnified by CBS, and $78.3 million as of December 31, 2013, all of which was indemnified by CBS, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

COMMITMENTS AND CONTINGENCIES

The Company’s commitments not recorded on the Combined Consolidated Balance Sheets primarily consist of operating lease arrangements and guaranteed minimum franchise payments. These arrangements result from the Company’s normal course of business and represent obligations that are payable over several years.

The Company has long-term operating leases for billboard sites, office space and equipment, which expire at various dates. Certain leases contain renewal and escalation clauses.

The Company has agreements with municipalities and transit operators which entitle it to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

At December 31, 2013, minimum rental payments under noncancellable operating leases with terms in excess of one year and guaranteed minimum franchise payments are as follows:

	Operating Leases		Guaranteed Minimum Franchise Payments
2014	$	89.7	$	150.8
2015	84.2		97.2
2016	73.0		22.7
2017	59.8		14.7
2018	51.8		7.2
2019 and thereafter	315.5		38.7
Total minimum payments	$	674.0	$	331.3

Rent expense was $292.0 million in 2013, $283.2 million in 2012 and $279.3 million in 2011, including contingent rent amounts of $35.7 million in 2013, $28.6 million in 2012 and $24.7 million in 2011. Rent expense is primarily reflected in operating expenses on the Combined Consolidated Statements of Operations and includes rent on cancellable leases and leases with terms under one year, as well as contingent rent, none of which are included in the operating lease commitments in the table above.

The Company uses letters of credit and surety bonds, which are indemnified by CBS, primarily as security against nonperformance in the normal course of business. At December 31, 2013, the outstanding letters of credit and surety bonds approximated $78.3 million and were not recorded on the Combined Consolidated Balance Sheet.

Legal Matters

On an ongoing basis, the Company is engaged in lawsuits and governmental proceedings and responds to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”) as the outdoor advertising industry is subject to governmental regulation. Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the Company’s opinion, none of its current litigation is expected to have a material adverse effect on the Company’s results of operations, financial position or cash flows.

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Summary of Significant Accounting Policies Narrative (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Summary of Accounting Policies [Line Items]
Customer Billing Term		28 days
Minimum
Summary of Accounting Policies [Line Items]
Customer Contract Term		1 month
Intangible Asset, Useful Life		5 years
Lessee Leasing Arrangements, Operating Leases, Term of Contract		1 month
Lessee Leasing Arrangements, Prepaid Lease Term		1 month
Maximum
Summary of Accounting Policies [Line Items]
Customer Contract Term		12 months
Intangible Asset, Useful Life		40 years
Lessee Leasing Arrangements, Prepaid Lease Term		12 months
Direct Lease Acquisition Cost | Minimum
Summary of Accounting Policies [Line Items]
Intangible Asset, Useful Life	28 days	28 days
Direct Lease Acquisition Cost | Maximum
Summary of Accounting Policies [Line Items]
Intangible Asset, Useful Life	1 year	1 year

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares

	Nine Months Ended
	September 30,
(in millions)	2014		2013
Net income	$	279.1	$	93.5
Weighted average shares for basic EPS	112.3		112.3
Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)	0.5		0.5
Weighted average shares for diluted EPS	112.8		112.8

(a) The potential impact of an aggregate 0.1 million granted RSUs, PRSUs and stock options for the nine months ended September 30, 2014, was antidilutive.

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Income Taxes Schedule of Compenents of Income Tax Expense (Benefit) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract]
United States			$ 239.8	$ 201.9	$ 178.6
Foreign			(2.2)	(1.7)	14.6
Income before income taxes and equity in earnings of investee companies	74.8	162.1	237.6	200.2	193.2
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
Federal			85.1	71.8	32.5
State and Local			21.8	18.9	10.5
Foreign			5.2	4.9	12.0
Current Income Tax Expense (Benefit)			112.1	95.6	55.0
Deferred	(246.4)	4.7	(15.5)	(6.6)	32.8
Provision for income taxes	$ (202.9)	$ 70.5	$ 96.6	$ 89.0	$ 87.8

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Segment Information - Narrative (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2014 segment	Dec. 31, 2013 segment
Segment Reporting [Abstract]
Number of Operating Segments	2	2

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Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Schedule of long-term debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	September 30, 2014			December 31, 2013
Term loan, due 2021	$	798.2		$	—
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	400.0			—
5.625% senior unsecured notes, due 2024	400.0			—
Total senior unsecured notes	800.0			—
Total long-term debt	$	1,598.2		$	—
Weighted average cost of debt	4.2		%	—		%

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Property and Equipment - Summary of Property, Plant and Equipment (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Property and Equipment [Line Items]
Property and Equipment	1,890.1	1,892.0	$ 1,879.2
Less: accumulated depreciation	1,185.7	1,136.6	1,071.3
Property and equipment, net	704.4	755.4	807.9
Land [Member]
Property and Equipment [Line Items]
Property and Equipment	88.4	88.6	87.8
Building and Improvements
Property and Equipment [Line Items]
Property and Equipment	47.5	45.0	45.7
Building and Improvements | Minimum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years	20 years
Building and Improvements | Maximum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years	40 years
Advertising Structures
Property and Equipment [Line Items]
Property and Equipment	1,662.4	1,662.3	1,655.9
Advertising Structures | Minimum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years	5 years
Advertising Structures | Maximum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years	20 years
Furniture, Equipment and Other
Property and Equipment [Line Items]
Property and Equipment	76.1	77.2	76.3
Furniture, Equipment and Other | Minimum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years	3 years
Furniture, Equipment and Other | Maximum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years	10 years
Construction in progress [Member]
Property and Equipment [Line Items]
Property and Equipment	15.7	18.9	$ 13.5

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Stock-Based Compensation - Narrative (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	12 Months Ended	0 Months Ended	9 Months Ended	12 Months Ended		3 Months Ended
	Jul. 16, 2014	Dec. 31, 2013	Mar. 27, 2014	Sep. 30, 2014	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2014	Mar. 18, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangements, Share-based Payment Awards, Options, Conversion Award Ratio	1.9
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		4 years 4 months 6 days
Share Price		$ 63.74
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value		$ 13.8
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term		2 years 10 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value		7.8
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Not yet Recognized, Share-based Awards Other than Options		9.7		20.6
Compensation Cost Not yet Recognized, Period for Recognition		2 years 3 months		2 years 11 months
Conversion of Award Ratio			2.2
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value		16.4			11.4	10.1
Restricted Stock Units (RSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period				3 years			3 years
Restricted Stock Units (RSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period				4 years			4 years
Performance Restricted Stock Units (PRSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Measurement Period Stock-Based Awards				1 year
Performance Restricted Stock Units (PRSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout on Stock-Based Compensation Award (percent)				0.00%
Performance Restricted Stock Units (PRSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout on Stock-Based Compensation Award (percent)				120.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Cost Not yet Recognized, Period for Recognition				2 years 7 months
Compensation Not yet Recognized, Stock Options				0.9
Omnibus Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares Available for Grant								8,000,000
Converted from CBS stock options	409,207
Omnibus Stock Incentive Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested Outfront RSUs converted from CBS RSUs			561,021
CBS Corp. Equity and Incentive Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested CBS RSUs converted to Outdoor RSUs			256,172
CBS Corp. Equity and Incentive Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Cost Not yet Recognized, Period for Recognition		3 years
Compensation Not yet Recognized, Stock Options		$ 1.7
Award Vesting Period		4 years
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Converted Awards, Number	(219,741)
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		8 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 14.04			$ 8.83	$ 7.59

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Long-Term Debt - Schedule of Long-Term Debt Instruments (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt	$ 1,598,200,000	$ 0	$ 0
Weighted average cost of debt	4.20%	0.00%
Secured Debt | Term loan, due 2021
Debt Instrument [Line Items]
Long-term debt	798,200,000	0
Senior Notes
Debt Instrument [Line Items]
Long-term debt	800,000,000	0
Senior Notes | 5.250% senior unsecured notes, due 2022
Debt Instrument [Line Items]
Long-term debt	400,000,000	0
Senior Notes | 5.625% senior unsecured notes, due 2024
Debt Instrument [Line Items]
Long-term debt	$ 400,000,000	$ 0

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Condensed Consolidating Financial Statements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Condensed Consolidated Financial Statements [Abstract]

Condensed Consolidating Statement of Financial Position

	As of September 30, 2014
(in millions)	Parent Company		Subsidiary Issuer(a)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	230.0	$	23.5		$	18.7	$	—		$	272.2
Receivables, less allowances	—		—		140.9			34.7		—			175.6
Other current assets	—		4.1		87.4			21.5		—			113.0
Total current assets	—		234.1		251.8			74.9		—			560.8
Property and equipment, net	—		—		596.2			108.2		—			704.4
Goodwill	—		—		1,751.4			109.0		—			1,860.4
Intangible assets	—		—		319.9			0.2		—			320.1
Investment in subsidiaries	1,567.0		2,935.5		218.6			—		(4,721.1		)	—
Other assets	—		23.9		48.1			5.1		—			77.1
Intercompany	—		—		66.1			54.8		(120.9		)	—
Total assets	$	1,567.0	$	3,193.5	$	3,252.1		$	352.2	$	(4,842.0	)	$	3,522.8
Total current liabilities	$	—	$	28.3	$	176.4		$	33.2	$	—		$	237.9
Long-term debt	—		1,598.2		—			—		—			1,598.2
Deferred income tax liabilities, net	—		—		(1.1		)	23.9		—			22.8
Asset retirement obligation	—		—		23.7			8.6		—			32.3
Deficit in excess of investment in subsidiaries	—		—		1,368.5			—		(1,368.5		)	—
Other liabilities	—		—		62.8			1.8		—			64.6
Intercompany	—		—		54.8			66.1		(120.9		)	—
Total liabilities	—		1,626.5		1,685.1			133.6		(1,489.4		)	1,955.8
Total stockholders’ equity	1,567.0		1,567.0		1,567.0			218.6		(3,352.6		)	1,567.0
Total liabilities and shareholders’ equity	$	1,567.0	$	3,193.5	$	3,252.1		$	352.2	$	(4,842.0	)	$	3,522.8

(a) Outfront Media Capital Corporation is a co-issuer finance subsidiary with no assets or liabilities and has not been presented herein.

	As of December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	—	$	2.1	$	27.7	$	—		$	29.8
Receivables, less allowances	—		—		146.0		32.8		—			178.8
Other current assets	—		—		89.1		19.5		—			108.6
Total current assets	—		—		237.2		80.0		—			317.2
Property and equipment, net	—		—		628.1		127.3		—			755.4
Goodwill	—		—		1,751.6		114.1		—			1,865.7
Intangible assets	—		—		364.2		0.2		—			364.4
Investment in subsidiaries	—		—		232.9		—		(232.9		)	—
Other assets	—		—		46.5		6.3		—			52.8
Intercompany	—		—		66.0		55.7		(121.7		)	—
Total assets	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5
Total current liabilities	$	—	$	—	$	168.3	$	43.9	$	—		$	212.2
Deferred income tax liabilities, net	—		—		259.4		29.1		—			288.5
Asset retirement obligation	—		—		23.1		8.6		—			31.7
Other liabilities	—		—		65.6		3.1		—			68.7
Intercompany	—		—		55.7		66.0		(121.7		)	—
Total liabilities	—		—		572.1		150.7		(121.7		)	601.1
Total invested equity	—		—		2,754.4		232.9		(232.9		)	2,754.4
Total liabilities and invested equity	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5

	As of December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	—	$	2.1	$	27.7	$	—		$	29.8
Receivables, less allowances	—		—		146.0		32.8		—			178.8
Other current assets	—		—		89.1		19.5		—			108.6
Total current assets	—		—		237.2		80.0		—			317.2
Property and equipment, net	—		—		628.1		127.3		—			755.4
Goodwill	—		—		1,751.6		114.1		—			1,865.7
Intangible assets	—		—		364.2		0.2		—			364.4
Investment in subsidiaries	—		—		232.9		—		(232.9		)	—
Other assets	—		—		46.5		6.3		—			52.8
Intercompany	—		—		66.0		55.7		(121.7		)	—
Total assets	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5
Total current liabilities	$	—	$	—	$	168.3	$	43.9	$	—		$	212.2
Deferred income tax liabilities, net	—		—		259.4		29.1		—			288.5
Asset retirement obligation	—		—		23.1		8.6		—			31.7
Other liabilities	—		—		65.6		3.1		—			68.7
Intercompany	—		—		55.7		66.0		(121.7		)	—
Total liabilities	—		—		572.1		150.7		(121.7		)	601.1
Total invested equity	—		—		2,754.4		232.9		(232.9		)	2,754.4
Total liabilities and invested equity	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5

	As of December 31, 2012
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	—	$	9.5	$	10.7	$	—		$	20.2
Receivables, less allowances	—		—		138.0		37.1		—			175.1
Other current assets	—		—		98.2		21.5		—			119.7
Total current assets	—		—		245.7		69.3		—			315.0
Property and equipment, net	—		—		655.8		152.1		—			807.9
Goodwill	—		—		1,758.0		119.2		—			1,877.2
Intangible assets	—		—		419.7		0.3		—			420.0
Investment in subsidiaries	—		—		241.0		—		(241.0		)	—
Other assets	—		—		35.2		9.6		—			44.8
Intercompany	—		—		65.8		56.5		(122.3		)	—
Total assets	$	—	$	—	$	3,421.2	$	407.0	$	(363.3	)	$	3,464.9
Total current liabilities	$	—	$	—	$	158.7	$	46.9	$	—		$	205.6
Deferred income tax liabilities, net	—		—		276.8		37.0		—			313.8
Asset retirement obligation	—		—		28.0		2.6		—			30.6
Other liabilities	—		—		57.3		13.7		—			71.0
Intercompany	—		—		56.5		65.8		(122.3		)	—
Total liabilities	—		—		577.3		166.0		(122.3		)	621.0
Total invested equity	—		—		2,843.9		241.0		(241.0		)	2,843.9
Total liabilities and invested equity	$	—	$	—	$	3,421.2	$	407.0	$	(363.3	)	$	3,464.9

Condensed Consolidating Income Statement of Operations

	Nine Months Ended September 30, 2014
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—		$	—		$	599.7		$	90.5		$	—		$	690.2
Transit and other	—			—			242.7			25.9			—			268.6
Total revenues	—			—			842.4			116.4			—			958.8
Expenses:
Operating	—			—			436.2			76.1			—			512.3
Selling, general and administrative	0.9			—			136.8			23.4			—			161.1
Restructuring charges	—			—			6.2			—			—			6.2
Acquisition costs	—			—			1.4			—			—			1.4
Net (gain) loss on dispositions	—			—			(1.3		)	(0.1		)	—			(1.4		)
Depreciation	—			—			62.2			17.1			—			79.3
Amortization	—			—			63.6			3.7			—			67.3
Total expenses	0.9			—			705.1			120.2			—			826.2
Operating income	(0.9		)	—			137.3			(3.8		)	—			132.6
Interest expense	—			(57.3		)	(0.1		)	0.1			—			(57.3		)
Other income (expenses)	—			—			—			(0.5		)	—			(0.5		)
Income before income taxes and equity earnings of investee	(0.9		)	(57.3		)	137.2			(4.2		)	—			74.8
Provision for income taxes	—			—			205.2			(2.3		)	—			202.9
Equity in earnings of investee companies, net of tax	280.0			337.3			(62.4		)	0.4			(553.9		)	1.4
Net income	$	279.1		$	280.0		$	280.0		$	(6.1	)	$	(553.9	)	$	279.1
Net income	$	279.1		$	280.0		$	280.0		$	(6.1	)	$	(553.9	)	$	279.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	(3.1		)	(3.1		)	(3.1		)	(3.1		)	9.3			(3.1		)
Net actuarial loss	0.2			0.2			0.2			0.2			(0.6		)	0.2
Deferred tax rate adjustment	(1.2		)	(1.2		)	(1.2		)	(1.2		)	3.6			(1.2		)
Total other comprehensive income (loss), net of tax	(4.1		)	(4.1		)	(4.1		)	(4.1		)	12.3			(4.1		)
Total comprehensive income	$	275.0		$	275.9		$	275.9		$	(10.2	)	$	(541.6	)	$	275.0

	Nine Months Ended September 30, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	589.8		$	96.0		$	—		$	685.8
Transit and other	—		—		237.8			26.5			—			264.3
Total revenues	—		—		827.6			122.5			—			950.1
Expenses:
Operating	—		—		426.1			78.4			—			504.5
Selling, general and administrative	—		—		122.7			24.1			—			146.8
Net (gain) loss on dispositions	—		—		(10.0		)	0.2			—			(9.8		)
Depreciation	—		—		60.5			17.8			—			78.3
Amortization	—		—		64.3			3.9			—			68.2
Total expenses	—		—		663.6			124.4			—			788.0
Operating income (loss)	—		—		164.0			(1.9		)	—			162.1
Interest expense	—		—		—			—			—			—
Other income (expenses)	—		—		(0.1		)	0.1			—			—
Income before income taxes and equity earnings of investee	—		—		163.9			(1.8		)	—			162.1
Provision for income taxes	—		—		(68.2		)	(2.3		)	—			(70.5		)
Equity in earnings of investee companies, net of tax	—		—		(2.2		)	—			4.1			1.9
Net income	$	—	$	—	$	93.5		$	(4.1	)	$	4.1		$	93.5
Net income	$	—	$	—	$	93.5		$	(4.1	)	$	4.1		$	93.5
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—		(12.3		)	(12.3		)	12.3			(12.3		)
Net actuarial loss	—		—		0.4			0.4			(0.4		)	0.4
Total other comprehensive income (loss), net of tax	—		—		(11.9		)	(11.9		)	11.9			(11.9		)
Total comprehensive income	$	—	$	—	$	81.6		$	(16.0	)	$	16.0		$	81.6

	Year Ended December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	796.6		$	129.1		$	—		$	925.7
Transit and other	—		—		333.5			34.8			—			368.3
Total revenues	—		—		1,130.1			163.9			—			1,294.0
Expenses:
Operating	—		—		584.2			102.7			—			686.9
Selling, general and administrative	—		—		167.7			32.1			—			199.8
Net (gain) loss on dispositions	—		—		(27.5		)	0.2			—			(27.3		)
Depreciation	—		—		80.7			23.8			—			104.5
Amortization	—		—		86.1			5.2			—			91.3
Total expenses	—		—		891.2			164.0			—			1,055.2
Operating income	—		—		238.9			(0.1		)	—			238.8
Other income (expenses)	—		—		(0.2		)	(1.0		)	—			(1.2		)
Income before income taxes and equity earnings of investee	—		—		238.7			(1.1		)	—			237.6
Provision for income taxes	—		—		(93.3		)	(3.3		)	—			(96.6		)
Equity in earnings of investee companies, net of tax	—		—		(1.9		)	—			4.4			2.5
Net income	$	—	$	—	$	143.5		$	(4.4	)	$	4.4		$	143.5
Net income	$	—	$	—	$	143.5		$	(4.4	)	$	4.4		$	143.5
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—		(14.9		)	(14.9		)	14.9			(14.9		)
Net actuarial loss	—		—		5.8			5.6			(5.6		)	5.8
Total other comprehensive income (loss), net of tax	—		—		(9.1		)	(9.3		)	9.3			(9.1		)
Total comprehensive income	$	—	$	—	$	134.4		$	(13.7	)	$	13.7		$	134.4

	Year Ended December 31, 2012
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	770.7		$	142.9		$	—		$	913.6
Transit and other	—		—		327.9			43.1			—			371.0
Total revenues	—		—		1,098.6			186.0			—			1,284.6
Expenses:
Operating	—		—		577.9			122.2			—			700.1
Selling, general and administrative	—		—		148.5			33.3			—			181.8
Restructuring charges	—		—		1.8			0.7			—			2.5
Net (gain) loss on dispositions	—		—		1.6			0.6			—			2.2
Depreciation	—		—		80.4			25.5			—			105.9
Amortization	—		—		85.2			5.7			—			90.9
Total expenses	—		—		895.4			188.0			—			1,083.4
Operating income (loss)	—		—		203.2			(2.0		)	—			201.2
Other income (expenses)	—		—		(0.1		)	(0.9		)	—			(1.0		)
Income before income taxes and equity earnings of investee	—		—		203.1			(2.9		)	—			200.2
Provision for income taxes	—		—		(87.3		)	(1.7		)	—			(89.0		)
Equity in earnings of investee companies, net of tax	—		—		(2.4		)	—			4.6			2.2
Net income	$	—	$	—	$	113.4		$	(4.6	)	$	4.6		$	113.4
Net income	$	—	$	—	$	113.4		$	(4.6	)	$	4.6		$	113.4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—		11.0			11.0			(11.0		)	11.0
Net actuarial loss	—		—		(1.4		)	(1.3		)	1.3			(1.4		)
Total other comprehensive income (loss), net of tax	—		—		9.6			9.7			(9.7		)	9.6
Total comprehensive income	$	—	$	—	$	123.0		$	5.1		$	(5.1	)	$	123.0

	Year Ended December 31, 2011
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	746.8		$	147.4		$	—		$	894.2
Transit and other	—		—		304.7			78.2			—			382.9
Total revenues	—		—		1,051.5			225.6			—			1,277.1
Expenses:
Operating	—		—		554.3			135.1			—			689.4
Selling, general and administrative	—		—		145.1			33.3			—			178.4
Restructuring charges	—		—		2.2			0.8			—			3.0
Net (gain) loss on dispositions	—		—		2.1			(0.1		)	—			2.0
Depreciation	—		—		81.5			27.5			—			109.0
Amortization	—		—		86.7			16.2			—			102.9
Total expenses	—		—		871.9			212.8			—			1,084.7
Operating income (loss)	—		—		179.6			12.8			—			192.4
Other income (expenses)	—		—		(0.1		)	0.9			—			0.8
Income before income taxes and equity earnings of investee	—		—		179.5			13.7			—			193.2
Provision for income taxes	—		—		(79.2		)	(8.6		)	—			(87.8		)
Equity in earnings of investee companies, net of tax	—		—		6.8			—			(5.1		)	1.7
Net income	$	—	$	—	$	107.1		$	5.1		$	(5.1	)	$	107.1
Net income	$	—	$	—	$	107.1		$	5.1		$	(5.1	)	$	107.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—		(14.3		)	(14.3		)	14.3			(14.3		)
Net actuarial loss	—		—		(3.2		)	(3.0		)	3.0			(3.2		)
Total other comprehensive income (loss), net of tax	—		—		(17.5		)	(17.3		)	17.3			(17.5		)
Total comprehensive income	$	—	$	—	$	89.6		$	(12.2	)	$	12.2		$	89.6

Condensed Condensed Consolidating Statement of Cash Flows

	Nine Months Ended September 30, 2014
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	(0.9	)	$	(25.6	)	$	213.9		$	(2.9	)	$	—	$	184.5
Cash used in investing activities	—			—			(35.3		)	(6.0		)	—		(41.3		)
Financing activities:
Proceeds from IPO	615.0			—			—			—			—		615.0
Proceeds from long-term debt borrowings	—			1,598.0			—			—			—		1,598.0
Deferred financing fees	—			(24.8		)	—			—			—		(24.8		)
Distribution of debt and IPO proceeds to CBS	(515.0		)	(1,523.8		)	—			—			—		(2,038.8		)
Net cash contribution from CBS	—			—			39.8			—			—		39.8
Dividends	(88.8		)	—			—			—			—		(88.8		)
Intercompany	(10.3		)	206.2			(197.0		)	1.1			—		—
Cash used in financing activities	0.9			255.6			(157.2		)	1.1			—		100.4
Effect of exchange rate on cash and cash equivalents	—			—			—			(1.2		)	—		(1.2		)
Net increase (decrease) in cash and cash equivalents	—			230.0			21.4			(9.0		)	—		242.4
Cash and cash equivalents at beginning of period	—			—			2.1			27.7			—		29.8
Cash and cash equivalents at end of period	$	—		$	230.0		$	23.5		$	18.7		$	—	$	272.2

	Nine Months Ended September 30, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	175.0		$	3.7		$	—	$	178.7
Cash used in investing activities	—		—		(37.2		)	(3.9		)	—		(41.1		)
Financing activities:
Excess tax benefit from stock-based compensation	—		—		5.5			—			—		5.5
Net cash distribution to CBS	—		—		(143.3		)	4.7			—		(138.6		)
Cash used in financing activities	—		—		(137.8		)	4.7			—		(133.1		)
Effect of exchange rate on cash and cash equivalents	—		—		—			(0.6		)	—		(0.6		)
Net increase (decrease) in cash and cash equivalents	—		—		—			3.9			—		3.9
Cash and cash equivalents at beginning of period	—		—		9.5			10.7			—		20.2
Cash and cash equivalents at end of period	$	—	$	—	$	9.5		$	14.6		$	—	$	24.1

	Year Ended December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	268.2		$	12.9		$	—	$	281.1
Cash used in investing activities	—		—		(37.0		)	(6.7		)	—		(43.7		)
Financing activities:
Excess tax benefit from stock-based compensation	—		—		5.8			—			—		5.8
Net cash (distribution to)/contribution from CBS	—		—		(244.4		)	11.8			—		(232.6		)
Other	—		—		—			(0.2		)	—		(0.2		)
Cash used in financing activities	—		—		(238.6		)	11.6			—		(227.0		)
Effect of exchange rate on cash and cash equivalents	—		—		—			(0.8		)	—		(0.8		)
Net increase (decrease) in cash and cash equivalents	—		—		(7.4		)	17.0			—		9.6
Cash and cash equivalents at beginning of period	—		—		9.5			10.7			—		20.2
Cash and cash equivalents at end of period	$	—	$	—	$	2.1		$	27.7		$	—	$	29.8

	Year Ended December 31, 2012
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	277.3		$	28.6		$	—	$	305.9
Cash used in investing activities	—		—		(42.5		)	(5.6		)	—		(48.1		)
Financing activities:
Excess tax benefit from stock-based compensation	—		—		2.9			—			—		2.9
Net cash distribution to CBS	—		—		(238.2		)	(41.5		)	—		(279.7		)
Other	—		—		—			(0.2		)	—		(0.2		)
Cash used in financing activities	—		—		(235.3		)	(41.7		)	—		(277.0		)
Effect of exchange rate on cash and cash equivalents	—		—		—			1.8			—		1.8
Net increase (decrease) in cash and cash equivalents	—		—		(0.5		)	(16.9		)	—		(17.4		)
Cash and cash equivalents at beginning of period	—		—		10.0			27.6			—		37.6
Cash and cash equivalents at end of period	$	—	$	—	$	9.5		$	10.7		$	—	$	20.2

	Year Ended December 31, 2011
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	284.3		$	55.8		$	—	$	340.1
Cash used in investing activities	—		—		(43.4		)	(7.3		)	—		(50.7		)
Financing activities:
Excess tax benefit from stock-based compensation	—		—		2.3			—			—		2.3
Net cash distribution to CBS	—		—		(235.3		)	(34.1		)	—		(269.4		)
Other	—		—		—			(0.2		)	—		(0.2		)
Cash used in financing activities	—		—		(233.0		)	(34.3		)	—		(267.3		)
Effect of exchange rate on cash and cash equivalents	—		—		—			(3.5		)	—		(3.5		)
Net increase (decrease) in cash and cash equivalents	—		—		7.9			10.7			—		18.6
Cash and cash equivalents at beginning of period	—		—		2.1			16.9			—		19.0
Cash and cash equivalents at end of period	$	—	$	—	$	10.0		$	27.6		$	—	$	37.6

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Description of Business and Basis of Presentation

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

Description of Business and Basis of Presentation

Description of Business

Outfront Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) was formed as an indirect wholly owned subsidiary of CBS Corporation (“CBS”). We provide advertising space (“displays”) on out-of-home advertising structures and sites in the U.S., Canada and Latin America. Our portfolio includes billboard displays, which are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes. We also have a number of exclusive multi-year contracts to operate advertising displays in municipal transit systems. We have displays in all of the 25 largest markets in the U.S. and over 180 markets across the U.S., Canada and Latin America. We manage our business through two segments - United States (“U.S.”) and International.

On April 2, 2014, we completed an initial public offering (the “IPO”) of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares. (See Note 2. Initial Public Offering.)

On April 16, 2014, CBS received a private letter ruling from the Internal Revenue Service (“IRS”) with respect to certain issues relevant to our ability to qualify as a real estate investment trust (“REIT”). On July 16, 2014, we ceased to be a member of the CBS consolidated tax group and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014.

On July 16, 2014, CBS completed a registered offer to exchange 97,000,000 shares of our common stock that were owned by CBS for outstanding shares of CBS Class B common stock (the “Exchange Offer”). In connection with the Exchange Offer, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS (the “Separation”) and were no longer a subsidiary of CBS.

On October 1, 2014, we completed our acquisition of certain outdoor advertising businesses (the “Acquired Business”) from Van Wagner Communications, LLC, now known as OA VW LLC (“Van Wagner”), for $690.0 million in cash, plus working capital adjustments (the “Acquisition”). The Acquisition was funded with the net proceeds from the issuance and sale of the New Senior Notes (as defined in Note 18. Subsequent Events) and cash on hand. In nine months ended September 30, 2014, we recorded $7.6 million of commitment and other fees in Interest expense in the Consolidated Statement of Operations associated with a lender commitment to provide a senior unsecured bridge term loan facility for the purpose of financing the Acquisition in the event we did not complete the offering of the New Senior Notes.

On October 20, 2014, we announced the re-branding of the Company to “OUTFRONT media.” Our common stock will begin trading on the New York Stock Exchange under the symbol “OUT,” and our legal name will change, effective November 20, 2014.

On October 29, 2014, we announced that our board of directors approved a quarterly dividend of $0.37 per share. The dividend is payable on December 15, 2014, to stockholders of record of our common stock on November 18, 2014.

On October 29, 2014, our board of directors approved a special dividend of approximately $547.7 million to our stockholders in connection with our conversion to a REIT. The special dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. The special dividend is the amount of our accumulated earnings and profits as of July 17, 2014, the date we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes (the “E&P Purge”). Stockholders will have the option to elect to receive their special dividend in all cash or all stock. However, the aggregate amount of cash to be distributed will be approximately $109.5 million. As stated in Note 2. Initial Public Offering, a portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented. Certain previously reported amounts have been reclassified to conform with the current presentation. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our prospectus, filed with the SEC on July 7, 2014.

We have revised the previously reported condensed consolidated Statement of Cash Flows for the nine months ended September 30, 2013. In prior periods, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $13.8 million for the nine months ended September 30, 2013. We do not believe that these misclassifications were material to the previously reported interim or annual financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders' Equity. The impacted prior periods will be revised as they are presented in future filings.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our 2013 financial statements were presented on a “carve-out” basis from CBS’s consolidated financial statements based on the historical results of operations, cash flows, assets and liabilities attributable to its Outdoor Americas operating segment. Management believes that the assumptions and estimates used in the preparation of the underlying consolidated financial statements are reasonable. However, the consolidated financial statements herein do not necessarily reflect what our financial position, results of operations or cash flows would have been if we had been a stand-alone company during the periods presented. As a result, such historical financial information is not necessarily indicative of our future results of operations, financial position or cash flows.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business—Outfront Media Inc. (the “Company”) was formed as an indirect wholly owned subsidiary of CBS Corporation (“CBS”). CBS completed a series of reorganization transactions resulting in the entities comprising CBS’s Outdoor Americas operating segment being consolidated under the Company. The Company provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States, Canada and Latin America. The Company’s portfolio includes billboard displays, which are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes. The Company also has a number of exclusive multiyear contracts to operate advertising displays in municipal transit systems. The Company has displays in all of the 25 largest markets in the United States and over 180 markets across the United States, Canada and Latin America. The Company manages its business through two segments—United States and International.

The Company filed a registration statement on Form S-11 with the Securities and Exchange Commission (“SEC”) with respect to an initial public offering of its common stock (the “Offering”). Upon completion of the Offering, CBS expects to indirectly own at least 80% of Outfront Media Inc.’s outstanding common stock and Outfront Media Inc. will continue to be controlled by CBS. In January 2014, in connection with this transaction, the Company incurred $1.6 billion of indebtedness (“Formation Borrowings”) (See Note 14).

On March 14, 2014, the Company’s Board of Directors declared a 970,000-for-one split of the Company’s common stock effected through a stock dividend to CBS. As a result of the stock split, the 100 shares of the Company’s common stock outstanding were converted into 97,000,000 shares, par value $0.01 per share. Accordingly, all share and per share data reflect this stock split for all periods presented. Also on March 14, 2014, the Company’s Board of Directors declared a contingent dividend to CBS, payable in an aggregate amount of 3,000,000 shares of the Company’s common stock less the total number of shares of the Company’s common stock actually purchased by the underwriters in the Offering pursuant to their option to purchase an additional 3,000,000 shares. These shares of the Company’s common stock, if any, are payable to CBS at the end of a 30-day period in which the underwriters may exercise this option.

During 2013, CBS submitted a private letter ruling request with the Internal Revenue Service (“IRS”) to qualify the Company as a real estate investment trust (“REIT”). If the ruling is granted, the Company intends to elect the status of and qualify to be taxed as a REIT under the Internal Revenue Code of 1986 (the “Code”), after the Company’s separation from CBS. CBS has been advised by the IRS that the IRS has decided to study the current legal standards it uses to define “real estate” for purposes of the REIT provisions of the Code.

CBS has advised the Company that it currently intends to dispose of all of the shares of Outfront Media Inc. common stock that it indirectly will own upon the completion of the Offering through a tax-free split-off (the “split-off”) pursuant to which CBS will offer its stockholders the option to exchange their shares of CBS common stock for shares of Outfront Media Inc. common stock in an exchange offer. If CBS does not proceed with the split-off, it could elect to dispose of Outfront Media Inc. common stock in a number of different types of transactions, including open market sales, sales to one or more third parties or pro rata distributions of Outfront Media Inc. shares to CBS’s stockholders or a combination of these transactions. All of these actions are subject to customary approvals, and there are no assurances that such transactions will be completed.

Basis of Presentation—The accompanying combined consolidated financial statements are presented on a “carve-out” basis from CBS’s consolidated financial statements based on the historical results of operations, cash flows, assets and liabilities attributable to its Outdoor Americas operating segment. CBS provides the Company with certain services, such as insurance and support for technology systems, and also provides benefits to the Company’s employees, including certain postemployment benefits, medical, dental, life and disability insurance and participation in a 401(k) savings plan. Charges for these services and benefits are reflected in the combined consolidated financial statements based on the specific identification of costs, assets and liabilities. These financial statements also include allocations of centralized corporate expenses from CBS for services, such as tax, internal audit, cash management and other services. These expenses were determined based on various allocation methods, including factors such as headcount, time and effort spent on matters relating to the Company, and the number of CBS operating entities benefiting from such services. In addition, the Company’s income tax provision and related tax accounts are presented as if these amounts were calculated on a separate tax return basis. Management believes that the assumptions and estimates used in preparation of the underlying combined consolidated financial statements are reasonable. However, the combined consolidated financial statements herein do not necessarily reflect what the Company’s financial position, results of operations or cash flows would have been if the Company had been a stand-alone company during the periods presented. As a result, historical financial information is not necessarily indicative of the Company’s future results of operations, financial position or cash flows.

We have revised the previously reported condensed consolidated Statement of Cash Flows for the years ended December 31, 2013, 2012 and 2011. Historically, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $2.7 million for the year ended December 31, 2013, and decreased Net cash used in investing activities and decreased Net cash provided by operating activities by $5.4 million, and $2.0 million for the years ended December 31, 2012 and 2011, respectively. We do not believe that these misclassifications were material to the previously reported interim or annual financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders' Equity.

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Long-Term Debt - Narrative (Details) (USD $)	0 Months Ended	9 Months Ended		3 Months Ended	0 Months Ended
	Jan. 31, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Dec. 31, 2014	Oct. 02, 2014	Dec. 31, 2013	Oct. 01, 2014
Line of Credit Facility [Line Items]
Outstanding letters of credit and surety bonds		$ 99,300,000		$ 99,300,000			$ 78,300,000
Covenant description		The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.
Debt Covenant, Consolidated Total Leverage Ratio		6.0
Consolidated Total Leverage Ratio		3.9
Debt Instrument [Line Items]
Deferred finance costs		29,300,000		29,300,000
Distribution of net debt proceeds to CBS		2,038,800,000	0
Net proceeds retained from incurrence of debt	50,000,000
Secured Debt | Term loan, due 2021
Debt Instrument [Line Items]
Debt face amount	800,000,000
Maturity date	Jan. 31, 2021
Stated interest rate		2.25%		2.25%
Adjustment to term loan reference rate to arrive at effective rate				plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%
Basis spread on variable rate		0.75%
Interest rate at period end		3.00%		3.00%
Debt discount		1,800,000		1,800,000
Senior Notes | 5.250% senior unsecured notes, due 2022
Debt Instrument [Line Items]
Debt face amount	400,000,000
Maturity date	Jan. 31, 2022
Stated interest rate	5.25%
Allowable early redemption percentage for senior notes		35.00%
Senior Notes | 5.625% senior unsecured notes, due 2024
Debt Instrument [Line Items]
Debt face amount	400,000,000
Maturity date	Jan. 31, 2024
Stated interest rate	5.625%
Allowable early redemption percentage for senior notes		35.00%
Long-term Debt
Debt Instrument [Line Items]
Distribution of net debt proceeds to CBS	1,500,000,000
Fair Value, Inputs, Level 2
Debt Instrument [Line Items]
Long-term debt at fair value		1,600,000,000		1,600,000,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	425,000,000
Credit facility, expiration date	Jan. 31, 2019
Cash adjustment to debt compliance calculation		150,000,000		150,000,000
Commitment fee for unused commitments		1,400,000
Outstanding letters of credit and surety bonds		20,500,000		20,500,000
Covenant description		The Credit Agreement contains certain customary affirmative and negative covenants. As of September 30, 2014, the terms of the Revolving Credit Facility require that as an entity being taxed as a REIT, we are required to maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 4.0 to 1.0.
Maximum Consolidated Net Secured Leverage Ratio		1.6
Maximum consolidated net secured coverage ratio, REIT election				4.0
Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	80,000,000
Subsequent Event
Debt Instrument [Line Items]
Deferred finance costs								10,800,000
Distribution of net debt proceeds to CBS	1,520,000,000				109,500,000
Net proceeds retained from incurrence of debt	50,000,000
Subsequent Event | Secured Debt | Term loan, due 2021
Debt Instrument [Line Items]
Debt face amount	800,000,000
Stated interest rate	2.25%
Adjustment to term loan reference rate to arrive at effective rate	2.25% plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%.
Basis spread on variable rate	0.75%
Interest rate at period end	3.00%
Subsequent Event | Senior Notes | 5.250% senior unsecured notes, due 2022
Debt Instrument [Line Items]
Debt face amount	400,000,000							150,000,000
Maturity date	Jan. 31, 2022
Stated interest rate	5.25%							5.25%
Allowable early redemption percentage for senior notes	35.00%					35.00%
Subsequent Event | Senior Notes | 5.625% senior unsecured notes, due 2024
Debt Instrument [Line Items]
Debt face amount	400,000,000
Maturity date	Jan. 31, 2024
Stated interest rate	5.625%
Allowable early redemption percentage for senior notes	35.00%
Subsequent Event | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	425,000,000
Cash adjustment to debt compliance calculation	150,000,000
Covenant description	The terms of the Revolving Credit Facility require the Company to maintain a maximum consolidated net secured leverage ratio of 3.50 to 1.00, which will be increased to 4.00 to 1.00 if the Company elects to be taxed as a REIT.
Maximum consolidated net secured coverage ratio, REIT election	4.0
Subsequent Event | Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	80,000,000
Outstanding letters of credit and surety bonds								$ 10,200,000

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Commitment and Contingencies table (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Contractual Obligation, Fiscal Year Maturity Schedule

At December 31, 2013, minimum rental payments under noncancellable operating leases with terms in excess of one year and guaranteed minimum franchise payments are as follows:

	Operating Leases		Guaranteed Minimum Franchise Payments
2014	$	89.7	$	150.8
2015	84.2		97.2
2016	73.0		22.7
2017	59.8		14.7
2018	51.8		7.2
2019 and thereafter	315.5		38.7
Total minimum payments	$	674.0	$	331.3

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Condensed Consolidating Financial Statements

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Condensed Consolidated Financial Statements [Abstract]

Condensed Financial Statements [Text Block]

Condensed Consolidating Information

We and our material existing and future direct and indirect 100% owned domestic subsidiaries (except the Borrowers under the Senior Credit Facilities), including Outdoor Inc., Outfront Media LLC, Outfront Media Group LLC, Outfront Media Outernet Inc., Outfront Media Sports Inc. and Outfront Media L.A. Inc., guarantee the obligations under the Term Loan and the Revolving Credit Facility. The Senior Notes and New Senior Notes are fully and unconditionally, and jointly and severally guaranteed on a senior unsecured basis by us and each of our direct and indirect wholly owned domestic subsidiaries that guarantees the Senior Credit Facilities (see Note 8. Long-Term Debt and Note 17. Subsequent Events). The Parent Company and the Subsidiary Issuer were formed in preparation for the Separation. The balances and activity with respect to these entities were minimal prior to our incurrence of indebtedness pursuant to the Senior Credit Facilities and the Senior Notes in January 2014. The following condensed consolidating schedules present financial information on a combined basis in conformity with the SEC’s Regulation S-X, Rule 3-10:

	As of September 30, 2014
(in millions)	Parent Company		Subsidiary Issuer(a)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	230.0	$	23.5		$	18.7	$	—		$	272.2
Receivables, less allowances	—		—		140.9			34.7		—			175.6
Other current assets	—		4.1		87.4			21.5		—			113.0
Total current assets	—		234.1		251.8			74.9		—			560.8
Property and equipment, net	—		—		596.2			108.2		—			704.4
Goodwill	—		—		1,751.4			109.0		—			1,860.4
Intangible assets	—		—		319.9			0.2		—			320.1
Investment in subsidiaries	1,567.0		2,935.5		218.6			—		(4,721.1		)	—
Other assets	—		23.9		48.1			5.1		—			77.1
Intercompany	—		—		66.1			54.8		(120.9		)	—
Total assets	$	1,567.0	$	3,193.5	$	3,252.1		$	352.2	$	(4,842.0	)	$	3,522.8
Total current liabilities	$	—	$	28.3	$	176.4		$	33.2	$	—		$	237.9
Long-term debt	—		1,598.2		—			—		—			1,598.2
Deferred income tax liabilities, net	—		—		(1.1		)	23.9		—			22.8
Asset retirement obligation	—		—		23.7			8.6		—			32.3
Deficit in excess of investment in subsidiaries	—		—		1,368.5			—		(1,368.5		)	—
Other liabilities	—		—		62.8			1.8		—			64.6
Intercompany	—		—		54.8			66.1		(120.9		)	—
Total liabilities	—		1,626.5		1,685.1			133.6		(1,489.4		)	1,955.8
Total stockholders’ equity	1,567.0		1,567.0		1,567.0			218.6		(3,352.6		)	1,567.0
Total liabilities and shareholders’ equity	$	1,567.0	$	3,193.5	$	3,252.1		$	352.2	$	(4,842.0	)	$	3,522.8

(a) Outfront Media Capital Corporation is a co-issuer finance subsidiary with no assets or liabilities and has not been presented herein.

	As of December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	—	$	2.1	$	27.7	$	—		$	29.8
Receivables, less allowances	—		—		146.0		32.8		—			178.8
Other current assets	—		—		89.1		19.5		—			108.6
Total current assets	—		—		237.2		80.0		—			317.2
Property and equipment, net	—		—		628.1		127.3		—			755.4
Goodwill	—		—		1,751.6		114.1		—			1,865.7
Intangible assets	—		—		364.2		0.2		—			364.4
Investment in subsidiaries	—		—		232.9		—		(232.9		)	—
Other assets	—		—		46.5		6.3		—			52.8
Intercompany	—		—		66.0		55.7		(121.7		)	—
Total assets	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5
Total current liabilities	$	—	$	—	$	168.3	$	43.9	$	—		$	212.2
Deferred income tax liabilities, net	—		—		259.4		29.1		—			288.5
Asset retirement obligation	—		—		23.1		8.6		—			31.7
Other liabilities	—		—		65.6		3.1		—			68.7
Intercompany	—		—		55.7		66.0		(121.7		)	—
Total liabilities	—		—		572.1		150.7		(121.7		)	601.1
Total invested equity	—		—		2,754.4		232.9		(232.9		)	2,754.4
Total liabilities and invested equity	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5

	Nine Months Ended September 30, 2014
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—		$	—		$	599.7		$	90.5		$	—		$	690.2
Transit and other	—			—			242.7			25.9			—			268.6
Total revenues	—			—			842.4			116.4			—			958.8
Expenses:
Operating	—			—			436.2			76.1			—			512.3
Selling, general and administrative	0.9			—			136.8			23.4			—			161.1
Restructuring charges	—			—			6.2			—			—			6.2
Acquisition costs	—			—			1.4			—			—			1.4
Net (gain) loss on dispositions	—			—			(1.3		)	(0.1		)	—			(1.4		)
Depreciation	—			—			62.2			17.1			—			79.3
Amortization	—			—			63.6			3.7			—			67.3
Total expenses	0.9			—			705.1			120.2			—			826.2
Operating income	(0.9		)	—			137.3			(3.8		)	—			132.6
Interest expense	—			(57.3		)	(0.1		)	0.1			—			(57.3		)
Other income (expenses)	—			—			—			(0.5		)	—			(0.5		)
Income before income taxes and equity earnings of investee	(0.9		)	(57.3		)	137.2			(4.2		)	—			74.8
Provision for income taxes	—			—			205.2			(2.3		)	—			202.9
Equity in earnings of investee companies, net of tax	280.0			337.3			(62.4		)	0.4			(553.9		)	1.4
Net income	$	279.1		$	280.0		$	280.0		$	(6.1	)	$	(553.9	)	$	279.1
Net income	$	279.1		$	280.0		$	280.0		$	(6.1	)	$	(553.9	)	$	279.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	(3.1		)	(3.1		)	(3.1		)	(3.1		)	9.3			(3.1		)
Net actuarial loss	0.2			0.2			0.2			0.2			(0.6		)	0.2
Deferred tax rate adjustment	(1.2		)	(1.2		)	(1.2		)	(1.2		)	3.6			(1.2		)
Total other comprehensive income (loss), net of tax	(4.1		)	(4.1		)	(4.1		)	(4.1		)	12.3			(4.1		)
Total comprehensive income	$	275.0		$	275.9		$	275.9		$	(10.2	)	$	(541.6	)	$	275.0

	Nine Months Ended September 30, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	589.8		$	96.0		$	—		$	685.8
Transit and other	—		—		237.8			26.5			—			264.3
Total revenues	—		—		827.6			122.5			—			950.1
Expenses:
Operating	—		—		426.1			78.4			—			504.5
Selling, general and administrative	—		—		122.7			24.1			—			146.8
Net (gain) loss on dispositions	—		—		(10.0		)	0.2			—			(9.8		)
Depreciation	—		—		60.5			17.8			—			78.3
Amortization	—		—		64.3			3.9			—			68.2
Total expenses	—		—		663.6			124.4			—			788.0
Operating income (loss)	—		—		164.0			(1.9		)	—			162.1
Interest expense	—		—		—			—			—			—
Other income (expenses)	—		—		(0.1		)	0.1			—			—
Income before income taxes and equity earnings of investee	—		—		163.9			(1.8		)	—			162.1
Provision for income taxes	—		—		(68.2		)	(2.3		)	—			(70.5		)
Equity in earnings of investee companies, net of tax	—		—		(2.2		)	—			4.1			1.9
Net income	$	—	$	—	$	93.5		$	(4.1	)	$	4.1		$	93.5
Net income	$	—	$	—	$	93.5		$	(4.1	)	$	4.1		$	93.5
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—		(12.3		)	(12.3		)	12.3			(12.3		)
Net actuarial loss	—		—		0.4			0.4			(0.4		)	0.4
Total other comprehensive income (loss), net of tax	—		—		(11.9		)	(11.9		)	11.9			(11.9		)
Total comprehensive income	$	—	$	—	$	81.6		$	(16.0	)	$	16.0		$	81.6

	Nine Months Ended September 30, 2014
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	(0.9	)	$	(25.6	)	$	213.9		$	(2.9	)	$	—	$	184.5
Cash used in investing activities	—			—			(35.3		)	(6.0		)	—		(41.3		)
Financing activities:
Proceeds from IPO	615.0			—			—			—			—		615.0
Proceeds from long-term debt borrowings	—			1,598.0			—			—			—		1,598.0
Deferred financing fees	—			(24.8		)	—			—			—		(24.8		)
Distribution of debt and IPO proceeds to CBS	(515.0		)	(1,523.8		)	—			—			—		(2,038.8		)
Net cash contribution from CBS	—			—			39.8			—			—		39.8
Dividends	(88.8		)	—			—			—			—		(88.8		)
Intercompany	(10.3		)	206.2			(197.0		)	1.1			—		—
Cash used in financing activities	0.9			255.6			(157.2		)	1.1			—		100.4
Effect of exchange rate on cash and cash equivalents	—			—			—			(1.2		)	—		(1.2		)
Net increase (decrease) in cash and cash equivalents	—			230.0			21.4			(9.0		)	—		242.4
Cash and cash equivalents at beginning of period	—			—			2.1			27.7			—		29.8
Cash and cash equivalents at end of period	$	—		$	230.0		$	23.5		$	18.7		$	—	$	272.2

	Nine Months Ended September 30, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	175.0		$	3.7		$	—	$	178.7
Cash used in investing activities	—		—		(37.2		)	(3.9		)	—		(41.1		)
Financing activities:
Excess tax benefit from stock-based compensation	—		—		5.5			—			—		5.5
Net cash distribution to CBS	—		—		(143.3		)	4.7			—		(138.6		)
Cash used in financing activities	—		—		(137.8		)	4.7			—		(133.1		)
Effect of exchange rate on cash and cash equivalents	—		—		—			(0.6		)	—		(0.6		)
Net increase (decrease) in cash and cash equivalents	—		—		—			3.9			—		3.9
Cash and cash equivalents at beginning of period	—		—		9.5			10.7			—		20.2
Cash and cash equivalents at end of period	$	—	$	—	$	9.5		$	14.6		$	—	$	24.1

We and our material existing and future direct and indirect 100% owned domestic subsidiaries (except the Borrowers under the Senior Credit Facilities), including Outdoor Inc., Outfront Media LLC, Outfront Media Group LLC, Outfront Media Outernet Inc., Outfront Media Sports Inc. and Outfront Media L.A. Inc., guarantee the obligations under the Term Loan and the Revolving Credit Facility. The Senior Notes and New Senior Notes are fully and unconditionally, and jointly and severally guaranteed on a senior unsecured basis by us and each of our direct and indirect wholly owned domestic subsidiaries that guarantees the Senior Credit Facilities (see Note 14. Subsequent Events and Note 15. Subsequent Events (Unaudited)). The Parent Company and the Subsidiary Issuer were formed in preparation for the split-off. The balances and activity with respect to these entities were minimal prior to our incurrence of indebtedness pursuant to the Senior Credit Facilities and the Senior Notes in January 2014. The following condensed consolidating schedules present financial information on a combined basis in conformity with the SEC’s Regulation S-X, Rule 3-10:

	As of December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	—	$	2.1	$	27.7	$	—		$	29.8
Receivables, less allowances	—		—		146.0		32.8		—			178.8
Other current assets	—		—		89.1		19.5		—			108.6
Total current assets	—		—		237.2		80.0		—			317.2
Property and equipment, net	—		—		628.1		127.3		—			755.4
Goodwill	—		—		1,751.6		114.1		—			1,865.7
Intangible assets	—		—		364.2		0.2		—			364.4
Investment in subsidiaries	—		—		232.9		—		(232.9		)	—
Other assets	—		—		46.5		6.3		—			52.8
Intercompany	—		—		66.0		55.7		(121.7		)	—
Total assets	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5
Total current liabilities	$	—	$	—	$	168.3	$	43.9	$	—		$	212.2
Deferred income tax liabilities, net	—		—		259.4		29.1		—			288.5
Asset retirement obligation	—		—		23.1		8.6		—			31.7
Other liabilities	—		—		65.6		3.1		—			68.7
Intercompany	—		—		55.7		66.0		(121.7		)	—
Total liabilities	—		—		572.1		150.7		(121.7		)	601.1
Total invested equity	—		—		2,754.4		232.9		(232.9		)	2,754.4
Total liabilities and invested equity	$	—	$	—	$	3,326.5	$	383.6	$	(354.6	)	$	3,355.5

	As of December 31, 2012
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	—	$	9.5	$	10.7	$	—		$	20.2
Receivables, less allowances	—		—		138.0		37.1		—			175.1
Other current assets	—		—		98.2		21.5		—			119.7
Total current assets	—		—		245.7		69.3		—			315.0
Property and equipment, net	—		—		655.8		152.1		—			807.9
Goodwill	—		—		1,758.0		119.2		—			1,877.2
Intangible assets	—		—		419.7		0.3		—			420.0
Investment in subsidiaries	—		—		241.0		—		(241.0		)	—
Other assets	—		—		35.2		9.6		—			44.8
Intercompany	—		—		65.8		56.5		(122.3		)	—
Total assets	$	—	$	—	$	3,421.2	$	407.0	$	(363.3	)	$	3,464.9
Total current liabilities	$	—	$	—	$	158.7	$	46.9	$	—		$	205.6
Deferred income tax liabilities, net	—		—		276.8		37.0		—			313.8
Asset retirement obligation	—		—		28.0		2.6		—			30.6
Other liabilities	—		—		57.3		13.7		—			71.0
Intercompany	—		—		56.5		65.8		(122.3		)	—
Total liabilities	—		—		577.3		166.0		(122.3		)	621.0
Total invested equity	—		—		2,843.9		241.0		(241.0		)	2,843.9
Total liabilities and invested equity	$	—	$	—	$	3,421.2	$	407.0	$	(363.3	)	$	3,464.9

	Year Ended December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	796.6		$	129.1		$	—		$	925.7
Transit and other	—		—		333.5			34.8			—			368.3
Total revenues	—		—		1,130.1			163.9			—			1,294.0
Expenses:
Operating	—		—		584.2			102.7			—			686.9
Selling, general and administrative	—		—		167.7			32.1			—			199.8
Net (gain) loss on dispositions	—		—		(27.5		)	0.2			—			(27.3		)
Depreciation	—		—		80.7			23.8			—			104.5
Amortization	—		—		86.1			5.2			—			91.3
Total expenses	—		—		891.2			164.0			—			1,055.2
Operating income	—		—		238.9			(0.1		)	—			238.8
Other income (expenses)	—		—		(0.2		)	(1.0		)	—			(1.2		)
Income before income taxes and equity earnings of investee	—		—		238.7			(1.1		)	—			237.6
Provision for income taxes	—		—		(93.3		)	(3.3		)	—			(96.6		)
Equity in earnings of investee companies, net of tax	—		—		(1.9		)	—			4.4			2.5
Net income	$	—	$	—	$	143.5		$	(4.4	)	$	4.4		$	143.5
Net income	$	—	$	—	$	143.5		$	(4.4	)	$	4.4		$	143.5
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—		(14.9		)	(14.9		)	14.9			(14.9		)
Net actuarial loss	—		—		5.8			5.6			(5.6		)	5.8
Total other comprehensive income (loss), net of tax	—		—		(9.1		)	(9.3		)	9.3			(9.1		)
Total comprehensive income	$	—	$	—	$	134.4		$	(13.7	)	$	13.7		$	134.4

	Year Ended December 31, 2012
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	770.7		$	142.9		$	—		$	913.6
Transit and other	—		—		327.9			43.1			—			371.0
Total revenues	—		—		1,098.6			186.0			—			1,284.6
Expenses:
Operating	—		—		577.9			122.2			—			700.1
Selling, general and administrative	—		—		148.5			33.3			—			181.8
Restructuring charges	—		—		1.8			0.7			—			2.5
Net (gain) loss on dispositions	—		—		1.6			0.6			—			2.2
Depreciation	—		—		80.4			25.5			—			105.9
Amortization	—		—		85.2			5.7			—			90.9
Total expenses	—		—		895.4			188.0			—			1,083.4
Operating income (loss)	—		—		203.2			(2.0		)	—			201.2
Other income (expenses)	—		—		(0.1		)	(0.9		)	—			(1.0		)
Income before income taxes and equity earnings of investee	—		—		203.1			(2.9		)	—			200.2
Provision for income taxes	—		—		(87.3		)	(1.7		)	—			(89.0		)
Equity in earnings of investee companies, net of tax	—		—		(2.4		)	—			4.6			2.2
Net income	$	—	$	—	$	113.4		$	(4.6	)	$	4.6		$	113.4
Net income	$	—	$	—	$	113.4		$	(4.6	)	$	4.6		$	113.4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—		11.0			11.0			(11.0		)	11.0
Net actuarial loss	—		—		(1.4		)	(1.3		)	1.3			(1.4		)
Total other comprehensive income (loss), net of tax	—		—		9.6			9.7			(9.7		)	9.6
Total comprehensive income	$	—	$	—	$	123.0		$	5.1		$	(5.1	)	$	123.0

	Year Ended December 31, 2011
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—	$	746.8		$	147.4		$	—		$	894.2
Transit and other	—		—		304.7			78.2			—			382.9
Total revenues	—		—		1,051.5			225.6			—			1,277.1
Expenses:
Operating	—		—		554.3			135.1			—			689.4
Selling, general and administrative	—		—		145.1			33.3			—			178.4
Restructuring charges	—		—		2.2			0.8			—			3.0
Net (gain) loss on dispositions	—		—		2.1			(0.1		)	—			2.0
Depreciation	—		—		81.5			27.5			—			109.0
Amortization	—		—		86.7			16.2			—			102.9
Total expenses	—		—		871.9			212.8			—			1,084.7
Operating income (loss)	—		—		179.6			12.8			—			192.4
Other income (expenses)	—		—		(0.1		)	0.9			—			0.8
Income before income taxes and equity earnings of investee	—		—		179.5			13.7			—			193.2
Provision for income taxes	—		—		(79.2		)	(8.6		)	—			(87.8		)
Equity in earnings of investee companies, net of tax	—		—		6.8			—			(5.1		)	1.7
Net income	$	—	$	—	$	107.1		$	5.1		$	(5.1	)	$	107.1
Net income	$	—	$	—	$	107.1		$	5.1		$	(5.1	)	$	107.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—		(14.3		)	(14.3		)	14.3			(14.3		)
Net actuarial loss	—		—		(3.2		)	(3.0		)	3.0			(3.2		)
Total other comprehensive income (loss), net of tax	—		—		(17.5		)	(17.3		)	17.3			(17.5		)
Total comprehensive income	$	—	$	—	$	89.6		$	(12.2	)	$	12.2		$	89.6

	Year Ended December 31, 2013
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	268.2		$	12.9		$	—	$	281.1
Cash used in investing activities	—		—		(37.0		)	(6.7		)	—		(43.7		)
Financing activities:
Excess tax benefit from stock-based compensation	—		—		5.8			—			—		5.8
Net cash (distribution to)/contribution from CBS	—		—		(244.4		)	11.8			—		(232.6		)
Other	—		—		—			(0.2		)	—		(0.2		)
Cash used in financing activities	—		—		(238.6		)	11.6			—		(227.0		)
Effect of exchange rate on cash and cash equivalents	—		—		—			(0.8		)	—		(0.8		)
Net increase (decrease) in cash and cash equivalents	—		—		(7.4		)	17.0			—		9.6
Cash and cash equivalents at beginning of period	—		—		9.5			10.7			—		20.2
Cash and cash equivalents at end of period	$	—	$	—	$	2.1		$	27.7		$	—	$	29.8

	Year Ended December 31, 2012
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	277.3		$	28.6		$	—	$	305.9
Cash used in investing activities	—		—		(42.5		)	(5.6		)	—		(48.1		)
Financing activities:
Excess tax benefit from stock-based compensation	—		—		2.9			—			—		2.9
Net cash distribution to CBS	—		—		(238.2		)	(41.5		)	—		(279.7		)
Other	—		—		—			(0.2		)	—		(0.2		)
Cash used in financing activities	—		—		(235.3		)	(41.7		)	—		(277.0		)
Effect of exchange rate on cash and cash equivalents	—		—		—			1.8			—		1.8
Net increase (decrease) in cash and cash equivalents	—		—		(0.5		)	(16.9		)	—		(17.4		)
Cash and cash equivalents at beginning of period	—		—		10.0			27.6			—		37.6
Cash and cash equivalents at end of period	$	—	$	—	$	9.5		$	10.7		$	—	$	20.2

	Year Ended December 31, 2011
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash provided by operating activities	$	—	$	—	$	284.3		$	55.8		$	—	$	340.1
Cash used in investing activities	—		—		(43.4		)	(7.3		)	—		(50.7		)
Financing activities:
Excess tax benefit from stock-based compensation	—		—		2.3			—			—		2.3
Net cash distribution to CBS	—		—		(235.3		)	(34.1		)	—		(269.4		)
Other	—		—		—			(0.2		)	—		(0.2		)
Cash used in financing activities	—		—		(233.0		)	(34.3		)	—		(267.3		)
Effect of exchange rate on cash and cash equivalents	—		—		—			(3.5		)	—		(3.5		)
Net increase (decrease) in cash and cash equivalents	—		—		7.9			10.7			—		18.6
Cash and cash equivalents at beginning of period	—		—		2.1			16.9			—		19.0
Cash and cash equivalents at end of period	$	—	$	—	$	10.0		$	27.6		$	—	$	37.6

XML

Quarterly Financial Data (Notes)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information [Text Block]

QUARTERLY FINANCIAL DATA (unaudited):

The Company’s revenues and profits experience seasonality due to seasonal advertising patterns and influences on advertising markets. Typically, the Company’s revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers cut back on spending following the holiday shopping season.

2013	First Quarter				Second Quarter			Third Quarter			Fourth Quarter				Total Year
Revenues:
United States	$	245.2			$	285.9		$	296.5		$	302.5			$	1,130.1
International	34.0				46.8			41.7			41.4				163.9
Total revenues	$	279.2			$	332.7		$	338.2		$	343.9			$	1,294.0
Adjusted OIBDA:
United States	$	80.1			$	106.5		$	113.6		$	106.2			$	406.4
International	0.6				11.5			7.9			9.1				29.1
Corporate	(5.3		)		(4.9		)	(5.4		)	(5.1		)		(20.7		)
Total Adjusted OIBDA	75.4				113.1			116.1			110.2				414.8
Net gain (loss) on dispositions	9.8			(a)	(0.1		)	0.1			17.5			(b)	27.3
Depreciation	(26.0		)		(25.9		)	(26.4		)	(26.2		)		(104.5		)
Amortization	(22.9		)		(22.7		)	(22.6		)	(23.1		)		(91.3		)
Stock-based compensation	(1.6		)		(1.6		)	(2.6		)	(1.7		)		(7.5		)
Total operating income	$	34.7			$	62.8		$	64.6		$	76.7			$	238.8
Operating income (loss):
United States	$	48.2			$	65.2		$	72.0		$	81.7			$	267.1
International	(6.6		)		4.1			0.6			1.8				(0.1		)
Corporate	(6.9		)		(6.5		)	(8.0		)	(6.8		)		(28.2		)
Total operating income	$	34.7			$	62.8		$	64.6		$	76.7			$	238.8
Net income	$	19.9			$	36.4		$	37.2		$	50.0			$	143.5

(a) During the first quarter of 2013, the Company exchanged most of its billboards in Salt Lake City for billboards in New Jersey resulting in a gain of $9.8 million.

(b) During the fourth quarter of 2013, the Company sold 50% of its transit shelter operations in Los Angeles, and the Company and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture they own together. This transaction resulted in a gain of $17.5 million.

2012	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Revenues:
United States	$	244.6		$	281.7		$	284.9		$	287.4		$	1,098.6
International	41.3			49.7			46.6			48.4			186.0
Total revenues	$	285.9		$	331.4		$	331.5		$	335.8		$	1,284.6
Adjusted OIBDA:
United States	$	76.7		$	101.9		$	108.1		$	98.7		$	385.4
International	5.9			13.3			11.0			0.3			30.5
Corporate	(1.7		)	(1.6		)	(2.0		)	(2.2		)	(7.5		)
Total Adjusted OIBDA	80.9			113.6			117.1			96.8			408.4
Restructuring charges	—			(0.5		)	(1.9		)	(0.1		)	(2.5		)
Net loss on dispositions	(0.8		)	(0.7		)	(0.3		)	(0.4		)	(2.2		)
Depreciation	(26.5		)	(26.8		)	(26.7		)	(25.9		)	(105.9		)
Amortization	(22.1		)	(22.8		)	(23.0		)	(23.0		)	(90.9		)
Stock-based compensation	(1.3		)	(1.5		)	(1.5		)	(1.4		)	(5.7		)
Total operating income	$	30.2		$	61.3		$	63.7		$	46.0		$	201.2
Operating income (loss):
United States	$	35.1		$	59.3		$	64.5		$	57.5		$	216.4
International	(1.9		)	5.1			2.7			(7.9		)	(2.0		)
Corporate	(3.0		)	(3.1		)	(3.5		)	(3.6		)	(13.2		)
Total operating income	$	30.2		$	61.3		$	63.7		$	46.0		$	201.2
Net income	$	18.7		$	37.2		$	38.7		$	18.8		$	113.4

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Subsequent Events (Unaudited) Narrative (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	9 Months Ended	0 Months Ended
	Oct. 02, 2014	Sep. 30, 2014	Jan. 31, 2014	Oct. 01, 2014
Subsequent Event [Line Items]
Deferred finance costs		29.3
Subsequent Event
Subsequent Event [Line Items]
Deferred finance costs				10.8
Senior Notes Due 2025 | Senior Notes | Subsequent Event
Subsequent Event [Line Items]
Allowable early redemption percentage for senior notes	35.00%
Stated interest rate				5.875%
Debt face amount				450.0
New Senior Notes | Subsequent Event
Subsequent Event [Line Items]
Deferred finance costs		1.6
5.250% senior unsecured notes, due 2022 | Senior Notes
Subsequent Event [Line Items]
Allowable early redemption percentage for senior notes		35.00%
Stated interest rate			5.25%
Debt face amount			400.0
5.250% senior unsecured notes, due 2022 | Senior Notes | Subsequent Event
Subsequent Event [Line Items]
Allowable early redemption percentage for senior notes	35.00%		35.00%
Stated interest rate			5.25%	5.25%
Debt face amount			400.0	150.0
5.250% senior unsecured notes, due 2022 | Unsecured Debt | Subsequent Event
Subsequent Event [Line Items]
Debt discount		0.8

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Goodwill and Other Intangible Assets Schedule of Finite Lived Future Amortization Expense (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
2014	$ 57.1
2015	55.2
2016	50.1
2017	27.9
2018	$ 21.0

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Segment Information (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated

The following tables set forth our financial performance by segment. We manage our operations through two segments—U.S. and International.

	Nine Months Ended
	September 30,
(in millions)	2014		2013
Revenues:
U.S.	$	842.4	$	827.6
International	116.4		122.5
Total revenues	$	958.8	$	950.1

The following tables set forth the Company’s financial performance by segment. The Company manages its operations through two segments—United States and International.

Year Ended December 31,	2013		2012		2011
Revenues:
United States	$	1,130.1	$	1,098.6	$	1,051.5
International	163.9		186.0		225.6
Total revenues	$	1,294.0	$	1,284.6	$	1,277.1

Adjusted OIBDA by Segment and Reconciliation to Consolidated Net Income

	Nine Months Ended
	September 30,
(in millions)	2014			2013
Net income	$	279.1		$	93.5
(Benefit) provision for income taxes	(202.9		)	70.5
Equity in earnings of investee companies, net of tax	(1.4		)	(1.9		)
Interest expense (income), net	57.3			—
Other (income) expense, net	0.5			—
Operating income	132.6			162.1
Restructuring charges(a)	6.2			—
Acquisition costs(a)	1.4			—
Net gain on dispositions	(1.4		)	(9.8		)
Depreciation and amortization	146.6			146.5
Stock-based compensation(a)	7.4			5.8
Total Adjusted OIBDA	$	292.8		$	304.6
Adjusted OIBDA:
U.S.	$	293.0		$	300.2
International	16.9			20.0
Corporate	(17.1		)	(15.6		)
Total Adjusted OIBDA	$	292.8		$	304.6

(a) Restructuring charges (including stock-based compensation of $3.5 million), costs related to the Acquisition and stock-based compensation are classified as Corporate expense.

The Company presents operating income (loss) before depreciation and amortization (“OIBDA”), net gain (loss) on dispositions, stock-based compensation and restructuring charges (“Adjusted OIBDA”) as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. The Company believes the presentation of Adjusted OIBDA is relevant and useful for users because it allows users to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance.

Year Ended December 31,	2013			2012			2011
Adjusted OIBDA:
United States	$	406.4		$	385.4		$	364.7
International	29.1			30.5			57.2
Corporate	(20.7		)	(7.5		)	(7.6		)
Total Adjusted OIBDA	414.8			408.4			414.3
Restructuring charges	—			(2.5		)	(3.0		)
Net gain (loss) on dispositions	27.3			(2.2		)	(2.0		)
Depreciation	(104.5		)	(105.9		)	(109.0		)
Amortization	(91.3		)	(90.9		)	(102.9		)
Stock-based compensation(a)	(7.5		)	(5.7		)	(5.0		)
Operating income	238.8			201.2			192.4
Other income (expense), net	(1.2		)	(1.0		)	0.8
Income before income taxes and equity in earnings of investee companies	237.6			200.2			193.2
Provision for income taxes	(96.6		)	(89.0		)	(87.8		)
Equity in earnings of investee companies, net of tax	2.5			2.2			1.7
Net income	$	143.5		$	113.4		$	107.1

(a) Stock-based compensation is classified as a Corporate expense.

Schedule of Revenue from External Customers by Geographic Area

Year Ended December 31,	2013		2012		2011
Revenues: (a)
United States	$	1,130.1	$	1,098.6	$	1,051.5
Canada	84.7		99.2		138.1
Latin America	79.2		86.8		87.5
Total revenues	$	1,294.0	$	1,284.6	$	1,277.1

(a) Revenues classifications are based on customers’ locations.

At December 31,	2013		2012
Long-lived assets: (a)
United States	$	2,768.5	$	2,782.7
Canada	138.1		193.7
Latin America	107.6		159.3
Total long-lived assets	$	3,014.2	$	3,135.7

Long-lived Assets by Geographic Area

At December 31,	2013		2012
Long-lived assets: (a)
United States	$	2,768.5	$	2,782.7
Canada	138.1		193.7
Latin America	107.6		159.3
Total long-lived assets	$	3,014.2	$	3,135.7

(a) Reflects total assets less current assets, investments and noncurrent deferred tax assets.

Tabular Disclosure by Reportable Segments

	Nine Months Ended
	September 30,
(in millions)	2014			2013
Operating income (loss):
U.S.	$	168.5		$	185.4
International	(3.8		)	(1.9		)
Corporate	(32.1		)	(21.4		)
Total operating income	$	132.6		$	162.1
Net (gain) loss on dispositions:
U.S.	$	(1.3	)	$	(10.0	)
International	(0.1		)	0.2
Total gain on dispositions	$	(1.4	)	$	(9.8	)
Depreciation and amortization:
U.S.	$	125.8		$	124.8
International	20.8			21.7
Total depreciation and amortization	$	146.6		$	146.5
Capital expenditures:
U.S.	$	37.4		$	37.1
International	6.2			4.4
Total capital expenditures	$	43.6		$	41.5

Year Ended December 31,	2013			2012			2011
Operating income (loss):
United States	$	267.1		$	216.4		$	192.2
International	(0.1		)	(2.0		)	12.8
Corporate	(28.2		)	(13.2		)	(12.6		)
Total operating income	$	238.8		$	201.2		$	192.4

Year Ended December 31,	2013		2012		2011
Depreciation and amortization:
United States	$	166.8	$	165.6	$	168.2
International	29.0		31.2		43.7
Total depreciation and amortization	$	195.8	$	196.8	$	211.9

Year Ended December 31,	2013		2012		2011
Capital expenditures:
United States	$	54.1	$	42.5	$	36.8
International	6.8		5.7		6.8
Total capital expenditures	$	60.9	$	48.2	$	43.6

Reconciliation of Assets from Segment to Consolidated

	As of
(in millions)	September 30, 2014		December 31, 2013
Assets:
U.S.	$	2,967.0	$	3,027.6
International	297.3		327.9
Corporate	258.5		—
Total assets	$	3,522.8	$	3,355.5

At December 31,	2013		2012
Assets:
United States	$	3,027.6	$	3,114.4
International	327.9		350.5
Total assets	$	3,355.5	$	3,464.9

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Schedule II - Valuation and Qualifying Accounts (Notes)

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts [Abstract]

Schedule II

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(In millions)

Col. A	Col. B		Col. C						Col. D		Col. E
Description	Balance at Beginning of Period		Balance Acquired through Acquisitions		Charged to Costs and Expenses		Charged to Other Accounts(a)		Deductions		Balance at End of Period
Allowance for doubtful accounts:
Year ended December 31, 2013	$	19.3	$	—	$	0.4	$	—	$	4.0	$	15.7
Year ended December 31, 2012	$	22.4	$	—	$	3.1	$	0.2	$	6.4	$	19.3
Year ended December 31, 2011	$	29.6	$	—	$	3.0	$	—	$	10.2	$	22.4
Valuation allowance on deferred tax assets:
Year ended December 31, 2013	$	8.0	$	—	$	3.0	$	—	$	0.9	$	10.1
Year ended December 31, 2012	$	7.5	$	—	$	0.7	$	—	$	0.2	$	8.0
Year ended December 31, 2011	$	6.3	$	—	$	1.3	$	—	$	0.1	$	7.5

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Schedule III - Schedule of Real Estate and Accumulated Depreciation (Notes)

12 Months Ended

Dec. 31, 2013

SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III

SCHEDULE III – SCHEDULE OF REAL ESTATE AND

ACCUMULATED DEPRECIATION

AT DECEMBER 31, 2013

(Dollars in millions)

Description (1)	Encumbrances	Initial Cost	Cost Capitalized Subsequent to Acquisition	Gross Carrying Amount at December 31, 2013 (3)		Accumulated Depreciation			Construction Date	Acquisition Date	Useful Lives
United States - 45,094 displays	—	(2)	(2)	$	1,266.6	$	(768.0	)	Various	Various	5 to 20 years
Canada - 6,054 displays	—	(2)	(2)	348.7		(258.3		)	Various	Various	5 to 20 years
Mexico - 4,657 displays	—	(2)	(2)	33.1		(20.5		)	Various	Various	5 to 20 years
Argentina - 585 displays	—	(2)	(2)	1.9		(0.6		)	Various	Various	5 to 20 years
Brazil - 771 displays	—	(2)	(2)	5.7		(0.9		)	Various	Various	5 to 20 years
Uruguay - 156 displays	—	(2)	(2)	2.0		(1.1		)	Various	Various	5 to 20 years
Chile - 890 displays	—	(2)	(2)	4.3		(3.3		)	Various	Various	5 to 20 years
				$	1,662.3	$	(1,052.7	)

______________________

(1) No single asset exceeded 5% of the total gross carrying amount at December 31, 2013.

(2) This information is omitted as it would be impracticable to compile on a site-by-site basis.

(3) Includes sites under construction.

The following table summarizes the activity for the Company’s real estate assets, which consist of advertising displays, and the related accumulated depreciation.

	2013			2012			2011
Gross real estate assets:
Balance at the beginning of the year	$	1,655.9		$	1,627.1		$	1,607.3
Additions for construction of / improvements to structures	50.6			47.0			43.9
Assets sold or written-off	(14.9		)	(32.3		)	(8.9		)
Foreign exchange	(29.3		)	14.1			(15.2		)
Balance at the end of the year	$	1,662.3		$	1,655.9		$	1,627.1
Accumulated depreciation:
Balance at the beginning of the year	$	990.0		$	911.0		$	827.1
Depreciation	97.5			98.8			101.3
Foreign exchange	(21.1		)	9.9			(10.2		)
Assets sold or written-off	(13.7		)	(29.7		)	(7.2		)
Balance at the end of the year	$	1,052.7		$	990.0		$	911.0

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Statement of Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Operating Activities:
Net income	$ 279.1	$ 93.5	$ 143.5		$ 113.4		$ 107.1
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	146.6	146.5	195.8		196.8		211.9
Deferred tax (benefit) liability	(246.4)	4.7	(15.5)		(6.6)		32.8
Stock-based compensation	10.9	5.8	7.5	[1]	5.7	[1]	5.0	[1]
Provision for doubtful accounts	2.3	0.3	0.4		3.1		3.0
Net (gain) loss on dispositions	(1.4)	(9.8)	(27.3)		2.2		2.0
Equity in earnings of investee companies, net of tax	(1.4)	(1.9)	(2.5)		(2.2)		(1.7)
Distributions from investee companies	3.2	3.9	4.4		6.4		6.2
Amortization of deferred financing costs and debt discount	10.7	0
Increase (Decrease) in Operating Capital [Abstract]
(Increase) decrease in receivables			(7.1)		7.6		7.6
Decrease in prepaid expenses and other current assets			9.5		3.9		1.2
Increase (decrease) in accounts payable and accrued expenses			(32.2)		(26.5)		(35.7)
Increase (decrease) in deferred revenues			7.1		0.9		(2.5)
(Decrease) increase in income taxes			(6.5)		(3.8)		1.8
Other, net			4.0		5.0		1.4
Change in assets and liabilities, net of investing and financing activities	(19.1)	(64.3)
Net cash flow provided by operating activities	184.5	178.7	281.1		305.9		340.1
Investing Activities:
Capital expenditures	(43.6)	(41.5)	(60.9)		(48.2)		(43.6)
Acquisitions	0	(10.7)	(11.5)		(0.4)		(7.9)
Proceeds from dispositions	2.3	11.1	28.7		0.5		0.8
Net cash flow used for investing activities	(41.3)	(41.1)	(43.7)		(48.1)		(50.7)
Financing Activities:
Proceeds from IPO	615.0	0
Proceeds from long-term debt borrowings	1,598.0	0
Deferred financing fees	(24.8)	0
Excess tax benefit from stock-based compensation	0	5.5	5.8		2.9		2.3
Distribution of debt and IPO proceeds to CBS	(2,038.8)	0
Net cash contribution from (distribution to) CBS	39.8	(138.6)	(232.6)		(279.7)		(269.4)
Dividends	(88.8)	0
Other			(0.2)		(0.2)		(0.2)
Net cash flow provided by (used for) financing activities	100.4	(133.1)	(227.0)		(277.0)		(267.3)
Effect of exchange rate changes on cash and cash equivalents	(1.2)	(0.6)	(0.8)		1.8		(3.5)
Net increase in cash and cash equivalents	242.4	3.9	9.6		(17.4)		18.6
Cash and cash equivalents at beginning of period	29.8	20.2	20.2		37.6		19.0
Cash and cash equivalents at end of period	272.2	24.1	29.8		20.2		37.6
Supplemental disclosure of cash flow Information:
Cash paid for income taxes	31.4	75.3	112.8		96.5		50.9
Cash paid for interest	25.6	0
Non-cash investing and financing activities:
Investments in investee companies			13.1		0		0
Accrued purchases of property and equipment	$ 3.5	$ 1.7	$ 12.8		$ 15.5		$ 10.1

[1] (a)Stock-based compensation is classified as a Corporate expense.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Accounting Policies [Abstract]

Use of Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Use of Estimates—The preparation of the Company’s combined consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the amounts reported in the combined consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents—Cash and cash equivalents consist of cash on hand and short-term (maturities of three months or less at the date of purchase) highly liquid investments. Prior to the Formation Borrowings (See Note 14), the Company carried minimal cash on hand as it participated in CBS’s centralized cash management system. On January 31, 2014, at the time of the Formation Borrowings, such participation ceased.

Receivables

Receivables—Receivables consist primarily of trade receivables from customers, net of advertising agency commissions, and are stated net of an allowance for doubtful accounts. The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, as well as recent payment history for specific customers.

Property and Equipment

Property and Equipment—Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Buildings and improvements	20 to 40 years
Advertising structures	5 to 20 years
Furniture, equipment and other	3 to 10 years

For advertising structures associated with a contract, the assets are depreciated over the shorter of the contract term or useful life. Maintenance and repair costs to maintain property and equipment in their original operating condition are charged to expense as incurred. Improvements or additions that extend the useful life of the assets are capitalized. When an asset is retired or otherwise disposed of, the associated cost and accumulated depreciation are removed and the resulting gain or loss is recognized.

Business Combinations and Asset Acquisitions

Business Combinations and Asset Acquisitions—The Company routinely acquires out-of-home advertising assets, including advertising structures and permits and leasehold agreements. The Company determines the accounting for these transactions by first evaluating whether the assets acquired and liabilities assumed, if any, constitute a business using the guidelines in the Financial Accounting Standards Board (“FASB”) guidance for business combinations. If the assets acquired and liabilities assumed constitute a business, the purchase price is allocated to the tangible and identifiable intangible net assets acquired based on their estimated fair values with the excess of the purchase price over those estimated fair values recorded as goodwill. If the acquired assets do not constitute a business, the Company allocates the purchase price to the individual tangible and intangible assets acquired based on their relative fair values.

Impairment or Disposal of Long-Lived Assets

Impairment of Long-Lived Assets—Long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the respective asset’s carrying value. The amount of impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset and recognized as a noncash charge.

Goodwill and Intangible Assets

Goodwill and Intangible Assets—Goodwill is allocated to various reporting units. Each of the Company’s segments consists of two reporting units. Intangible assets, which primarily consist of acquired permits and leasehold agreements and franchise agreements, are amortized by the straight-line method over their estimated useful lives, which range from five to 40 years. Goodwill is not amortized but is tested at the reporting-unit level annually for impairment and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. If the carrying value of goodwill exceeds its fair value, an impairment loss is recognized as a noncash charge.

Revenue Recognition

Revenue Recognition—The Company’s revenues are primarily derived from providing space on advertising displays for local, regional and national advertisements. Contracts with customers generally cover periods ranging from four weeks to twelve months and are generally billed every four weeks. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit and other revenues are recognized as earned, which is typically ratably over the contract period. For space provided to advertisers through the use of an advertising agency whose commission is calculated based on a stated percentage of gross billing revenues, revenues are reported net of agency commissions.

Deferred revenues primarily consist of revenues paid in advance of being earned.

Revenues derived from a single contract that contains multiple site locations are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.

Concentration of Credit Risk

Concentration of Credit Risk—In the opinion of management, credit risk is limited due to the large number of customers and advertising agencies utilized. The Company performs credit evaluations on its customers and agencies and believes that the allowances for doubtful accounts are adequate.

Billboard Property Lease and Transit Franchise Expense

Billboard Property Lease and Transit Franchise Expenses—The Company’s billboards are primarily located on leased real property. Lease agreements are negotiated for varying terms ranging from one month to multiple years, most of which provide renewal options. Lease costs consist of a fixed monthly amount and certain lease agreements also include contingent rent based on the revenues the Company generates from the leased site. Property leases are generally paid in advance for periods ranging from one to twelve months. The fixed component of lease costs is expensed evenly over the contract term, and contingent rent is expensed as it becomes probable, which is consistent with when the related revenues are recognized.

Transit franchise agreements generally provide for payment to the municipality or transit operator of the greater of a percentage of the revenues that the Company generates under the related transit contract and a specified guaranteed minimum payment. The costs which are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and the minimum guarantee is expensed over the contract term.

Direct Lease Acquisition Costs

Direct Lease Acquisition Costs—Variable commissions directly associated with billboard revenues are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year. Amortization of direct lease acquisition costs is presented within amortization expense in the accompanying Combined Consolidated Statements of Operations.

Foreign Currency Transactions and Translations Policy

Foreign Currency Translation and Transactions—The assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while results of operations are translated at average exchange rates for the respective periods. The resulting translation gains and losses are included as a component of invested equity in accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in “Other income (expense), net” in the Combined Consolidated Statements of Operations.

Income Taxes

As a REIT, we must distribute to our stockholders, for the tax year commencing July 17, 2014, and ending December 31, 2014, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on the undistributed income. In addition, we are subject to a 4% nondeductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute net income to our stockholders in a manner to satisfy the REIT 90% distribution requirement and to avoid the 4% nondeductible excise tax.

Income Taxes—Income taxes are accounted for under the asset and liability method of accounting. Deferred income tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s effective tax rate represents federal, state, local and foreign taxes, each calculated separately based on each jurisdiction’s earnings before income taxes and equity in earnings of investee companies.

The Company’s income taxes as presented herein, including the provision for income taxes, deferred tax assets and liabilities, and income tax payments are calculated on a separate tax return basis, even though the Company’s U.S. operating results are included in the consolidated federal, and certain state and local income tax returns of CBS. CBS manages its tax position for the benefit of the entire portfolio of its businesses and, as such, the assumptions, methodologies and calculations made for purposes of determining the Company’s tax provision, taxes paid and related tax accounts in the combined consolidated financial statements herein may differ from those made by CBS and, in addition, are not necessarily reflective of the tax strategies that the Company would have followed as a separate stand-alone company.

Asset Retirement Obligation

Asset Retirement Obligation—An asset retirement obligation is established for the estimated future obligation, upon termination or nonrenewal of a lease, associated with removing structures from the leased property and, when required by the contract, the cost to return the leased property to its original condition. These obligations are recorded at their present value in the period in which the liability is incurred and are capitalized as part of the related assets’ carrying value. Accretion of the liability is recognized in operating expenses and the capitalized cost is depreciated over the expected useful life of the related asset.

Share-based Compensation

Stock-based Compensation—CBS issued stock options and restricted stock units (“RSUs”) for CBS Class B Common Stock to certain employees of the Company under its equity incentive plans. CBS measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the vesting period during which an employee is required to provide service in exchange for the award.

Subsequent Events

Subsequent Events—The Company performed an evaluation of subsequent events through February 18, 2014, which is the date the financial statements were available to be issued.

Misclassification Correction

We have revised the previously reported condensed consolidated Statement of Cash Flows for the nine months ended September 30, 2013. In prior periods, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $13.8 million for the nine months ended September 30, 2013. We do not believe that these misclassifications were material to the previously reported interim or annual financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders' Equity. The impacted prior periods will be revised as they are presented in future filings.

We have revised the previously reported condensed consolidated Statement of Cash Flows for the years ended December 31, 2013, 2012 and 2011. Historically, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $2.7 million for the year ended December 31, 2013, and decreased Net cash used in investing activities and decreased Net cash provided by operating activities by $5.4 million, and $2.0 million for the years ended December 31, 2012 and 2011, respectively. We do not believe that these misclassifications were material to the previously reported interim or annual financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders' Equity.We have revised the previously reported condensed consolidated Statement of Cash Flows for the years ended December 31, 2013, 2012 and 2011. Historically, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $2.7 million for the year ended December 31, 2013, and decreased Net cash used in investing activities and decreased Net cash provided by operating activities by $5.4 million, and $2.0 million for the years ended December 31, 2012 and 2011, respectively. We do not believe that these misclassifications were material to the previously reported interim or annual financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders' Equity.

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Retirement Benefits Net Periodic Benefit Cost Not Yet Recognized (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
Net actuarial loss	$ (10.2)	$ (19.3)
Deferred income taxes	4.3	7.6
Net amount recognized in accumulated other comprehensive loss	$ (5.9)	$ (11.7)

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Income Taxes (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Income Tax Disclosure [Abstract]

U.S. and foreign components of earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies

The U.S. and foreign components of income before income taxes and equity in earnings of investee companies were as follows:

Year Ended December 31,	2013			2012			2011
United States	$	239.8		$	201.9		$	178.6
Foreign	(2.2		)	(1.7		)	14.6
Total	$	237.6		$	200.2		$	193.2

Income tax provision components

The difference between income taxes expected at the U.S. federal statutory income tax rate of 35% and the provision for income taxes is summarized as follows:

	Nine Months Ended
	September 30,
(in millions)	2014			2013
Taxes on income at U.S. statutory rate	$	21.2		$	56.7
State and local taxes, net of federal tax benefit	4.2			9.9
Effect of foreign operations	2.2			1.7
Reversal of deferred tax liability	(232.3		)	—
Other, net	1.8			2.2
Provision for income taxes	$	(202.9	)	$	70.5

The components of the provision for income taxes are as follows:

Year Ended December 31,	2013			2012			2011
Current:
Federal	$	85.1		$	71.8		$	32.5
State and local	21.8			18.9			10.5
Foreign	5.2			4.9			12.0
	112.1			95.6			55.0
Deferred	(15.5		)	(6.6		)	32.8
Provision for income taxes	$	96.6		$	89.0		$	87.8

Reconciliation to U.S. federal statutory income tax rate

The difference between income taxes expected at the U.S. federal statutory income tax rate of 35% and the provision for income taxes is summarized as follows:

Year Ended December 31,	2013		2012		2011
Taxes on income at U.S. statutory rate	$	83.2	$	70.1	$	67.6
State and local taxes, net of federal tax benefit	7.6		13.4		13.1
Effect of foreign operations	4.0		2.2		3.4
Audit settlements	—		—		3.8
Other, net(a)	1.8		3.3		(0.1		)
Provision for income taxes	$	96.6	$	89.0	$	87.8

(a) For 2012, other primarily reflects a charge related to the Company’s domestic production deduction.

Components of deferred income tax assets and liabilities

The following table is a summary of the components of deferred income tax assets and liabilities.

At December 31,	2013			2012
Deferred income tax assets:
Provision for expenses and losses	$	31.3		$	35.4
Postretirement and other employee benefits	9.9			12.7
Tax credit and loss carryforwards	14.6			13.7
Other	0.1			1.9
Total deferred income tax assets	55.9			63.7
Valuation allowance	(10.1		)	(8.0		)
Deferred income tax assets, net	45.8			55.7
Deferred income tax liabilities:
Property, equipment and intangible assets	(309.3		)	(340.5		)
Other	(0.5		)	—
Total deferred income tax liabilities	(309.8		)	(340.5		)
Deferred income tax liabilities, net	$	(264.0	)	$	(284.8	)

Schedule of reserve for uncertain tax positions

The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.

(in millions)
As of December 31, 2013	$	4.0
Additions for current year tax positions	0.1
Reductions for prior year tax positions	(2.9		)
As of September 30, 2014	$	1.2

The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.

At January 1, 2011	$	1.9
Additions for current year tax positions	3.5
At December 31, 2011	5.4
Additions for current year tax positions	3.8
Reductions for prior year tax positions	(4.3		)
At December 31, 2012	4.9
Additions for current year tax positions	0.2
Reductions for prior year tax positions	(1.1		)
At December 31, 2013	$	4.0

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Property and Equipment - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								9 Months Ended		12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Abstract]
Depreciation	$ 26.2	$ 26.4	$ 25.9	$ 26.0	$ 25.9	$ 26.7	$ 26.8	$ 26.5	$ 79.3	$ 78.3	$ 104.5	$ 105.9	$ 109.0

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Stock-Based Compensation - Schedule of Additional Stock Option Information (Details) (CBS Corp. Equity and Incentive Plan, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Tax benefit of stock option exercises	$ 2.5	$ 0.8	$ 0.9
Intrinsic value of stock options exercises	6.1	1.9	2.1
CBS Corp.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash paid to CBS by employees of the Company for stock option exercises	$ 4.0	$ 6.5	$ 0.8

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Statement of Financial Position (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Assets, Current [Abstract]
Cash and cash equivalents	$ 272.2	$ 29.8	$ 20.2
Receivables, less allowance	175.6	178.8	175.1
Deferred income tax assets, net	2.0	24.5	26.1
Prepaid lease and transit franchise costs	75.9	62.7	65.8
Other prepaid expenses	22.7	15.5	21.8
Other current assets	12.4	5.9	6.0
Total current assets	560.8	317.2	315.0
Assets, Noncurrent [Abstract]
Property and equipment, net	704.4	755.4	807.9
Goodwill	1,860.4	1,865.7	1,877.2
Intangible assets	320.1	364.4	420.0
Other assets	77.1	52.8	44.8
Total assets	3,522.8	3,355.5	3,464.9
Liabilities, Current [Abstract]
Accounts payable	54.3	80.0	77.7
Accrued compensation	28.4	28.2	30.3
Accrued interest	28.4	0.1
Accrued lease costs	18.1	17.7	19.2
Other accrued expenses	42.6	37.7
Other accrued expenses (including accrued interest)		37.8	38.2
Deferred revenues	25.7	22.9	15.9
Other current liabilities	40.4	25.6	24.3
Total current liabilities	237.9	212.2	205.6
Liabilities, Noncurrent [Abstract]
Long-term debt	1,598.2	0	0
Deferred income tax liabilities, net	22.8	288.5	313.8
Asset retirement obligation	32.3	31.7	30.6
Other liabilities	64.6	68.7	71.0
Total liabilities	1,955.8	601.1	621.0
Commitments and Contingencies
Stockholders’ equity/invested equity:
Common Stock	1.2	0
Additional paid-in capital	1,456.6	0
Retained earnings	188.4	0
Invested capital	0	2,829.5	2,909.9
Accumulated other comprehensive loss	(79.2)	(75.1)	(66.0)
Total stockholders’ equity	1,567.0
Total invested equity		2,754.4	2,843.9
Total liabilities and stockholders’ equity/invested equity	$ 3,522.8	$ 3,355.5	$ 3,464.9

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Subsequent Events (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Subsequent Event [Line Items]

Schedule of long-term debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	September 30, 2014			December 31, 2013
Term loan, due 2021	$	798.2		$	—
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	400.0			—
5.625% senior unsecured notes, due 2024	400.0			—
Total senior unsecured notes	800.0			—
Total long-term debt	$	1,598.2		$	—
Weighted average cost of debt	4.2		%	—		%

Subsequent Event

Subsequent Event [Line Items]

Schedule of long-term debt

On January 31, 2014, the Company incurred long-term debt of $1.6 billion as follows:

	At January 31, 2014
Term Loan, due 2021, net of discount	$	798.0
5.250% Senior Notes due 2022	400.0
5.625% Senior Notes due 2024	400.0
Total long-term debt	$	1,598.0

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Segment Information - Long Lived Assets by Geographic Areas (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Segment Reporting Information [Line Items]
Long-Lived Assets	$ 3,014.2	[1]	$ 3,135.7	[1]
UNITED STATES
Segment Reporting Information [Line Items]
Long-Lived Assets	2,768.5	[1]	2,782.7	[1]
CANADA
Segment Reporting Information [Line Items]
Long-Lived Assets	138.1	[1]	193.7	[1]
Latin America [Member]
Segment Reporting Information [Line Items]
Long-Lived Assets	$ 107.6	[1]	$ 159.3	[1]

[1] (a)Reflects total assets less current assets, investments and noncurrent deferred tax assets.

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Statement of Invested Equity/Shareholders' Equity (USD $) In Millions, except Share data	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Invested Capital	Accumulated Other Comprehensive Loss	Treasury Stock, at Cost
Invested Equity, Beginning Balance at Dec. 31, 2010					$ 3,221.4	$ (58.1)
Net income	107.1				107.1
Other comprehensive income (loss)	(17.5)					(17.5)
Net contribution from (distribution to) CBS					(262.3)
Invested Equity, Ending Balance at Dec. 31, 2011	2,990.6				3,066.2	(75.6)
Net income	113.4				113.4
Other comprehensive income (loss)	9.6					9.6
Net contribution from (distribution to) CBS					(269.7)
Invested Equity, Ending Balance at Dec. 31, 2012	2,843.9				2,909.9	(66.0)
Net income	93.5				93.5
Other comprehensive income (loss)	(11.9)					(11.9)
Net contribution from (distribution to) CBS	(126.9)				(126.9)
Invested Equity, Ending Balance at Sep. 30, 2013	2,798.6				2,876.5	(77.9)
Invested Equity, Beginning Balance at Dec. 31, 2012	2,843.9				2,909.9	(66.0)
Net income	143.5				143.5
Other comprehensive income (loss)	(9.1)					(9.1)
Net contribution from (distribution to) CBS					(223.9)
Shares of Common Stock at Dec. 31, 2013	0
Invested Equity, Ending Balance at Dec. 31, 2013	2,754.4				2,829.5	(75.1)
Net income	279.1			278.0	1.1
Other comprehensive income (loss)	(4.1)					(4.1)
Initial Public Offering (shares)		23,000,000
Initial Public Offering	615.0	0.2	614.8
Stock-based compensation: Amortization	9.0		9.0
Shares paid for tax withholding for stock-based payments	(0.1)						(0.1)
Retirement of treasury stock	0		(0.1)				0.1
Conversion to stockholders' equity (shares)		97,000,000
Conversion to stockholders' equity	0	1.0	2,829.6		(2,830.6)
Distribution of debt and IPO proceeds to CBS	(2,038.8)		(2,038.8)
Dividends	(89.6)			(89.6)
Net contribution from (distribution to) CBS	42.1		42.1
Stockholders' Equity, Ending Balance at Sep. 30, 2014	$ 1,567.0	$ 1.2	$ 1,456.6	$ 188.4	$ 0	$ (79.2)
Shares of Common Stock at Sep. 30, 2014	120,010,462	120,000,000

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Segment Information Adjusted OIBDA by Segment and Reconciliation to Consolidated Net Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended										9 Months Ended				12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Segment Reporting Information [Line Items]
Net income	$ 50.0		$ 37.2	$ 36.4	$ 19.9		$ 18.8	$ 38.7	$ 37.2	$ 18.7	$ 279.1		$ 93.5		$ 143.5		$ 113.4		$ 107.1
Provision for income taxes											202.9		(70.5)		(96.6)		(89.0)		(87.8)
Equity in earnings of investee companies, net of tax											(1.4)		(1.9)		(2.5)		(2.2)		(1.7)
Income before income taxes and equity in earnings of investee companies											74.8		162.1		237.6		200.2		193.2
Interest Expense											57.3		0
Other (income) expense, net											0.5		0		1.2		1.0		(0.8)
Operating income	76.7		64.6	62.8	34.7		46.0	63.7	61.3	30.2	132.6		162.1		238.8		201.2		192.4
Restructuring charges							0.1	1.9	0.5	0	6.2	[1]	0	[1]	0		2.5		3.0
Acquisition costs											1.4	[1]	0	[1]
Net (gain) loss on dispositions	(17.5)	[2]	(0.1)	0.1	(9.8)	[3]	0.4	0.3	0.7	0.8	(1.4)		(9.8)		(27.3)		2.2		2.0
Depreciation and amortization											146.6		146.5		195.8		196.8		211.9
Depreciation	26.2		26.4	25.9	26.0		25.9	26.7	26.8	26.5	79.3		78.3		104.5		105.9		109.0
Amortization	23.1		22.6	22.7	22.9		23.0	23.0	22.8	22.1	67.3		68.2		91.3		90.9		102.9
Stock-based compensation											7.4	[1]	5.8	[1]
Adjusted OIBDA	110.2		116.1	113.1	75.4		96.8	117.1	113.6	80.9	292.8		304.6		414.8		408.4		414.3
Capital expenditures											43.6		41.5		60.9		48.2		43.6
Stock-based compensation	1.7		2.6	1.6	1.6		1.4	1.5	1.5	1.3	10.9		5.8		7.5	[4]	5.7	[4]	5.0	[4]
UNITED STATES
Segment Reporting Information [Line Items]
Operating income	81.7		72.0	65.2	48.2		57.5	64.5	59.3	35.1	168.5		185.4		267.1		216.4		192.2
Net (gain) loss on dispositions											(1.3)		(10.0)
Depreciation and amortization											125.8		124.8		166.8		165.6		168.2
Adjusted OIBDA	106.2		113.6	106.5	80.1		98.7	108.1	101.9	76.7	293.0		300.2		406.4		385.4		364.7
Capital expenditures											37.4		37.1		54.1		42.5		36.8
International
Segment Reporting Information [Line Items]
Operating income	1.8		0.6	4.1	(6.6)		(7.9)	2.7	5.1	(1.9)	(3.8)		(1.9)		(0.1)		(2.0)		12.8
Net (gain) loss on dispositions											(0.1)		0.2
Depreciation and amortization											20.8		21.7		29.0		31.2		43.7
Adjusted OIBDA	9.1		7.9	11.5	0.6		0.3	11.0	13.3	5.9	16.9		20.0		29.1		30.5		57.2
Capital expenditures											6.2		4.4		6.8		5.7		6.8
Corporate
Segment Reporting Information [Line Items]
Operating income	(6.8)		(8.0)	(6.5)	(6.9)		(3.6)	(3.5)	(3.1)	(3.0)	(32.1)		(21.4)		(28.2)		(13.2)		(12.6)
Adjusted OIBDA	(5.1)		(5.4)	(4.9)	(5.3)		(2.2)	(2.0)	(1.6)	(1.7)	(17.1)		(15.6)		(20.7)		(7.5)		(7.6)
Restructuring Charges
Segment Reporting Information [Line Items]
Stock-based compensation											$ 3.5	[1]

[1] Restructuring charges (including stock-based compensation of $3.5 million), costs related to the Acquisition and stock-based compensation are classified as Corporate expense.

[2] During the fourth quarter of 2013, the Company sold 50% of its transit shelter operations in Los Angeles, and the Company and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture they own together. This transaction resulted in a gain of $17.5 million.

[3] During the first quarter of 2013, the Company exchanged most of its billboards in Salt Lake City for billboards in New Jersey resulting in a gain of $9.8 million.

[4] (a)Stock-based compensation is classified as a Corporate expense.

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Asset Retirement Obligation - Schedule of Change in Asset Retirement Obligation (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning of period	$ 31.7	$ 30.6	$ 29.3
Accretion expense	1.7	2.2	1.8
Additions	0.2
Liabilities settled	(0.8)	(0.9)	(1.0)
Foreign currency translation adjustments	(0.5)	(0.2)	0.5
End of period	$ 32.3	$ 31.7	$ 30.6

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Subsequent Events Schedule of Long Term Debt (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 31, 2014
Debt Instrument [Line Items]
Long-term debt	$ 1,598,200,000	$ 0	$ 0
Subsequent Event
Debt Instrument [Line Items]
Long-term debt				1,598,000,000
Secured Debt | Term loan, due 2021
Debt Instrument [Line Items]
Long-term debt	798,200,000	0
Secured Debt | Term loan, due 2021 | Subsequent Event
Debt Instrument [Line Items]
Long-term debt				798,000,000
Senior Notes
Debt Instrument [Line Items]
Long-term debt	800,000,000	0
Senior Notes | 5.250% senior unsecured notes, due 2022
Debt Instrument [Line Items]
Long-term debt	400,000,000	0
Senior Notes | 5.250% senior unsecured notes, due 2022 | Subsequent Event
Debt Instrument [Line Items]
Long-term debt				400,000,000
Senior Notes | 5.625% senior unsecured notes, due 2024
Debt Instrument [Line Items]
Long-term debt	400,000,000	0
Senior Notes | 5.625% senior unsecured notes, due 2024 | Subsequent Event
Debt Instrument [Line Items]
Long-term debt				$ 400,000,000

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

For the years ended December 31, 2013 and 2012, the changes in the book value of goodwill by segment were as follows:

	United States			International			Total
At December 31, 2011	$	1,758.0		$	114.3		$	1,872.3
Currency translation adjustments	—			4.9			4.9
At December 31, 2012	1,758.0			119.2			1,877.2
Currency translation adjustments	—			(5.1		)	(5.1		)
Dispositions	(6.4		)	—			(6.4		)
At December 31, 2013	$	1,751.6		$	114.1		$	1,865.7

Schedule of Finite-Lived Intangible Assets

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization			Net
As of September 30, 2014:
Permits and leasehold agreements	$	876.0	$	(681.0	)	$	195.0
Franchise agreements	442.1		(317.9		)	124.2
Other intangible assets	2.1		(1.2		)	0.9
Total intangible assets	$	1,320.2	$	(1,000.1	)	$	320.1
As of December 31, 2013:
Permits and leasehold agreements	$	880.6	$	(659.0	)	$	221.6
Franchise agreements	462.4		(320.7		)	141.7
Other intangible assets	2.1		(1.0		)	1.1
Total intangible assets	$	1,345.1	$	(980.7	)	$	364.4

The Company’s identifiable intangible assets consist of the following:

At December 31, 2013	Gross		Accumulated Amortization			Net
Permits and leasehold agreements	$	880.6	$	(659.0	)	$	221.6
Franchise agreements	462.4		(320.7		)	141.7
Other intangible assets	2.1		(1.0		)	1.1
Total intangible assets	$	1,345.1	$	(980.7	)	$	364.4

At December 31, 2012	Gross		Accumulated Amortization			Net
Permits and leasehold agreements	$	875.7	$	(625.5	)	$	250.2
Franchise agreements	476.9		(309.0		)	167.9
Other intangible assets	15.7		(13.8		)	1.9
Total intangible assets	$	1,368.3	$	(948.3	)	$	420.0

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The Company expects its aggregate annual amortization expense for intangible assets, before considering the impact of future direct lease acquisition costs, for each of the years 2014 through 2018, to be as follows:

	2014		2015		2016		2017		2018
Amortization expense	$	57.1	$	55.2	$	50.1	$	27.9	$	21.0

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Equity - Narrative (Details) (USD $)	0 Months Ended		9 Months Ended		0 Months Ended
	Jul. 16, 2014	Jan. 15, 2014	Sep. 30, 2014	Sep. 30, 2013	Apr. 02, 2014	Mar. 14, 2014	Dec. 31, 2014	Dec. 15, 2014	Nov. 20, 2014	Nov. 18, 2014	Oct. 29, 2014	Jan. 31, 2014	Dec. 31, 2013	Mar. 13, 2014	Dec. 30, 2014
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		100
Common Stock, Issued			120,010,462		120,000,000								0
Common Stock, Outstanding			120,010,462		120,000,000								0
Common Stock, Authorized			450,000,000										0
Common Stock, Par Value			$ 0.01
Preferred Stock, Shares Authorized			50,000,000
Preferred Stock, Par or Stated Value Per Share			$ 0.01
Shares Exchanged by Parent In Tender Offer	97,000,000
Preferred Stock, Shares Issued			0
Preferred Stock, Shares Outstanding			0
% ownership by parent	0.00%
Distribution of net debt proceeds to CBS			$ 2,038,800,000	$ 0
Proceeds from Initial Public Offering Held for Payment Upon Election of REIT Status					100,000,000
Common Stock
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues					23,000,000
Stockholders' Equity Note, Stock Split, Conversion Ratio						970,000
Common Stock, Outstanding						97,000,000								100
Shares Issued, Price Per Share					$ 28
Shares Sold to Underwriter as Part of Total IPO | Common Stock
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues					3,000,000
Subsequent Event
Class of Stock [Line Items]
Dividends Payable, Date of Record									Nov. 20, 2014	Nov. 18, 2014
Dividends Payable, Date Announced											Oct. 29, 2014
Distributed Earnings											547,700,000
Distribution of net debt proceeds to CBS							109,500,000					1,520,000,000
Dividends Payable, Date to be Paid							Dec. 31, 2014	Dec. 15, 2014
Subsequent Event | Common Stock
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues					23,000,000
Stockholders' Equity Note, Stock Split, Conversion Ratio						970,000
Common Stock, Outstanding						97,000,000								100
Common Stock, Par Value						0.01
Subsequent Event | Shares Sold to Underwriter as Part of Total IPO | Common Stock
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues					3,000,000
CBS Corp.
Class of Stock [Line Items]
Accounts Receivable, Related Parties, Current			300,000										0
CBS Corp. | Subsequent Event
Class of Stock [Line Items]
Accounts Receivable, Related Parties, Current															$ 9,500,000

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Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

On July 16, 2014, we ceased to be a member of the CBS consolidated tax group and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014. In the third quarter of 2014, as a result of our REIT conversion, substantially all Deferred income tax liabilities, net, was reversed into Net income via a non-cash benefit of approximately $232.3 million. As a result of our REIT conversion, our expected effective tax rate for the second half of 2014 will be substantially lower than previous periods. Prior to July 17, 2014 our U.S. operating results were included in consolidated federal, and certain state and local income tax returns filed by CBS. The income tax expense reflected in the Consolidated Statements of Operations, deferred tax assets and liabilities included in the Consolidated Statements of Financial Position and income tax payments reflected in the Condensed Consolidated Statements of Cash Flows were prepared as if these amounts were calculated on a separate tax return basis for us. We believe that the assumptions and estimates used to determine these tax amounts were reasonable. However, the consolidated financial statements herein may not necessarily reflect our income tax expense or tax payments, or what our tax amounts would have been if we had been a stand-alone company during the periods prior to July 17, 2014.

As a REIT, we must distribute to our stockholders, for the tax year commencing July 17, 2014, and ending December 31, 2014, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on the undistributed income. In addition, we are subject to a 4% nondeductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute net income to our stockholders in a manner to satisfy the REIT 90% distribution requirement and to avoid the 4% nondeductible excise tax.

On September 30, 2014, we distributed a quarterly dividend of $0.37 per share, which we anticipate will be taxed as ordinary income by our stockholders.

On April 2, 2014, we entered into a tax matters agreement, which governs the respective rights, responsibilities and obligations of CBS and us with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes for the periods during which we are a member of the CBS consolidated tax group. The tax matters agreement also separately allocates among the parties any tax liability arising as a result of any failure of the Separation to qualify as a tax-free transaction based on actions taken during the two-year period following the Separation.

Our effective income tax rate represents a combined annual effective tax rate for federal, state, local and foreign taxes applied to interim operating results.

Excluding the non-cash benefit recorded as a result of our REIT conversion in 2014, the effective income tax rate was 39.3% in the nine months ended September 30, 2014, and 43.5% in the nine months ended September 30, 2013.

The difference between income taxes expected at the U.S. federal statutory income tax rate of 35% and the provision for income taxes is summarized as follows:

	Nine Months Ended
	September 30,
(in millions)	2014			2013
Taxes on income at U.S. statutory rate	$	21.2		$	56.7
State and local taxes, net of federal tax benefit	4.2			9.9
Effect of foreign operations	2.2			1.7
Reversal of deferred tax liability	(232.3		)	—
Other, net	1.8			2.2
Provision for income taxes	$	(202.9	)	$	70.5

The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.

(in millions)
As of December 31, 2013	$	4.0
Additions for current year tax positions	0.1
Reductions for prior year tax positions	(2.9		)
As of September 30, 2014	$	1.2

Reductions for prior year tax positions includes $2.1 million of liabilities which were transferred to CBS pursuant to our tax matters agreement. The reduction in this liability did not impact our provision for income taxes during the period. The reserve for uncertain tax positions of $1.2 million as of September 30, 2014, includes $0.8 million which would affect our effective income tax rate if and when recognized in future years.

INCOME TAXES

The Company’s U.S. operating results have been included in consolidated federal, and certain state and local income tax returns filed by CBS. The income tax expense reflected in the Combined Consolidated Statements of Operations, deferred tax assets and liabilities included in the Combined Consolidated Balance Sheets and income tax payments reflected in the Combined Consolidated Statements of Cash Flows have been prepared as if these amounts were calculated on a separate tax return basis for the Company. Management believes that the assumptions and estimates used to determine these tax amounts are reasonable. However, the combined consolidated financial statements herein may not necessarily reflect the Company’s income tax expense or tax payments in the future, or what its tax amounts would have been if the Company had been a stand-alone company during the periods presented.

Cash paid for income taxes was assumed to be $112.8 million, $96.5 million and $50.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The U.S. and foreign components of income before income taxes and equity in earnings of investee companies were as follows:

Year Ended December 31,	2013			2012			2011
United States	$	239.8		$	201.9		$	178.6
Foreign	(2.2		)	(1.7		)	14.6
Total	$	237.6		$	200.2		$	193.2

The components of the provision for income taxes are as follows:

Year Ended December 31,	2013			2012			2011
Current:
Federal	$	85.1		$	71.8		$	32.5
State and local	21.8			18.9			10.5
Foreign	5.2			4.9			12.0
	112.1			95.6			55.0
Deferred	(15.5		)	(6.6		)	32.8
Provision for income taxes	$	96.6		$	89.0		$	87.8

The difference between income taxes expected at the U.S. federal statutory income tax rate of 35% and the provision for income taxes is summarized as follows:

Year Ended December 31,	2013		2012		2011
Taxes on income at U.S. statutory rate	$	83.2	$	70.1	$	67.6
State and local taxes, net of federal tax benefit	7.6		13.4		13.1
Effect of foreign operations	4.0		2.2		3.4
Audit settlements	—		—		3.8
Other, net(a)	1.8		3.3		(0.1		)
Provision for income taxes	$	96.6	$	89.0	$	87.8

(a) For 2012, other primarily reflects a charge related to the Company’s domestic production deduction.

The following table is a summary of the components of deferred income tax assets and liabilities.

At December 31,	2013			2012
Deferred income tax assets:
Provision for expenses and losses	$	31.3		$	35.4
Postretirement and other employee benefits	9.9			12.7
Tax credit and loss carryforwards	14.6			13.7
Other	0.1			1.9
Total deferred income tax assets	55.9			63.7
Valuation allowance	(10.1		)	(8.0		)
Deferred income tax assets, net	45.8			55.7
Deferred income tax liabilities:
Property, equipment and intangible assets	(309.3		)	(340.5		)
Other	(0.5		)	—
Total deferred income tax liabilities	(309.8		)	(340.5		)
Deferred income tax liabilities, net	$	(264.0	)	$	(284.8	)

At December 31, 2012, $2.9 million of noncurrent deferred tax assets was included in “Other assets” on the Combined Consolidated Balance Sheet.

At December 31, 2013, the Company had net operating loss carryforwards for federal, state and local, and foreign jurisdictions of $47.2 million. Approximately $22.0 million of these losses may be carried forward indefinitely, subject to limitations imposed by local tax laws. The remaining net operating losses expire in various years from 2014 through 2027.

The 2013 and 2012 deferred income tax assets were reduced by a valuation allowance of $10.1 million and $8.0 million, respectively, principally relating to income tax benefits from net operating losses which are not expected to be realized.

The Company’s international operations have generated cumulative losses, and, therefore have no unremitted earnings.

The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.

At January 1, 2011	$	1.9
Additions for current year tax positions	3.5
At December 31, 2011	5.4
Additions for current year tax positions	3.8
Reductions for prior year tax positions	(4.3		)
At December 31, 2012	4.9
Additions for current year tax positions	0.2
Reductions for prior year tax positions	(1.1		)
At December 31, 2013	$	4.0

The reserve for uncertain tax positions of $4.0 million at December 31, 2013 includes $3.4 million which would affect the Company’s effective income tax rate if and when recognized in future years.

The Company recognizes interest and penalty charges related to the reserve for uncertain tax positions as part of income tax expense. These charges were not material for any of the periods presented.

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Asset Retirement Obligation (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Change in Asset Retirement Obligation

The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience.

(in millions)
As of December 31, 2013	$	31.7
Accretion expense	1.7
Additions	0.2
Liabilities settled	(0.8		)
Foreign currency translation adjustments	(0.5		)
As of September 30, 2014	$	32.3

The following table sets forth the change in the asset retirement obligations associated with the Company’s advertising structures located on leased properties. The obligation is calculated based on the assumption that all of the Company’s advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or nonrenewal of its leases are consistent with the Company’s historical experience. During the last several years, the Company has primarily invested in upgrading certain of its existing structures to digital formats and therefore has not had significant additions to its portfolio of properties.

At December 31, 2011	$	29.3
Accretion expense	1.8
Liabilities settled	(1.0		)
Foreign currency translation adjustments	0.5
At December 31, 2012	30.6
Accretion expense	2.2
Liabilities settled	(0.9		)
Foreign currency translation adjustments	(0.2		)
At December 31, 2013	$	31.7

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Subsequent Events Narrative (Details) (USD $)	0 Months Ended		9 Months Ended		0 Months Ended		1 Months Ended	3 Months Ended	0 Months Ended
	Jan. 31, 2014	Jan. 15, 2014	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2014	Oct. 29, 2014	Nov. 06, 2014	Sep. 30, 2014	Oct. 02, 2014	Apr. 02, 2014	Dec. 31, 2013	Dec. 31, 2012	Oct. 01, 2014	Feb. 18, 2014
Subsequent Event [Line Items]
Long-term debt			$ 1,598,200,000					$ 1,598,200,000			$ 0	$ 0
Proceeds from Initial Public Offering Held for Payment Upon Election of REIT Status										100,000,000
Deferred finance costs			29,300,000					29,300,000
Covenant description			The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.
Distribution of net debt proceeds to CBS			2,038,800,000	0
Net proceeds retained from incurrence of debt	50,000,000
Stock Issued During Period, Shares, New Issues		100
Subsequent Event
Subsequent Event [Line Items]
Long-term debt	1,598,000,000
Distributed Earnings						547,700,000
Acquisition cost							15,000,000						690,000,000
Deferred finance costs													10,800,000
Number of Businesses Acquired							2
Proceeds from Debt, Net of Issuance Costs	1,570,000,000
Distribution of net debt proceeds to CBS	1,520,000,000				109,500,000
Net proceeds retained from incurrence of debt	50,000,000
Senior Notes
Subsequent Event [Line Items]
Long-term debt			800,000,000					800,000,000			0
Term loan, due 2021 | Secured Debt
Subsequent Event [Line Items]
Long-term debt			798,200,000					798,200,000			0
Debt face amount	800,000,000
Stated interest rate			2.25%					2.25%
Maturity date	Jan. 31, 2021
Debt discount			1,800,000					1,800,000
Adjustment to term loan reference rate to arrive at effective rate								plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%
Interest rate at period end			3.00%					3.00%
Basis spread on variable rate			0.75%
Term loan, due 2021 | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Long-term debt	798,000,000
Debt face amount	800,000,000
Stated interest rate	2.25%
Adjustment to term loan reference rate to arrive at effective rate	2.25% plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%.
Interest rate at period end	3.00%
Basis spread on variable rate	0.75%
Senior Notes Due 2025 | Senior Notes | Subsequent Event
Subsequent Event [Line Items]
Allowable early redemption percentage for senior notes									35.00%
Debt face amount													450,000,000
Stated interest rate													5.875%
5.250% senior unsecured notes, due 2022 | Senior Notes
Subsequent Event [Line Items]
Long-term debt			400,000,000					400,000,000			0
Allowable early redemption percentage for senior notes			35.00%
Debt face amount	400,000,000
Stated interest rate	5.25%
Maturity date	Jan. 31, 2022
5.250% senior unsecured notes, due 2022 | Senior Notes | Subsequent Event
Subsequent Event [Line Items]
Long-term debt	400,000,000
Allowable early redemption percentage for senior notes	35.00%								35.00%
Debt face amount	400,000,000												150,000,000
Stated interest rate	5.25%												5.25%
Maturity date	Jan. 31, 2022
5.250% senior unsecured notes, due 2022 | Unsecured Debt | Subsequent Event
Subsequent Event [Line Items]
Debt discount			800,000					800,000
New Senior Notes | Subsequent Event
Subsequent Event [Line Items]
Deferred finance costs			1,600,000					1,600,000
5.625% senior unsecured notes, due 2024 | Senior Notes
Subsequent Event [Line Items]
Long-term debt			400,000,000					400,000,000			0
Allowable early redemption percentage for senior notes			35.00%
Debt face amount	400,000,000
Stated interest rate	5.625%
Maturity date	Jan. 31, 2024
5.625% senior unsecured notes, due 2024 | Senior Notes | Subsequent Event
Subsequent Event [Line Items]
Long-term debt	400,000,000
Allowable early redemption percentage for senior notes	35.00%
Debt face amount	400,000,000
Stated interest rate	5.625%
Maturity date	Jan. 31, 2024
Revolving Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity	425,000,000
Cash adjustment to debt compliance calculation			150,000,000					150,000,000
Covenant description			The Credit Agreement contains certain customary affirmative and negative covenants. As of September 30, 2014, the terms of the Revolving Credit Facility require that as an entity being taxed as a REIT, we are required to maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 4.0 to 1.0.
Maximum consolidated net secured coverage ratio, REIT election								4.0
Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Long-term debt														0
Maximum borrowing capacity	425,000,000
Cash adjustment to debt compliance calculation	150,000,000
Covenant description	The terms of the Revolving Credit Facility require the Company to maintain a maximum consolidated net secured leverage ratio of 3.50 to 1.00, which will be increased to 4.00 to 1.00 if the Company elects to be taxed as a REIT.
Debt Covenant, Maximum Consolidated Net Secured Leverage Ratio	3.5
Maximum consolidated net secured coverage ratio, REIT election	4.0
Letter of Credit
Subsequent Event [Line Items]
Maximum borrowing capacity	80,000,000
Letter of Credit | Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 80,000,000
Debt Instrument, Redemption, Period One [Member] | Term loan, due 2021 | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Debt Instrument, Prepayment Fee, Percent on Debt Redeemed	1.00%

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Earnings Per Share

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share (“EPS”)

	Nine Months Ended
	September 30,
(in millions)	2014		2013
Net income	$	279.1	$	93.5
Weighted average shares for basic EPS	112.3		112.3
Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)	0.5		0.5
Weighted average shares for diluted EPS	112.8		112.8

(a) The potential impact of an aggregate 0.1 million granted RSUs, PRSUs and stock options for the nine months ended September 30, 2014, was antidilutive.

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Stock-Based Compensation - Schedule of Allocation of Share-based Compensation Costs by Plan (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes	$ 10.9	$ 5.8	$ 7.5	$ 5.7	$ 5.0
Tax benefit	(2.8)	(2.4)	(3.0)	(2.3)	(2.0)
Stock-based compensation expense, net of tax	8.1	3.4	4.5	3.4	3.0
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes			6.8	5.2	4.7
RSUs and PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes	9.0	5.4
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes	$ 1.9	$ 0.4	$ 0.7	$ 0.5	$ 0.3

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Statement of Invested Equity/Shareholders' Equity (Parenthetical) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Statement of Stockholders' Equity [Abstract]
Common Stock, Par Value	$ 0.01
Dividends declared per common share	$ 0.74	$ 0.00

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Statement of Financial Position (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 14.9	$ 15.7	$ 19.3
Common Stock, Authorized	450,000,000	0
Common Stock, Issued	120,010,462	0
Common Stock, Outstanding	120,010,462	0

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Long-Term Debt

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	September 30, 2014			December 31, 2013
Term loan, due 2021	$	798.2		$	—
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	400.0			—
5.625% senior unsecured notes, due 2024	400.0			—
Total senior unsecured notes	800.0			—
Total long-term debt	$	1,598.2		$	—
Weighted average cost of debt	4.2		%	—		%

Term Loan

On January 31, 2014, two of our wholly owned subsidiaries, Outfront Media Capital LLC (“Capital LLC”) and Outfront Media Capital Corporation (“Finance Corp,” and together with Capital LLC, the “Borrowers”), borrowed $800.0 million under a term loan due in 2021 (the “Term Loan,” together with the Revolving Credit Facility (as defined below), the “Senior Credit Facilities”). The Senior Credit Facilities are governed by a credit agreement, dated as of January 31, 2014 (the “Credit Agreement”). The Term Loan is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Term Loan is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Term Loan.

The Term Loan bears interest at a rate per annum equal to 2.25%plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%. The interest rate on the Term Loan was 3.00% per annum as of September 30, 2014. Interest on the term loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The Term Loan was issued at a discount which we are amortizing through Interest expense on the Consolidated Statement of Operations over the life of the Term Loan. As of September 30, 2014, $1.8 million remains unamortized.

Senior Unsecured Notes

On January 31, 2014, the Borrowers issued $400.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 and $400.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (together, the “Senior Notes”) in a private placement. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the Senior Notes is payable on May 15 and November 15 of each year.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the 5.250% Senior Unsecured Notes due 2022, and on or after February 15, 2019, the Borrowers may also redeem at any time, or from time to time, some or all of the 5.625% Senior Unsecured Notes due 2024. Prior to such dates, the Borrowers may redeem some or all of the Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of each series of Senior Notes with the proceeds of certain equity offerings.

Pursuant to a registration rights agreement dated January 31, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by January 31, 2015, related to an offer to exchange the Senior Notes for registered Senior Notes having substantially identical terms, or, in certain cases, to register the Senior Notes for resale. If we and the Borrowers do not register or exchange the Senior Notes pursuant to the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the Senior Notes under certain circumstances.

Revolving Credit Facility

On January 31, 2014, the Borrowers also entered into a $425.0 million Revolving Credit Facility, which matures in 2019 (the “Revolving Credit Facility”). Borrowing rates under the Revolving Credit Facility are based on LIBOR plus a margin based on our Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters. Interest on the Revolving Credit Facility is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The commitment fee based on the amount of unused commitments under the Revolving Credit Facility in the nine months ended September 30, 2014, was $1.4 million. As of September 30, 2014, there were no outstanding borrowings under the Revolving Credit Facility. As of September 30, 2014, we had issued letters of credit totaling approximately $20.5 million against the Revolving Credit Facility. The Revolving Credit Facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Revolving Credit Facility is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Revolving Credit Facility.

The Credit Agreement contains certain customary affirmative and negative covenants. As of September 30, 2014, the terms of the Revolving Credit Facility require that as an entity being taxed as a REIT, we are required to maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 4.0 to 1.0. As of September 30, 2014, our Maximum Consolidated Net Secured Leverage Ratio was 1.6 to 1.0. The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of September 30, 2014, our Consolidated Total Leverage Ratio was 3.9 to 1.0. 

Letter of Credit Facility

On January 31, 2014, the Borrowers also entered into a letter of credit facility, pursuant to which we may obtain letters of credit from time to time in an aggregate outstanding face amount of up to $80.0 million. After the first year, the letter of credit facility will automatically extend for successive one-year periods unless either the Borrowers or the issuing bank under it elect not to extend it. The letter of credit facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions, and is secured on an equal and ratable basis by the same collateral that secures the Senior Credit Facilities. The fee under the letter of credit facility in the nine months ended September 30, 2014, was immaterial. On October 1, 2014, we issued letters of credit totaling approximately $10.2 million related to operations of the Acquired Business against the letter of credit facility.

Deferred Financing Costs

We deferred $29.3 million in fees and expenses associated with the Senior Credit Facilities, Senior Notes and letter of credit facility. We are amortizing the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of each debt facility.

Use of Proceeds

On January 31, 2014, we transferred approximately $1.5 billion of the combined proceeds from the Term Loan and the Senior Notes to a wholly owned subsidiary of CBS, which is an amount equal to the net proceeds from the total indebtedness less $50.0 million, which remained with us for general corporate purposes.

Fair Value

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $1.6 billion as of September 30, 2014. The fair value of our debt is classified as Level 2.

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Condensed Consolidating Financial Statements Condensed Balance Sheet (Details) (USD $)	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Consolidating Financial Statements [Abstract]
Billboard	$ 690,200,000	$ 685,800,000	$ 925,700,000	$ 913,600,000	$ 894,200,000
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	272,200,000	24,100,000	29,800,000	20,200,000	37,600,000	19,000,000
Receivables, less allowance	175,600,000		178,800,000	175,100,000
Other current assets	113,000,000		108,600,000	119,700,000
Total current assets	560,800,000		317,200,000	315,000,000
Property and equipment, net	704,400,000		755,400,000	807,900,000
Goodwill	1,860,400,000		1,865,700,000	1,877,200,000	1,872,300,000
Intangible assets	320,100,000		364,400,000	420,000,000
Investments in subsidiaries	0		0	0
Other assets	77,100,000		52,800,000	44,800,000
Intercompany	0		0	0
Total assets	3,522,800,000		3,355,500,000	3,464,900,000
Total current liabilities	237,900,000		212,200,000	205,600,000
Long-term debt	1,598,200,000		0	0
Deferred income tax liabilities, net	22,800,000		288,500,000	313,800,000
Asset retirement obligation	32,300,000		31,700,000	30,600,000	29,300,000
Deficit In Excess Of Investment In Subsidiaries	0
Other liabilities	64,600,000		68,700,000	71,000,000
Intercompany	0		0	0
Total liabilities	1,955,800,000		601,100,000	621,000,000
Total invested equity		2,798,600,000	2,754,400,000	2,843,900,000	2,990,600,000
Total stockholders' equity	1,567,000,000
Total liabilities and invested equity/shareholders' equity	3,522,800,000		3,355,500,000	3,464,900,000
Transit and other	268,600,000	264,300,000	368,300,000	371,000,000	382,900,000
Parent Company
Condensed Consolidating Financial Statements [Abstract]
Billboard	0	0	0	0	0
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0	0	0
Receivables, less allowance	0		0	0
Other current assets	0		0	0
Total current assets	0		0	0
Property and equipment, net	0		0	0
Goodwill	0		0	0
Intangible assets	0		0	0
Investments in subsidiaries	1,567,000,000		0	0
Other assets	0		0	0
Intercompany	0		0	0
Total assets	1,567,000,000		0	0
Total current liabilities	0		0	0
Long-term debt	0
Deferred income tax liabilities, net	0		0	0
Asset retirement obligation	0		0	0
Deficit In Excess Of Investment In Subsidiaries	0
Other liabilities	0		0	0
Intercompany	0		0	0
Total liabilities	0		0	0
Total invested equity			0	0
Total stockholders' equity	1,567,000,000
Total liabilities and invested equity/shareholders' equity	1,567,000,000		0	0
Transit and other	0	0	0	0	0
Subsidiary Issuers
Condensed Consolidating Financial Statements [Abstract]
Billboard	0	0	0	0	0
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	230,000,000	0	0	0	0	0
Receivables, less allowance	0		0	0
Other current assets	4,100,000		0	0
Total current assets	234,100,000		0	0
Property and equipment, net	0		0	0
Goodwill	0		0	0
Intangible assets	0		0	0
Investments in subsidiaries	2,935,500,000		0	0
Other assets	23,900,000		0	0
Intercompany	0		0	0
Total assets	3,193,500,000		0	0
Total current liabilities	28,300,000		0	0
Long-term debt	1,598,200,000
Deferred income tax liabilities, net	0		0	0
Asset retirement obligation	0		0	0
Deficit In Excess Of Investment In Subsidiaries	0
Other liabilities	0		0	0
Intercompany	0		0	0
Total liabilities	1,626,500,000		0	0
Total invested equity			0	0
Total stockholders' equity	1,567,000,000
Total liabilities and invested equity/shareholders' equity	3,193,500,000		0	0
Transit and other	0	0	0	0	0
Guarantor Subsidiaries
Condensed Consolidating Financial Statements [Abstract]
Billboard	599,700,000	589,800,000	796,600,000	770,700,000	746,800,000
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	23,500,000	9,500,000	2,100,000	9,500,000	10,000,000	2,100,000
Receivables, less allowance	140,900,000		146,000,000	138,000,000
Other current assets	87,400,000		89,100,000	98,200,000
Total current assets	251,800,000		237,200,000	245,700,000
Property and equipment, net	596,200,000		628,100,000	655,800,000
Goodwill	1,751,400,000		1,751,600,000	1,758,000,000
Intangible assets	319,900,000		364,200,000	419,700,000
Investments in subsidiaries	218,600,000		232,900,000	241,000,000
Other assets	48,100,000		46,500,000	35,200,000
Intercompany	66,100,000		66,000,000	65,800,000
Total assets	3,252,100,000		3,326,500,000	3,421,200,000
Total current liabilities	176,400,000		168,300,000	158,700,000
Long-term debt	0
Deferred income tax liabilities, net	(1,100,000)		259,400,000	276,800,000
Asset retirement obligation	23,700,000		23,100,000	28,000,000
Deficit In Excess Of Investment In Subsidiaries	1,368,500,000
Other liabilities	62,800,000		65,600,000	57,300,000
Intercompany	54,800,000		55,700,000	56,500,000
Total liabilities	1,685,100,000		572,100,000	577,300,000
Total invested equity			2,754,400,000	2,843,900,000
Total stockholders' equity	1,567,000,000
Total liabilities and invested equity/shareholders' equity	3,252,100,000		3,326,500,000	3,421,200,000
Transit and other	242,700,000	237,800,000	333,500,000	327,900,000	304,700,000
Non-Guarantor Subsidiaries
Condensed Consolidating Financial Statements [Abstract]
Billboard	90,500,000	96,000,000	129,100,000	142,900,000	147,400,000
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	18,700,000	14,600,000	27,700,000	10,700,000	27,600,000	16,900,000
Receivables, less allowance	34,700,000		32,800,000	37,100,000
Other current assets	21,500,000		19,500,000	21,500,000
Total current assets	74,900,000		80,000,000	69,300,000
Property and equipment, net	108,200,000		127,300,000	152,100,000
Goodwill	109,000,000		114,100,000	119,200,000
Intangible assets	200,000		200,000	300,000
Investments in subsidiaries	0		0	0
Other assets	5,100,000		6,300,000	9,600,000
Intercompany	54,800,000		55,700,000	56,500,000
Total assets	352,200,000		383,600,000	407,000,000
Total current liabilities	33,200,000		43,900,000	46,900,000
Long-term debt	0
Deferred income tax liabilities, net	23,900,000		29,100,000	37,000,000
Asset retirement obligation	8,600,000		8,600,000	2,600,000
Deficit In Excess Of Investment In Subsidiaries	0
Other liabilities	1,800,000		3,100,000	13,700,000
Intercompany	66,100,000		66,000,000	65,800,000
Total liabilities	133,600,000		150,700,000	166,000,000
Total invested equity			232,900,000	241,000,000
Total stockholders' equity	218,600,000
Total liabilities and invested equity/shareholders' equity	352,200,000		383,600,000	407,000,000
Transit and other	25,900,000	26,500,000	34,800,000	43,100,000	78,200,000
Eliminations
Condensed Consolidating Financial Statements [Abstract]
Billboard	0	0	0	0	0
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0	0	0
Receivables, less allowance	0		0	0
Other current assets	0		0	0
Total current assets	0		0	0
Property and equipment, net	0		0	0
Goodwill	0		0	0
Intangible assets	0		0	0
Investments in subsidiaries	(4,721,100,000)		(232,900,000)	(241,000,000)
Other assets	0		0	0
Intercompany	(120,900,000)		(121,700,000)	(122,300,000)
Total assets	(4,842,000,000)		(354,600,000)	(363,300,000)
Total current liabilities	0		0	0
Long-term debt	0
Deferred income tax liabilities, net	0		0	0
Asset retirement obligation	0		0	0
Deficit In Excess Of Investment In Subsidiaries	(1,368,500,000)
Other liabilities	0		0	0
Intercompany	(120,900,000)		(121,700,000)	(122,300,000)
Total liabilities	(1,489,400,000)		(121,700,000)	(122,300,000)
Total invested equity			(232,900,000)	(241,000,000)
Total stockholders' equity	(3,352,600,000)
Total liabilities and invested equity/shareholders' equity	(4,842,000,000)		(354,600,000)	(363,300,000)
Transit and other	$ 0	$ 0	$ 0	$ 0	$ 0

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Segment Information - Reconciliation of Revenue from Segments to Consolidated (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								9 Months Ended		12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Segment Reporting Information [Line Items]
Revenues	$ 343.9	$ 338.2	$ 332.7	$ 279.2	$ 335.8	$ 331.5	$ 331.4	$ 285.9	$ 958.8	$ 950.1	$ 1,294.0	[1]	$ 1,284.6	[1]	$ 1,277.1	[1]
UNITED STATES
Segment Reporting Information [Line Items]
Revenues	302.5	296.5	285.9	245.2	287.4	284.9	281.7	244.6	842.4	827.6	1,130.1	[1]	1,098.6	[1]	1,051.5	[1]
International
Segment Reporting Information [Line Items]
Revenues	41.4	41.7	46.8	34.0	48.4	46.6	49.7	41.3	116.4	122.5	163.9		186.0		225.6
CANADA
Segment Reporting Information [Line Items]
Revenues											84.7	[1]	99.2	[1]	138.1	[1]
Latin America [Member]
Segment Reporting Information [Line Items]
Revenues											$ 79.2	[1]	$ 86.8	[1]	$ 87.5	[1]

[1] Revenues classifications are based on customers’ locations.

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Commitment and Contingencies - Narrative (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
Outstanding letters of credit and surety bonds	$ 78.3			$ 99.3
Related Party Transaction [Line Items]
Operating Leases, Future Minimum Payments Due	674.0
Operating Leases, Rent Expense	292.0	283.2	279.3
Operating Leases, Rent Expense, Contingent Rentals	35.7	28.6	24.7
CBS Corp.
Related Party Transaction [Line Items]
Indemnification of Letters of Credit and Surety Bonds	$ 78.3			$ 0

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Document and Entity Information Document	9 Months Ended
	Sep. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Outfront Media Inc.
Entity Central Index Key	0001579877
Entity Filer Category	Non-accelerated Filer
Document Type	S-4
Document Period End Date	Sep. 30, 2014
Amendment Flag	false

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Accumulated Other Comprehensive Income

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Accumulated Other Comprehensive Income [Abstract]

Accumulated Comprehensive Income

Accumulated Other Comprehensive Income

(in millions)	Cumulative Translation Adjustments			Net Actuarial Gain (Loss)			Accumulated Other Comprehensive Income (Loss)
As of December 31, 2013	$	(69.2	)	$	(5.9	)	$	(75.1	)
Other comprehensive income before reclassifications	(3.1		)	—			(3.1		)
Amortization of actuarial losses reclassified to net income	—			0.2			0.2
Deferred tax rate adjustment	—			(1.2		)	(1.2		)
Total other comprehensive income, net of tax	(3.1		)	(1.0		)	(4.1		)
As of September 30, 2014	$	(72.3	)	$	(6.9	)	$	(79.2	)
As of December 31, 2012	$	(54.3	)	$	(11.7	)	$	(66.0	)
Other comprehensive income before reclassifications	(12.3		)	—			(12.3		)
Amortization of actuarial losses reclassified to net income	—			0.4			0.4
Total other comprehensive income (loss), net of tax	(12.3		)	0.4			(11.9		)
As of September 30, 2013	$	(66.6	)	$	(11.3	)	$	(77.9	)

ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table presents the changes in the components of accumulated other comprehensive income (loss).

	Cumulative Translation Adjustments			Net Actuarial Gain (Loss)			Accumulated Other Comprehensive Income (Loss)
At December 31, 2010	$	(51.0	)	$	(7.1	)	$	(58.1	)
Other comprehensive loss	(14.3		)	(3.2		)	(17.5		)
At December 31, 2011	(65.3		)	(10.3		)	(75.6		)
Other comprehensive income (loss)	11.0			(1.4		)	9.6
At December 31, 2012	(54.3		)	(11.7		)	(66.0		)
Other comprehensive income (loss) before reclassifications	(14.9		)	5.2			(9.7		)
Amortization of actuarial losses reclassified to net income (a)	—			0.6			0.6
Other comprehensive income (loss)	(14.9		)	5.8			(9.1		)
At December 31, 2013	$	(69.2	)	$	(5.9	)	$	(75.1	)

(a) See Note 11 for additional details of items reclassified from accumulated other comprehensive income to net income.

Net actuarial gain (loss) included in other comprehensive income (loss) is net of a tax expense of $3.3 million for the year ended December 31, 2013, and net of a tax benefit of $.3 million and $2.9 million for the years ended December 31, 2012 and 2011, respectively.

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Retirement Benefits - Schedule of Change in Benefit Obligations (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Compensation and Retirement Disclosure [Abstract]
Benefit obligation, beginning of period	$ 46.0	$ 52.7	$ 52.7	$ 46.8
Service cost	1.1	1.3	1.7	1.5	1.3
Interest cost	1.9	1.5	2.0	2.2	2.2
Actuarial gain (loss)			(5.1)	2.7
Benefits paid			(1.6)	(2.2)
Cumulative translation adjustments			(3.7)	1.7
Benefit obligation, end of period			$ 46.0	$ 52.7	$ 46.8

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Earnings Per Share (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								9 Months Ended				12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income	$ 50.0	$ 37.2	$ 36.4	$ 19.9	$ 18.8	$ 38.7	$ 37.2	$ 18.7	$ 279.1		$ 93.5		$ 143.5	$ 113.4	$ 107.1
Weighted average shares for basic EPS									112.3		112.3		97.0	97.0	97.0
Dilutive potential shares from granted RSUs and PRSUs									0.5	[1]	0.5	[1]
Weighted average shares for diluted EPS									112.8		112.8		97.0	97.0	97.0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount									0.1

[1] The potential impact of an aggregate 0.1 million granted RSUs, PRSUs and stock options for the nine months ended September 30, 2014, was antidilutive.

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Statement of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	9 Months Ended				12 Months Ended
	Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Revenues [Abstract]
Billboard	$ 690.2		$ 685.8		$ 925.7		$ 913.6		$ 894.2
Transit and other	268.6		264.3		368.3		371.0		382.9
Total revenues	958.8		950.1		1,294.0	[1]	1,284.6	[1]	1,277.1	[1]
Expenses:
Operating	512.3		504.5		686.9		700.1		689.4
Selling, general and administrative	161.1		146.8		199.8		181.8		178.4
Restructuring charges	6.2	[2]	0	[2]	0		2.5		3.0
Acquisition costs	1.4	[2]	0	[2]
Net gain (loss) on dispositions	1.4		9.8		27.3		(2.2)		(2.0)
Depreciation	79.3		78.3		104.5		105.9		109.0
Amortization	67.3		68.2		91.3		90.9		102.9
Total expenses	826.2		788.0		1,055.2		1,083.4		1,084.7
Operating income	132.6		162.1		238.8		201.2		192.4
Interest income (expense), net	(57.3)		0
Other income (expense), net	(0.5)		0		(1.2)		(1.0)		0.8
Income before income taxes and equity in earnings of investee companies	74.8		162.1		237.6		200.2		193.2
Benefit (provision) for income taxes	202.9		(70.5)		(96.6)		(89.0)		(87.8)
Equity in earnings of investee companies, net of tax	1.4		1.9		2.5		2.2		1.7
Net income	$ 279.1		$ 93.5		$ 143.5		$ 113.4		$ 107.1
Net income per common share:
Basic	$ 2.49		$ 0.83		$ 1.48		$ 1.17		$ 1.10
Diluted	$ 2.47		$ 0.83		$ 1.48		$ 1.17		$ 1.10
Basic and Diluted					$ 1.48		$ 1.17		$ 1.10
Weighted average shares outstanding:
Basic	112.3		112.3		97.0		97.0		97.0
Diluted	112.8		112.8		97.0		97.0		97.0
Basic and Diluted					97.0		97.0		97.0
Dividends declared per common share	$ 0.74		$ 0.00

[1] Revenues classifications are based on customers’ locations.

[2] Restructuring charges (including stock-based compensation of $3.5 million), costs related to the Acquisition and stock-based compensation are classified as Corporate expense.

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New Accounting Standards

9 Months Ended

Sep. 30, 2014

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

New Accounting Standards

Adoption of New Accounting Standards

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

During the nine months ended September 30, 2014, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance on the presentation of the reserve for uncertain tax positions when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires the reserve for uncertain tax positions to be presented in the financial statements as a reduction to the deferred tax asset for a tax loss or other tax carryforward that would be applied in the settlement of the uncertain tax position. This guidance did not have a material effect on our consolidated financial statements.

Obligations Resulting from Joint and Several Liability Arrangements

During the nine months ended September 30, 2014, we adopted FASB guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Under this guidance, we are required to measure our obligations under such arrangements as the sum of the amount we agreed to pay in the arrangement among our co-obligors and any additional amount we expect to pay on behalf of our co-obligors. We are also required to disclose the nature and amount of the obligation. This guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Service Concession Arrangements

In January 2014, the FASB issued guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. We are currently evaluating the impact of this guidance, which is effective for reporting periods beginning after December 15, 2014, on our consolidated financial statements.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements, including additional disclosures, for reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance is effective for interim periods and annual periods beginning after December 31, 2014. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued or available for issuance. This guidance is not expected to have a material effect on our consolidated financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued principles-based guidance addressing revenue recognition issues. The guidance may be applied to all contracts with customers regardless of industry-specific or transaction specific fact patterns. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

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Initial Public Offering

9 Months Ended

Sep. 30, 2014

Initial Public Offering [Abstract]

Initial Public Offering

Initial Public Offering

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC and on March 28, 2014, our common stock began trading on the New York Stock Exchange under the symbol “CBSO.” On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’s Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be applied to the cash portion of the E&P Purge to our stockholders.

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Retirement Benefits

9 Months Ended

Sep. 30, 2014

Compensation and Retirement Disclosure [Abstract]

Retirement Benefits

Retirement Benefits

The following table presents the components of net periodic pension cost and amounts recognized in other comprehensive income (loss) for our pension plans:

	Nine Months Ended
	September 30,
(in millions)	2014			2013
Components of net periodic pension cost:
Service cost	$	1.1		$	1.3
Interest cost	1.9			1.5
Expected return on plan assets	(2.1		)	(1.8		)
Amortization of actuarial losses(a)	0.3			0.8
Net periodic pension cost	$	1.2		$	1.8

(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

In the nine months ended September 30, 2014, we contributed $1.9 million to our pension plans. In 2014, we expect to contribute approximately $2.0 million to our pension plans.

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Equity

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Equity

Equity

On January 15, 2014, 100 shares of our common stock were issued to CBS. On March 14, 2014, our board of directors declared a 970,000 to 1 stock split. As a result of the stock split, the 100 shares of our common stock then outstanding were converted into 97,000,000 shares of our common stock. The effects of the stock split have been applied retroactively. For purposes of calculating earnings per share, 97,000,000 shares were considered outstanding for all periods presented.

On March 25, 2014, our board of directors granted CBS and certain of its affiliates a waiver of the ownership restrictions contained in our charter, subject to certain initial and ongoing conditions designed to protect our status as a REIT.

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC. On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share. Our total shares issued and outstanding upon completion of the IPO was 120,000,000. (See Note 2. Initial Public Offering.)

As of September 30, 2014, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 120,010,462 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with no shares issued and outstanding.

On October 29, 2014, our board of directors approved a special dividend of approximately $547.7 million to our stockholders in connection with our conversion to a REIT. The special dividend is payable on December 31, 2014, to stockholders of record as of November 20, 2014. The special dividend is the E&P Purge. Stockholders will have the option to elect to receive their special dividend in all cash or all stock. However, the aggregate amount of cash to be distributed will be approximately $109.5 million. As stated in Note 2. Initial Public Offering, a portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

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Retirement Benefits Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
Projected Benefit Obligation	$ 2.0	$ 52.7
Accumulated Benefit Obligation	1.9	46.5
Net amount recognized in accumulated other comprehensive loss	$ 1.8	$ 40.1

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Asset Retirement Obligation

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

Asset Retirement Obligation

The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience.

(in millions)
As of December 31, 2013	$	31.7
Accretion expense	1.7
Additions	0.2
Liabilities settled	(0.8		)
Foreign currency translation adjustments	(0.5		)
As of September 30, 2014	$	32.3

ASSET RETIREMENT OBLIGATION

The following table sets forth the change in the asset retirement obligations associated with the Company’s advertising structures located on leased properties. The obligation is calculated based on the assumption that all of the Company’s advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or nonrenewal of its leases are consistent with the Company’s historical experience. During the last several years, the Company has primarily invested in upgrading certain of its existing structures to digital formats and therefore has not had significant additions to its portfolio of properties.

At December 31, 2011	$	29.3
Accretion expense	1.8
Liabilities settled	(1.0		)
Foreign currency translation adjustments	0.5
At December 31, 2012	30.6
Accretion expense	2.2
Liabilities settled	(0.9		)
Foreign currency translation adjustments	(0.2		)
At December 31, 2013	$	31.7

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Related Party Transactions - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended										9 Months Ended		12 Months Ended						0 Months Ended
	Dec. 31, 2013 joint_venture		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014 joint_venture	Sep. 30, 2013	Dec. 31, 2013 joint_venture		Dec. 31, 2012		Dec. 31, 2011		Mar. 31, 2016	Dec. 31, 2014	Dec. 30, 2014
Related Party Transaction [Line Items]
Revenues	$ 343.9		$ 338.2	$ 332.7	$ 279.2		$ 335.8	$ 331.5	$ 331.4	$ 285.9	$ 958.8	$ 950.1	$ 1,294.0	[1]	$ 1,284.6	[1]	$ 1,277.1	[1]
Equity Method Investment, Number of Investments	2										2		2
Equity Method Investments	24.1						11.3				22.6		24.1		11.3
Percentage of Company's ownership in group of assets sold	50.00%
Proceeds from dispositions	17.5										2.3	11.1	28.7		0.5		0.8
Percentage of Company's ownership in group of assets contributed to a joint venture	50.00%
Net gain (loss) on dispositions	17.5	[2]	0.1	(0.1)	9.8	[3]	(0.4)	(0.3)	(0.7)	(0.8)	1.4	9.8	27.3		(2.2)		(2.0)
CBS Corp.
Related Party Transaction [Line Items]
Selling, General and Administrative Expenses from Transactions with Related Party											9.5	48.7	60.9		47.7		46.2
Accounts Receivable, Related Parties, Current	0										0.3		0
Accounts Payable, Related Parties, Current	0										1.0		0
Revenues											14.5
Revenue from Related Parties											7.7	12.3	14.9		16.6		20.1
Other Related Parties
Related Party Transaction [Line Items]
Revenues											6.0
Revenue from Related Parties											4.3	5.6	9.3		9.4		11.4
Corporate Joint Venture [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	50.00%										50.00%		50.00%
Subsequent Event | CBS Corp.
Related Party Transaction [Line Items]
Accounts Receivable, Related Parties, Current																					$ 9.5
Licensing Agreement, Corporate Name, Term of Agreement After the Split-Off																				Dec. 31, 2014
Licensing Agreement, Mark and Logo, Term of Agreement After the Split-Off																			Mar. 31, 2016

[1] Revenues classifications are based on customers’ locations.

[2] During the fourth quarter of 2013, the Company sold 50% of its transit shelter operations in Los Angeles, and the Company and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture they own together. This transaction resulted in a gain of $17.5 million.

[3] During the first quarter of 2013, the Company exchanged most of its billboards in Salt Lake City for billboards in New Jersey resulting in a gain of $9.8 million.

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Property and Equipment

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

The table below presents the balances of major classes of assets and accumulated depreciation.

		As of
(in millions)	Estimated Useful Lives	September 30, 2014		December 31, 2013
Land		$	88.4	$	88.6
Building and improvements	20 to 40 years	47.5		45.0
Advertising structures	5 to 20 years	1,662.4		1,662.3
Furniture, equipment and other	3 to 10 years	76.1		77.2
Construction in progress		15.7		18.9
		1,890.1		1,892.0
Less: accumulated depreciation		1,185.7		1,136.6
Property and equipment, net		$	704.4	$	755.4

Depreciation expense was $79.3 million for the nine months ended September 30, 2014, and $78.3 million for the nine months ended September 30, 2013.

3) PROPERTY AND EQUIPMENT

The table below presents the balances of major classes of assets and accumulated depreciation.

At December 31,	2013		2012
Land	$	88.6	$	87.8
Buildings and improvements	45.0		45.7
Advertising structures	1,662.3		1,655.9
Furniture, equipment and other	77.2		76.3
Construction in progress	18.9		13.5
	1,892.0		1,879.2
Less accumulated depreciation	1,136.6		1,071.3
Property and equipment, net	$	755.4	$	807.9

Depreciation expense was $104.5 million, $105.9 million and $109.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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Goodwill and Other Intangible Assets (Notes)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and other intangible assets

Intangible Assets

Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements and franchise agreements which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization			Net
As of September 30, 2014:
Permits and leasehold agreements	$	876.0	$	(681.0	)	$	195.0
Franchise agreements	442.1		(317.9		)	124.2
Other intangible assets	2.1		(1.2		)	0.9
Total intangible assets	$	1,320.2	$	(1,000.1	)	$	320.1
As of December 31, 2013:
Permits and leasehold agreements	$	880.6	$	(659.0	)	$	221.6
Franchise agreements	462.4		(320.7		)	141.7
Other intangible assets	2.1		(1.0		)	1.1
Total intangible assets	$	1,345.1	$	(980.7	)	$	364.4

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $67.3 million for the nine months ended September 30, 2014, and $68.2 million for the nine months ended September 30, 2013, which includes the amortization of direct lease acquisition costs of $24.2 million for the nine months ended September 30, 2014, and $22.7 million for the nine months ended September 30, 2013. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

GOODWILL AND OTHER INTANGIBLE ASSETS

For the years ended December 31, 2013 and 2012, the changes in the book value of goodwill by segment were as follows:

	United States			International			Total
At December 31, 2011	$	1,758.0		$	114.3		$	1,872.3
Currency translation adjustments	—			4.9			4.9
At December 31, 2012	1,758.0			119.2			1,877.2
Currency translation adjustments	—			(5.1		)	(5.1		)
Dispositions	(6.4		)	—			(6.4		)
At December 31, 2013	$	1,751.6		$	114.1		$	1,865.7

The balance in the Company’s United States segment is net of accumulated impairments of $7.19 billion at December 31, 2013 and $7.22 billion at both December 31, 2012 and 2011, which were incurred prior to 2009.

The balance in the Company’s International segment is net of accumulated impairments of $489.2 million at December 31, 2013, 2012 and 2011, which were incurred prior to 2009.

The Company’s identifiable intangible assets primarily consist of acquired permits and leasehold agreements and franchise agreements which grant the Company the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

The Company’s identifiable intangible assets consist of the following:

At December 31, 2013	Gross		Accumulated Amortization			Net
Permits and leasehold agreements	$	880.6	$	(659.0	)	$	221.6
Franchise agreements	462.4		(320.7		)	141.7
Other intangible assets	2.1		(1.0		)	1.1
Total intangible assets	$	1,345.1	$	(980.7	)	$	364.4

At December 31, 2012	Gross		Accumulated Amortization			Net
Permits and leasehold agreements	$	875.7	$	(625.5	)	$	250.2
Franchise agreements	476.9		(309.0		)	167.9
Other intangible assets	15.7		(13.8		)	1.9
Total intangible assets	$	1,368.3	$	(948.3	)	$	420.0

All of the Company’s intangible assets, except goodwill, are subject to amortization. Amortization expense was $91.3 million, $90.9 million and $102.9 million for the years ended December 31, 2013, 2012 and 2011, respectively, which includes the amortization of direct lease acquisition costs of $30.9 million, $31.1 million and $32.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

The Company expects its aggregate annual amortization expense for intangible assets, before considering the impact of future direct lease acquisition costs, for each of the years 2014 through 2018, to be as follows:

	2014		2015		2016		2017		2018
Amortization expense	$	57.1	$	55.2	$	50.1	$	27.9	$	21.0

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Related Party Transactions

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

CBS Corporation

Our financial statements as of and for the nine months ended September 30, 2014, include charges from CBS for services, such as tax, internal audit, cash management, insurance, technology systems and other services. In addition, prior to 2014, CBS provided benefits to our employees, including certain post-employment benefits, medical, dental, life and disability insurance and participation in a 401(k) savings plan. Charges for these services and benefits are reflected in the consolidated financial statements based on the specific identification of costs, assets and liabilities or based on various allocation methods, including factors such as headcount, time and effort spent on matters relating to us, and the number of CBS operating entities benefiting from such services. Charges for these services and benefits have been included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and totaled $9.5 million in the nine months ended September 30, 2014, and $48.7 million in the same prior-year period. Also included in these charges are professional fees associated with our planned election to be taxed as a REIT. Our expenses as a stand-alone company may be different from those reflected in the Consolidated Statements of Operations prior to the IPO. Effective January 1, 2014, our employees began participating in employee benefit plans maintained by us. As a result, there were no benefits provided by CBS in the nine months ended September 30, 2014. In addition, during 2014, certain other services previously provided by CBS have been transitioned to us.

As of September 30, 2014, receivables from CBS were $0.3 million and payables to CBS were $1.0 million, which were included in Other current assets and Other current liabilities, respectively, on our Consolidated Statement of Financial Position. As of December 31, 2013, there were no receivables or payables from CBS on our Consolidated Statement of Financial Position.

On April 2, 2014, we entered into a transition services agreement with CBS, pursuant to which CBS will temporarily provide us with certain services (including legal, finance, information technology, insurance, tax and employment functions), and we will provide certain limited services to CBS. Also on April 2, 2014, we entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which we have the right to use “CBS” in the corporate names of the Company and our subsidiaries and have the right to use the “CBS” mark and logo on our advertising billboards. On July 16, 2014, we amended the transition services agreement to extend the time periods in which CBS will provide the transition services described above to January 16, 2015 or to July 16, 2015, as applicable depending on the services being provided. Also on July 16, 2014, we amended the license agreement to extend the time period in which we have the right to use “CBS” in the corporate names of the Company and our subsidiaries to December 31, 2014, and have the right to use the “CBS” mark and logo on our advertising displays to March 31, 2016. On October 20, 2014, we announced the re-branding of the Company to “OUTFRONT media.” Our common stock will begin trading on the New York Stock Exchange under the symbol “OUT,” and our legal name will change, effective November 20, 2014.

Prior to the incurrence of indebtedness on January 31, 2014, intercompany transactions between CBS and us were considered to be effectively settled in cash in the financial statements. The net effect of the settlement of these intercompany transactions, in addition to cash transfers to and from CBS, are reflected in Net cash contribution from (distribution to) CBS on the Condensed Consolidated Statements of Cash Flows and Net contribution from (distribution to) CBS on the Consolidated Statements of Invested Equity/Stockholders’ Equity. The amounts on these financial statement line items differ due to non-cash transactions, such as stock-based compensation expense.

For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $14.5 million, of which $7.7 million was before the Separation, for the nine months ended September 30, 2014, and $12.3 million for the same prior-year period.

On July 16, 2014, CBS completed the Separation and as a result of this transaction, CBS and their affiliates ceased to be related parties.

Other Related Parties

Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. On July 16, 2014, CBS completed the Separation and as a result of this transaction, Viacom Inc. ceased to be a related party. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $6.0 million, of which $4.3 million was before the Separation, for the nine months ended September 30, 2014, and $5.6 million for the same prior-year period.

We have a 50% ownership interest in two joint ventures that operate transit shelters in Los Angeles and Vancouver. These ventures are accounted for as equity investments. These investments totaled $22.6 million as of September 30, 2014, and $24.1 million as of December 31, 2013, and are included in Other assets on the Consolidated Statements of Financial Position. We provide sales and management services to these joint ventures.

RELATED PARTY TRANSACTIONS

CBS Corporation.  The Company is indirectly wholly owned by CBS. CBS provides the Company with certain services, such as insurance and support for technology systems, and also provides benefits to the Company’s employees, including certain postemployment benefits, medical, dental, life and disability insurance and participation in a 401(k) savings plan. Charges for these services and benefits are reflected in the combined consolidated financial statements based on the specific identification of costs, assets and liabilities. These financial statements also include allocations of centralized corporate expenses from CBS for services, such as tax, internal audit, cash management and other services. These expenses were determined based on various allocation methods, including factors such as headcount, time and effort spent on matters relating to the Company, and the number of CBS operating entities benefiting from such services. Charges for these services and benefits have been included in selling, general and administrative expenses in the accompanying Combined Consolidated Statements of Operations and totaled $60.9 million, $47.7 million and $46.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. For 2013, these charges also included professional fees associated with matters related to the Company’s election and qualification to be taxed as a REIT and costs related to the Company’s preparation to operate as a stand-alone public company. Management believes that the assumptions and estimates used to allocate these expenses are reasonable. However, the Company’s expenses as a stand-alone company may be different from those reflected in the Combined Consolidated Statements of Operations.

Prior to the Formation Borrowings in January 2014, the Company participated in CBS’s centralized cash management system. Under this system, on a daily basis, any excess cash the Company generated was automatically transferred to CBS and any additional daily cash flow needs were funded by CBS. In conjunction therewith, the intercompany transactions between the Company and CBS have been considered to be effectively settled in cash in these financial statements. The net effect of the settlement of these intercompany transactions, in addition to cash transfers to and from CBS, are reflected in “Net cash distribution to CBS” on the Combined Consolidated Statements of Cash Flows and “Net distribution to CBS” on the Combined Consolidated Statements of Invested Equity. The amounts on these financial statement line items differ due to noncash transactions, such as stock-based compensation expense. On January 31, 2014, at the time of the Formation Borrowings, (See Note 14) the Company’s participation in CBS’s centralized cash management system ceased.

CBS manages its long-term debt obligations based on the needs of its entire portfolio of businesses. Long-term debt of CBS and related interest expense are not allocated to the Company as none of CBS’s debt is directly attributable to the Company.

For advertising spending placed by CBS and its subsidiaries, the Company recognized total revenues of $14.9 million, $16.6 million and $20.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Other Related Parties.  The Company has a 50% ownership interest in two joint ventures that operate transit shelters in Los Angeles and Vancouver. These ventures are accounted for as equity investments. At December 31, 2013 and 2012, these investments totaled $24.1 million and $11.3 million, respectively, and are included in “Other assets” on the Combined Consolidated Balance Sheets. The Company provides management services to these joint ventures. Management fees earned from these joint ventures were immaterial for all periods presented.

In 2013, the Company sold 50% of its transit shelter operations in Los Angeles for $17.5 million. The Company and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture that the Company and buyer own together. This transaction resulted in a gain of $17.5 million in 2013.

Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $9.3 million, $9.4 million and $11.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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Accumulated Other Comprehensive Income Narrative (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income [Abstract]
Tax benefit (expense) related to actuarial gain (loss) included in other comprehensive income (loss)	$ (3.3)	$ 0.3	$ 2.9

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Retirement Benefits - Schedule of Net Benefit Costs (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended				12 Months Ended
	Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Compensation and Retirement Disclosure [Abstract]
Service cost	$ 1.1		$ 1.3		$ 1.7	$ 1.5	$ 1.3
Interest cost	1.9		1.5		2.0	2.2	2.2
Expected return on plan assets	(2.1)		(1.8)		(2.4)	(2.1)	(2.2)
Amortization of actuarial losses	0.3	[1]	0.8	[1]	1.0	0.9	0.4
Net periodic benefit cost	$ 1.2		$ 1.8		$ 2.3	$ 2.5	$ 1.7

[1] Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

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Restructuring Charges (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								9 Months Ended				12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Restructuring Cost and Reserve [Line Items]
Stock-based compensation	$ 1.7	$ 2.6	$ 1.6	$ 1.6	$ 1.4	$ 1.5	$ 1.5	$ 1.3	$ 10.9		$ 5.8		$ 7.5	[1]	$ 5.7	[1]	$ 5.0	[1]
Restructuring reserve	0				1.1				2.5				0		1.1
Restructuring charges					0.1	1.9	0.5	0	6.2	[2]	0	[2]	0		2.5		3.0
Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Stock-based compensation									$ 3.5	[2]

[1] (a)Stock-based compensation is classified as a Corporate expense.

[2] Restructuring charges (including stock-based compensation of $3.5 million), costs related to the Acquisition and stock-based compensation are classified as Corporate expense.

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Condensed Consolidating Financial Statements Narrative (Details) (Parent Company)	Sep. 30, 2014	Dec. 31, 2013
Subsequent Event [Line Items]
Equity Method Investment, Ownership Percentage	100.00%
Subsequent Event
Subsequent Event [Line Items]
Equity Method Investment, Ownership Percentage		100.00%

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Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ (75.1)	$ (66.0)	$ (66.0)		$ (75.6)	$ (58.1)
Other comprehensive income before reclassifications	(3.1)	(12.3)	(9.7)
Amortization of actuarial losses reclassified to net income	0.2	0.4	0.6	[1]
Deferred tax rate adjustment	(1.2)	0
Total other comprehensive income (loss), net of tax	(4.1)	(11.9)	(9.1)		9.6	(17.5)
Ending balance	(79.2)	(77.9)	(75.1)		(66.0)	(75.6)
Cumulative Translation Adjustments
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(69.2)	(54.3)	(54.3)		(65.3)	(51.0)
Other comprehensive income before reclassifications	(3.1)	(12.3)	(14.9)
Amortization of actuarial losses reclassified to net income	0	0	0	[1]
Deferred tax rate adjustment	0
Total other comprehensive income (loss), net of tax	(3.1)	(12.3)	(14.9)		11.0	(14.3)
Ending balance	(72.3)	(66.6)	(69.2)		(54.3)	(65.3)
Net Actuarial Gain (Loss)
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(5.9)	(11.7)	(11.7)		(10.3)	(7.1)
Other comprehensive income before reclassifications	0	0	5.2
Amortization of actuarial losses reclassified to net income	0.2	0.4	0.6	[1]
Deferred tax rate adjustment	(1.2)
Total other comprehensive income (loss), net of tax	(1.0)	0.4	5.8		(1.4)	(3.2)
Ending balance	$ (6.9)	$ (11.3)	$ (5.9)		$ (11.7)	$ (10.3)

[1] See Note 11 for additional details of items reclassified from accumulated other comprehensive income to net income.

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Commitment and Contingencies Schedule of Future Minimum Lease Payments, Operating Lease (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Other Commitments [Line Items]
Operating Leases, Future Minimum Payments Due, Next Twelve Months	$ 89.7
Operating Leases, Future Minimum Payments, Due in Two Years	84.2
Operating Leases, Future Minimum Payments, Due in Three Years	73.0
Operating Leases, Future Minimum Payments, Due in Four Years	59.8
Operating Leases, Future Minimum Payments, Due in Five Years	51.8
Operating Leases, Future Minimum Payments, Due Thereafter	315.5
Operating Leases, Future Minimum Payments Due	674.0
Guaranteed Minimum Franchise Payments [Member]
Other Commitments [Line Items]
Other Commitment, Due in Next Twelve Months	150.8
Other Commitment, Due in Second Year	97.2
Other Commitment, Due in Third Year	22.7
Other Commitment, Due in Fourth Year	14.7
Other Commitment, Due in Fifth Year	7.2
Other Commitment, Due after Fifth Year	38.7
Other Commitment	$ 331.3

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Property and Equipment (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property and Equipment

The table below presents the balances of major classes of assets and accumulated depreciation.

		As of
(in millions)	Estimated Useful Lives	September 30, 2014		December 31, 2013
Land		$	88.4	$	88.6
Building and improvements	20 to 40 years	47.5		45.0
Advertising structures	5 to 20 years	1,662.4		1,662.3
Furniture, equipment and other	3 to 10 years	76.1		77.2
Construction in progress		15.7		18.9
		1,890.1		1,892.0
Less: accumulated depreciation		1,185.7		1,136.6
Property and equipment, net		$	704.4	$	755.4

Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Buildings and improvements	20 to 40 years
Advertising structures	5 to 20 years
Furniture, equipment and other	3 to 10 years

The table below presents the balances of major classes of assets and accumulated depreciation.

At December 31,	2013		2012
Land	$	88.6	$	87.8
Buildings and improvements	45.0		45.7
Advertising structures	1,662.3		1,655.9
Furniture, equipment and other	77.2		76.3
Construction in progress	18.9		13.5
	1,892.0		1,879.2
Less accumulated depreciation	1,136.6		1,071.3
Property and equipment, net	$	755.4	$	807.9

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Initial Public Offering - Narrative (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended		9 Months Ended
	Apr. 02, 2014	Jan. 15, 2014	Sep. 30, 2014	Sep. 30, 2013
Capital Unit [Line Items]
Proceeds from IPO	$ 615.0		$ 615.0	$ 0
Stock Issued During Period, Shares, New Issues		100
Distribution of IPO proceeds to CBS			2,038.8	0
Proceeds from Initial Public Offering Held for Payment Upon Election of REIT Status	100.0
Common Stock
Capital Unit [Line Items]
Stock Issued During Period, Shares, New Issues	23,000,000
Shares Issued, Price Per Share	$ 28
Shares Sold to Underwriter as Part of Total IPO | Common Stock
Capital Unit [Line Items]
Stock Issued During Period, Shares, New Issues	3,000,000
IPO Proceeds
Capital Unit [Line Items]
Distribution of IPO proceeds to CBS	$ 515.0

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Stock-Based Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

On March 18, 2014, our board of directors approved the Omnibus Stock Incentive Plan (the “Stock Plan”) and reserved 8,000,000 shares of our common stock for stock-based awards. Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock (the “Outfront Options”), stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under our Stock Plan.

RSUs and PRSUs accrue dividend equivalents in amounts equal to the regular cash dividends paid on our common stock and will be paid in either cash or stock. Accrued dividend equivalents payable in stock shall convert to shares of our common stock on the date of vesting.

The Stock Plan also provides for the treatment of awards held by our employees that were originally granted under various CBS stock plans. Prior to our IPO, certain of our employees were granted awards of RSUs, PRSUs and stock options for CBS Class B common stock under the CBS equity incentive plans. At the time of the IPO, substantially all outstanding RSUs and PRSUs for CBS Class B common stock (the “CBS RSUs”) were converted into RSUs and PRSUs for our common stock (the “Outfront RSUs”) under the Stock Plan.

Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three- to four-year service period. For PRSU awards, the number of shares an employee earns may range from 0% to 120% based on the outcome of a one year performance condition. Compensation expense is recorded based on the probable outcome of the performance condition. On an annual basis, the board of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met. Forfeitures of RSUs are estimated on the date of grant based on historical forfeiture rates. On an annual basis, adjustments are made to compensation expense based on actual forfeitures and the forfeiture rates are revised as necessary.

The following table summarizes our stock-based compensation expense for the nine months ended September 30, 2014 and 2013.

	Nine Months Ended
	September 30,
(in millions)	2014			2013
RSUs and PRSUs	$	9.0		$	5.4
Stock options	1.9			0.4
Stock-based compensation expense, before income taxes	10.9			5.8
Tax benefit	(2.8		)	(2.4		)
Stock-based compensation expense, net of tax	$	8.1		$	3.4

As of September 30, 2014, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $20.6 million, which is expected to be recognized over a weighted average period of 2.9 years, and total unrecognized compensation cost related to non-vested stock options was $0.9 million, which is expected to be recognized over a weighted average period of 2.6 years.

RSUs and PRSUs

On March 27, 2014, 256,172 non-vested CBS RSUs held by our employees were converted into 561,021 non-vested Outfront RSUs. The number of RSUs was converted at a ratio of approximately 2.2 to 1.0 to preserve the fair value of the awards both before and after conversion.

The following table summarizes the activity of the RSUs and PRSUs issued to our employees.

	CBS RSUs				Outfront RSUs
	Activity		Weighted Average Per Share Grant Date Fair Market Value		Activity		Weighted Average Per Share Grant Date Fair Market Value		RSU and PRSU Dividend Equivalents
Non-vested as of December 31, 2013	472,490		$	32.09
Employee transfers and grants	11,875		34.66
Vested	(157,723	)	22.51
Forfeited	(2,909	)	37.67
Non-vested before conversion	323,733		36.80
CBS RSUs converted to Outfront RSUs	(256,172	)	37.77
Non-vested Outfront RSUs converted from CBS RSUs					561,021		$	17.24
Non-vested CBS RSUs not converted to Outfront RSUs(a)	67,561		33.16
Granted:
RSUs					478,311		29.59
PRSUs					168,468		29.70
Dividend equivalents									10,032
Vested:
RSUs	(67,561	)	33.16		(5,848	)	25.91
PRSUs					(6,955	)	25.88
Forfeitures:
RSUs					(27,965	)	24.39
PRSUs					(15,289	)	26.39
Dividend equivalents									(2	)
Non-vested as of September 30, 2014	—		—		1,151,743		23.78		10,030

(a) Reflects CBS RSUs which vested in April 2014.

Stock Options

On July 16, 2014, 219,741 outstanding CBS stock options held by our active employees were converted into 409,207 Outfront Options. Vested outstanding CBS stock options held by former employees of the Company were not converted into Outfront Options. The CBS stock options were converted at a ratio of approximately 1.9 to 1.0 to preserve the intrinsic value of the award at the time of conversion.

The following table summarizes the activity of CBS’ stock options issued to our employees.

	CBS Stock Options		CBS Weighted Average Exercise Price		Outfront Stock Options		Outfront Weighted Average Exercise Price
Outstanding as of December 31, 2013	399,581		$	29.30
Exercised	(123,260	)	22.04
Forfeited or expired	(38,523	)	30.75
CBS stock options converted to Outfront stock options	(219,741	)	33.27
Outstanding Outfront stock options converted from CBS stock options					409,207		$	17.87
Exercised					(2,426	)	14.71
Forfeited or expired					(16,170	)	23.08
Outstanding as of September 30, 2014	18,057		27.38		390,611		17.67
Exercisable as of September 30, 2014	18,057		27.38		166,234		12.29

STOCK-BASED COMPENSATION

Certain of the Company’s employees were granted awards of RSUs and stock options for CBS Class B Common Stock under the CBS equity incentive plans. These awards include an annual grant to certain management employees as well as annual grants under the CBS Fund the Future Program to substantially all of the Company’s U.S. employees. At the time of the Offering, outstanding RSUs for CBS Class B Common Stock held by the Company’s employees will be converted into RSUs for shares of the Company. The fair value of the converted RSUs will equal the fair value of the RSU awards for CBS common stock at the time of conversion.

The following table summarizes the Company’s stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011.

Year Ended December 31,	2013			2012			2011
RSUs	$	6.8		$	5.2		$	4.7
Stock options	0.7			0.5			0.3
Stock-based compensation expense, before income taxes	7.5			5.7			5.0
Tax benefit	(3.0		)	(2.3		)	(2.0		)
Stock-based compensation expense, net of tax	$	4.5		$	3.4		$	3.0

RSUs

Compensation expense for RSUs is determined based upon the market price of the CBS shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three- to four-year service period. For certain RSU awards the number of shares an employee earns is based on the outcome of performance conditions. Compensation expense is recorded based on the probable outcome of the performance condition. Forfeitures for RSUs are estimated on the date of grant based on historical forfeiture rates. On an annual basis, adjustments are made to compensation expense based on actual forfeitures and the forfeiture rates are revised as necessary.

The total fair value of RSUs that vested during 2013, 2012 and 2011 was $16.4 million, $11.4 million and $10.1 million, respectively. Total unrecognized compensation cost related to non-vested RSUs at December 31, 2013 was $9.7 million, which is expected to be recognized over a weighted average period of 2.3 years.

The following table summarizes the activity of CBS’s RSUs issued to employees of the Company.

	RSUs		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2012	665,282		$	19.65
Granted	190,484		$	47.26
Vested	(366,273	)	$	17.43
Forfeited	(17,003	)	$	31.06
Non-vested at December 31, 2013	472,490		$	32.09

Stock Options

Stock options vest over a four-year service period and expire eight years from the date of grant. Forfeitures are estimated on the date of grant based on historical forfeiture rates. On an annual basis, adjustments are made to compensation expense based on actual forfeitures and the forfeiture rates are revised as necessary.

The weighted average fair value of stock options as of the grant date was $14.04, $8.83 and $7.59 in 2013, 2012 and 2011, respectively. Compensation expense for stock options is determined based on the grant date fair value of the award using the Black-Scholes options-pricing model with the following weighted average assumptions:

	2013		2012		2011
Expected dividend yield	1.38	%	2.00	%	2.00	%
Expected stock price volatility	35.00	%	40.20	%	41.16	%
Risk-free interest rate	1.20	%	1.01	%	2.34	%
Expected term of options (years)	5.00		5.02		5.06

The expected stock price volatility is determined using a weighted average of historical volatility for CBS Class B Common Stock and implied volatility of publicly traded options to purchase CBS Class B Common Stock. Given the existence of an actively traded market for CBS options, the Company was able to derive implied volatility using publicly traded options to purchase CBS Class B Common Stock that were trading near the grant date of the employee stock options at a similar exercise price and a remaining term of greater than one year.

The risk-free interest rate is based on a U.S. Treasury rate in effect on the date of grant with a term equal to the expected life. The expected term is determined based on historical employee exercise and post-vesting termination behavior. The expected dividend yield represents the future expectation of the dividend yield based on current rates and historical patterns of dividend changes.

Total unrecognized compensation cost related to non-vested stock option awards at December 31, 2013 was $1.7 million, which is expected to be recognized over a weighted average period of 3.0 years.

The following table summarizes the Company’s stock option activity under the CBS equity incentive plans.

	Stock Options		Weighted Average Exercise Price
Outstanding at December 31, 2012	584,494		$	22.01
Granted	101,611		$	49.64
Exercised	(213,102	)	$	18.88
Forfeited or Expired	(73,422	)	$	29.69
Outstanding at December 31, 2013	399,581		$	29.30
Exercisable at December 31, 2013	184,215		$	21.41

The following table summarizes other information relating to stock option exercises during the years ended December 31, 2013, 2012 and 2011.

Year Ended December 31,	2013		2012		2011
Cash paid to CBS by employees of the Company for stock option exercises	$	4.0	$	6.5	$	0.8
Tax benefit of stock option exercises	$	2.5	$	0.8	$	0.9
Intrinsic value of stock option exercises	$	6.1	$	1.9	$	2.1

The following table summarizes information concerning outstanding and exercisable stock options to purchase CBS Class B Common Stock under the CBS equity incentive plans at December 31, 2013.

	Outstanding				Exercisable
Range of Exercise Price	Number of Options	Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
$5 to 9.99	47,081	3.15	$	5.20	47,081	$	5.20
$10 to 19.99	42,036	4.16	$	13.43	16,179	$	13.43
$20 to 29.99	154,985	4.22	$	26.99	67,087	$	27.00
$30 to 39.99	53,868	0.18	$	31.03	53,868	$	31.03
$40 to 49.99	53,592	7.12	$	43.21	—	$	—
$50 to 59.99	48,019	7.72	$	56.81	—	$	—
	399,581				184,215

Stock options outstanding at December 31, 2013 have a weighted average remaining contractual life of 4.35 years and the total intrinsic value for “in-the-money” options, based on the closing stock price of CBS Class B Common Stock of $63.74, was $13.8 million. Stock options exercisable at December 31, 2013 have a weighted average remaining contractual life of 2.03 years and the total intrinsic value for “in-the-money” exercisable options was $7.8 million.

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Segment Information

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Information

Segment Information

The following tables set forth our financial performance by segment. We manage our operations through two segments—U.S. and International.

	Nine Months Ended
	September 30,
(in millions)	2014		2013
Revenues:
U.S.	$	842.4	$	827.6
International	116.4		122.5
Total revenues	$	958.8	$	950.1

We present Operating income (loss) before Depreciation, Amortization, Net gain (loss) on dispositions,Stock-based compensation,Restructuring charges and Acquisition costs (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments in accordance with FASB guidance for segment reporting.

	Nine Months Ended
	September 30,
(in millions)	2014			2013
Net income	$	279.1		$	93.5
(Benefit) provision for income taxes	(202.9		)	70.5
Equity in earnings of investee companies, net of tax	(1.4		)	(1.9		)
Interest expense (income), net	57.3			—
Other (income) expense, net	0.5			—
Operating income	132.6			162.1
Restructuring charges(a)	6.2			—
Acquisition costs(a)	1.4			—
Net gain on dispositions	(1.4		)	(9.8		)
Depreciation and amortization	146.6			146.5
Stock-based compensation(a)	7.4			5.8
Total Adjusted OIBDA	$	292.8		$	304.6
Adjusted OIBDA:
U.S.	$	293.0		$	300.2
International	16.9			20.0
Corporate	(17.1		)	(15.6		)
Total Adjusted OIBDA	$	292.8		$	304.6

(a) Restructuring charges (including stock-based compensation of $3.5 million), costs related to the Acquisition and stock-based compensation are classified as Corporate expense.

	Nine Months Ended
	September 30,
(in millions)	2014			2013
Operating income (loss):
U.S.	$	168.5		$	185.4
International	(3.8		)	(1.9		)
Corporate	(32.1		)	(21.4		)
Total operating income	$	132.6		$	162.1
Net (gain) loss on dispositions:
U.S.	$	(1.3	)	$	(10.0	)
International	(0.1		)	0.2
Total gain on dispositions	$	(1.4	)	$	(9.8	)
Depreciation and amortization:
U.S.	$	125.8		$	124.8
International	20.8			21.7
Total depreciation and amortization	$	146.6		$	146.5
Capital expenditures:
U.S.	$	37.4		$	37.1
International	6.2			4.4
Total capital expenditures	$	43.6		$	41.5

	As of
(in millions)	September 30, 2014		December 31, 2013
Assets:
U.S.	$	2,967.0	$	3,027.6
International	297.3		327.9
Corporate	258.5		—
Total assets	$	3,522.8	$	3,355.5

SEGMENT INFORMATION

The following tables set forth the Company’s financial performance by segment. The Company manages its operations through two segments—United States and International.

Year Ended December 31,	2013		2012		2011
Revenues:
United States	$	1,130.1	$	1,098.6	$	1,051.5
International	163.9		186.0		225.6
Total revenues	$	1,294.0	$	1,284.6	$	1,277.1

The Company presents operating income (loss) before depreciation and amortization (“OIBDA”), net gain (loss) on dispositions, stock-based compensation and restructuring charges (“Adjusted OIBDA”) as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. The Company believes the presentation of Adjusted OIBDA is relevant and useful for users because it allows users to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance.

Year Ended December 31,	2013			2012			2011
Adjusted OIBDA:
United States	$	406.4		$	385.4		$	364.7
International	29.1			30.5			57.2
Corporate	(20.7		)	(7.5		)	(7.6		)
Total Adjusted OIBDA	414.8			408.4			414.3
Restructuring charges	—			(2.5		)	(3.0		)
Net gain (loss) on dispositions	27.3			(2.2		)	(2.0		)
Depreciation	(104.5		)	(105.9		)	(109.0		)
Amortization	(91.3		)	(90.9		)	(102.9		)
Stock-based compensation(a)	(7.5		)	(5.7		)	(5.0		)
Operating income	238.8			201.2			192.4
Other income (expense), net	(1.2		)	(1.0		)	0.8
Income before income taxes and equity in earnings of investee companies	237.6			200.2			193.2
Provision for income taxes	(96.6		)	(89.0		)	(87.8		)
Equity in earnings of investee companies, net of tax	2.5			2.2			1.7
Net income	$	143.5		$	113.4		$	107.1

(a) Stock-based compensation is classified as a Corporate expense.

Year Ended December 31,	2013			2012			2011
Operating income (loss):
United States	$	267.1		$	216.4		$	192.2
International	(0.1		)	(2.0		)	12.8
Corporate	(28.2		)	(13.2		)	(12.6		)
Total operating income	$	238.8		$	201.2		$	192.4

Year Ended December 31,	2013		2012		2011
Depreciation and amortization:
United States	$	166.8	$	165.6	$	168.2
International	29.0		31.2		43.7
Total depreciation and amortization	$	195.8	$	196.8	$	211.9

Year Ended December 31,	2013		2012		2011
Capital expenditures:
United States	$	54.1	$	42.5	$	36.8
International	6.8		5.7		6.8
Total capital expenditures	$	60.9	$	48.2	$	43.6

At December 31,	2013		2012
Assets:
United States	$	3,027.6	$	3,114.4
International	327.9		350.5
Total assets	$	3,355.5	$	3,464.9

Year Ended December 31,	2013		2012		2011
Revenues: (a)
United States	$	1,130.1	$	1,098.6	$	1,051.5
Canada	84.7		99.2		138.1
Latin America	79.2		86.8		87.5
Total revenues	$	1,294.0	$	1,284.6	$	1,277.1

(a) Revenues classifications are based on customers’ locations.

At December 31,	2013		2012
Long-lived assets: (a)
United States	$	2,768.5	$	2,782.7
Canada	138.1		193.7
Latin America	107.6		159.3
Total long-lived assets	$	3,014.2	$	3,135.7

(a) Reflects total assets less current assets, investments and noncurrent deferred tax assets.

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Segment Information - Reconciliation of Assets from Segment to Consolidated (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Assets	$ 3,522.8	$ 3,355.5	$ 3,464.9
UNITED STATES
Segment Reporting Information [Line Items]
Assets	2,967.0	3,027.6	3,114.4
International
Segment Reporting Information [Line Items]
Assets	297.3	327.9	350.5
Corporate
Segment Reporting Information [Line Items]
Assets	$ 258.5	$ 0

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Summary of Significant Accounting Policies Property, Plant and Equipment (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Building and Improvements | Minimum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years	20 years
Building and Improvements | Maximum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years	40 years
Advertising Structures | Minimum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years	5 years
Advertising Structures | Maximum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years	20 years
Furniture, Equipment and Other | Minimum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years	3 years
Furniture, Equipment and Other | Maximum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years	10 years

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Condensed Consolidating Financial Statements Condensed Cash Flow Statements (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by operating activities	$ 184.5	$ 178.7	$ 281.1	$ 305.9	$ 340.1
Net cash flow used for investing activities	(41.3)	(41.1)	(43.7)	(48.1)	(50.7)
Proceeds from IPO	615.0	0
Proceeds from long-term debt borrowings	1,598.0	0
Deferred financing fees	(24.8)	0
Distribution of debt and IPO proceeds to CBS	(2,038.8)	0
Excess tax benefit from stock-based compensation	0	5.5	5.8	2.9	2.3
Net cash contribution from (distribution to) CBS	39.8	(138.6)	(232.6)	(279.7)	(269.4)
Other			(0.2)	(0.2)	(0.2)
Dividends	(88.8)	0
Intercompany	0
Net cash flow provided by (used for) financing activities	100.4	(133.1)	(227.0)	(277.0)	(267.3)
Effect of exchange rate changes on cash and cash equivalents	(1.2)	(0.6)	(0.8)	1.8	(3.5)
Net increase in cash and cash equivalents	242.4	3.9	9.6	(17.4)	18.6
Cash and cash equivalents at beginning of period	29.8	20.2	20.2	37.6	19.0
Cash and cash equivalents at end of period	272.2	24.1	29.8	20.2	37.6
Parent Company
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by operating activities	(0.9)	0	0	0	0
Net cash flow used for investing activities	0	0	0	0	0
Proceeds from IPO	615.0
Proceeds from long-term debt borrowings	0
Deferred financing fees	0
Distribution of debt and IPO proceeds to CBS	(515.0)
Excess tax benefit from stock-based compensation		0	0	0	0
Net cash contribution from (distribution to) CBS	0	0	0	0	0
Other			0	0	0
Dividends	(88.8)
Intercompany	(10.3)
Net cash flow provided by (used for) financing activities	0.9	0	0	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0	0	0	0
Net increase in cash and cash equivalents	0	0	0	0	0
Cash and cash equivalents at beginning of period	0	0	0	0	0
Cash and cash equivalents at end of period	0	0	0	0	0
Subsidiary Issuers
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by operating activities	(25.6)	0	0	0	0
Net cash flow used for investing activities	0	0	0	0	0
Proceeds from IPO	0
Proceeds from long-term debt borrowings	1,598.0
Deferred financing fees	(24.8)
Distribution of debt and IPO proceeds to CBS	(1,523.8)
Excess tax benefit from stock-based compensation		0	0	0	0
Net cash contribution from (distribution to) CBS	0	0	0	0	0
Other			0	0	0
Dividends	0
Intercompany	206.2
Net cash flow provided by (used for) financing activities	255.6	0	0	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0	0	0	0
Net increase in cash and cash equivalents	230.0	0	0	0	0
Cash and cash equivalents at beginning of period	0	0	0	0	0
Cash and cash equivalents at end of period	230.0	0	0	0	0
Guarantor Subsidiaries
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by operating activities	213.9	175.0	268.2	277.3	284.3
Net cash flow used for investing activities	(35.3)	(37.2)	(37.0)	(42.5)	(43.4)
Proceeds from IPO	0
Proceeds from long-term debt borrowings	0
Deferred financing fees	0
Distribution of debt and IPO proceeds to CBS	0
Excess tax benefit from stock-based compensation		5.5	5.8	2.9	2.3
Net cash contribution from (distribution to) CBS	39.8	(143.3)	(244.4)	(238.2)	(235.3)
Other			0	0	0
Dividends	0
Intercompany	(197.0)
Net cash flow provided by (used for) financing activities	(157.2)	(137.8)	(238.6)	(235.3)	(233.0)
Effect of exchange rate changes on cash and cash equivalents	0	0	0	0	0
Net increase in cash and cash equivalents	21.4	0	(7.4)	(0.5)	7.9
Cash and cash equivalents at beginning of period	2.1	9.5	9.5	10.0	2.1
Cash and cash equivalents at end of period	23.5	9.5	2.1	9.5	10.0
Non-Guarantor Subsidiaries
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by operating activities	(2.9)	3.7	12.9	28.6	55.8
Net cash flow used for investing activities	(6.0)	(3.9)	(6.7)	(5.6)	(7.3)
Proceeds from IPO	0
Proceeds from long-term debt borrowings	0
Deferred financing fees	0
Distribution of debt and IPO proceeds to CBS	0
Excess tax benefit from stock-based compensation		0	0	0	0
Net cash contribution from (distribution to) CBS	0	4.7	11.8	(41.5)	(34.1)
Other			(0.2)	(0.2)	(0.2)
Dividends	0
Intercompany	1.1
Net cash flow provided by (used for) financing activities	1.1	4.7	11.6	(41.7)	(34.3)
Effect of exchange rate changes on cash and cash equivalents	(1.2)	(0.6)	(0.8)	1.8	(3.5)
Net increase in cash and cash equivalents	(9.0)	3.9	17.0	(16.9)	10.7
Cash and cash equivalents at beginning of period	27.7	10.7	10.7	27.6	16.9
Cash and cash equivalents at end of period	18.7	14.6	27.7	10.7	27.6
Eliminations
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by operating activities	0	0	0	0	0
Net cash flow used for investing activities	0	0	0	0	0
Proceeds from IPO	0
Proceeds from long-term debt borrowings	0
Deferred financing fees	0
Distribution of debt and IPO proceeds to CBS	0
Excess tax benefit from stock-based compensation		0	0	0	0
Net cash contribution from (distribution to) CBS	0	0	0	0	0
Other			0	0	0
Dividends	0
Intercompany	0
Net cash flow provided by (used for) financing activities	0	0	0	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0	0	0	0
Net increase in cash and cash equivalents	0	0	0	0	0
Cash and cash equivalents at beginning of period	0	0	0	0	0
Cash and cash equivalents at end of period	$ 0	$ 0	$ 0	$ 0	$ 0

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Retirement Benefits (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Schedule of Change in Benefit Obligation

The following table sets forth the change in benefit obligation for the Company’s pension plans.

	2013			2012
Change in benefit obligation:
Benefit obligation, beginning of year	$	52.7		$	46.8
Service cost	1.7			1.5
Interest cost	2.0			2.2
Actuarial (gain) loss	(5.1		)	2.7
Benefits paid	(1.6		)	(2.2		)
Cumulative translation adjustments	(3.7		)	1.7
Benefit obligation, end of year	$	46.0		$	52.7

Schedule of Changes in Fair Value of Plan Assets

The following table sets forth the change in plan assets for the Company’s pension plans.

	2013			2012
Change in plan assets:
Fair value of plan assets, beginning of year	$	40.1		$	34.2
Actual return on plan assets	4.5			2.8
Employer contributions	3.8			4.1
Benefits paid	(1.6		)	(2.2		)
Cumulative translation adjustments	(3.1		)	1.2
Fair value of plan assets, end of year	$	43.7		$	40.1

Schedule of Net Funded Status

The funded status of pension benefit obligations and the related amounts recognized on the Combined Consolidated Balance Sheets were as follows:

At December 31,	2013			2012
Funded status, end of year	$	(2.3	)	$	(12.6	)
Amounts recognized on Combined Consolidated Balance Sheets:
Other noncurrent liabilities	$	(2.3	)	$	(12.6	)
Net amounts recognized	$	(2.3	)	$	(12.6	)

Schedule of Net Periodic Benefit Cost Not yet Recognized

The following amounts were recognized in accumulated other comprehensive loss on the Combined Consolidated Balance Sheets.

At December 31,	2013			2012
Net actuarial loss	$	(10.2	)	$	(19.3	)
Deferred income taxes	4.3			7.6
Net amount recognized in accumulated other comprehensive loss	$	(5.9	)	$	(11.7	)

Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets

The information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below.

At December 31,	2013		2012
Projected benefit obligation	$	2.0	$	52.7
Accumulated benefit obligation	$	1.9	$	46.5
Fair value of plan assets	$	1.8	$	40.1

Schedule of Net Benefit Costs

The following table presents the components of net periodic pension cost and amounts recognized in other comprehensive income (loss) for our pension plans:

	Nine Months Ended
	September 30,
(in millions)	2014			2013
Components of net periodic pension cost:
Service cost	$	1.1		$	1.3
Interest cost	1.9			1.5
Expected return on plan assets	(2.1		)	(1.8		)
Amortization of actuarial losses(a)	0.3			0.8
Net periodic pension cost	$	1.2		$	1.8

(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

The following tables present the components of net periodic pension cost and amounts recognized in other comprehensive income (loss).

Year Ended December 31,	2013			2012			2011
Components of net periodic pension cost:
Service cost	$	1.7		$	1.5		$	1.3
Interest cost	2.0			2.2			2.2
Expected return on plan assets	(2.4		)	(2.1		)	(2.2		)
Amortization of actuarial losses	1.0			0.9			0.4
Net periodic pension cost	$	2.3		$	2.5		$	1.7

Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss)

Year Ended December 31,	2013
Other comprehensive income (loss):
Actuarial gains	$	7.2
Amortization of actuarial losses (a)	1.0
Cumulative translation adjustments	0.9
	9.1
Deferred income taxes	(3.3		)
Recognized in other comprehensive loss, net of tax	$	5.8

(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

Schedule of Assumptions Used

Estimated net actuarial losses related to the defined benefit pension plans of approximately $.4 million, will be amortized from accumulated other comprehensive loss into net periodic pension costs in 2014.

	2013		2012
Weighted average assumptions used to determine benefit obligations at December 31:
Discount rate	5.0	%	4.0	%
Rate of compensation increase	3.0	%	3.0	%
Weighted average assumptions used to determine net periodic cost for the year ended December 31:
Discount rate	4.0	%	4.5	%
Expected long-term return on plan assets	6.0	%	6.2	%
Rate of compensation increase	3.0	%	3.0	%

Schedule of Allocation of Plan Assets

The following tables set forth the Company’s pension plan assets measured at fair value on a recurring basis at December 31, 2013 and 2012. These assets have been categorized according to the three-level fair value hierarchy established by the FASB which prioritizes the inputs used in measuring fair value. Level 1 is based on quoted prices for the asset in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset in inactive markets or quoted prices for similar assets. Level 3 is based on unobservable inputs that market participants would use in pricing the asset.

At December 31, 2013	Level 1		Level 2		Level 3		Total
Cash and cash equivalents (a)	$	—	$	2.6	$	—	$	2.6
Fixed income securities:
Government related securities	1.4		6.3		—		7.7
Corporate bonds (b)	—		9.6		—		9.6
Equity securities: (c)
U.S. equity	4.9		2.6		—		7.5
International equity	—		16.2		—		16.2
Other	—		0.1		—		0.1
Total assets	$	6.3	$	37.4	$	—	$	43.7

At December 31, 2012	Level 1		Level 2		Level 3		Total
Cash and cash equivalents (a)	$	0.1	$	1.9	$	—	$	2.0
Fixed income securities:
Government related securities	2.1		6.8		—		8.9
Corporate bonds (b)	—		9.1		—		9.1
Equity securities: (c)
U.S. equity	3.8		2.0		—		5.8
International equity	—		14.2		—		14.2
Other	—		0.1		—		0.1
Total assets	$	6.0	$	34.1	$	—	$	40.1

(a) Assets categorized as Level 2 reflect investments in money market funds.

(b) Securities of diverse industries, substantially all investment grade.

(c) Assets categorized as Level 2 reflect investments in common collective funds.

Schedule of Expected Benefit Payments

The estimated future benefit payments for pension plans are as follows:

2014	2015	2016	2017	2018	2019-2023
$1.3	$1.3	$1.4	$1.5	$1.7	$13.1

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III - Schedule of Real Estate and Accumulated Depreciation (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Gross carrying amount at the end of the year	$ 1,662.3	$ 1,655.9	$ 1,627.1
Accumulated Depreciation	(1,052.7)	(990.0)	(911.0)
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at the beginning of the year	1,655.9	1,627.1	1,607.3
Additions for construction of / improvements to structures	50.6	47.0	43.9
Assets sold or written-off	(14.9)	(32.3)	(8.9)
Foreign exchange	(29.3)	14.1	(15.2)
Balance at the end of the year	1,662.3	1,655.9	1,627.1
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the beginning of the year	990.0	911.0	827.1
Depreciation	97.5	98.8	101.3
Foreign exchange	(21.1)	9.9	(10.2)
Assets sold or written off	(13.7)	(29.7)	(7.2)
Balance at the end of the year	1,052.7	990.0	911.0
UNITED STATES
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Number of Displays	45,094
Encumbrances	0
Gross carrying amount at the end of the year	1,266.6
Accumulated Depreciation	(768.0)
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at the end of the year	1,266.6
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the end of the year	768.0
CANADA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Number of Displays	6,054
Encumbrances	0
Gross carrying amount at the end of the year	348.7
Accumulated Depreciation	(258.3)
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at the end of the year	348.7
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the end of the year	258.3
MEXICO
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Number of Displays	4,657
Encumbrances	0
Gross carrying amount at the end of the year	33.1
Accumulated Depreciation	(20.5)
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at the end of the year	33.1
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the end of the year	20.5
ARGENTINA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Number of Displays	585
Encumbrances	0
Gross carrying amount at the end of the year	1.9
Accumulated Depreciation	(0.6)
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at the end of the year	1.9
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the end of the year	0.6
BRAZIL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Number of Displays	771
Encumbrances	0
Gross carrying amount at the end of the year	5.7
Accumulated Depreciation	(0.9)
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at the end of the year	5.7
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the end of the year	0.9
URUGUAY
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Number of Displays	156
Encumbrances	0
Gross carrying amount at the end of the year	2.0
Accumulated Depreciation	(1.1)
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at the end of the year	2.0
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the end of the year	1.1
CHILE
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Number of Displays	890
Encumbrances	0
Gross carrying amount at the end of the year	4.3
Accumulated Depreciation	(3.3)
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at the end of the year	4.3
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at the end of the year	$ 3.3
Minimum | UNITED STATES
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	5 years
Minimum | CANADA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	5 years
Minimum | MEXICO
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	5 years
Minimum | ARGENTINA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	5 years
Minimum | BRAZIL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	5 years
Minimum | URUGUAY
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	5 years
Minimum | CHILE
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	5 years
Maximum | UNITED STATES
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	20 years
Maximum | CANADA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	20 years
Maximum | MEXICO
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	20 years
Maximum | ARGENTINA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	20 years
Maximum | BRAZIL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	20 years
Maximum | URUGUAY
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	20 years
Maximum | CHILE
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Life Used for Depreciation	20 years
Assets
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Number of Assets Which Exceed Concentration Risk %	0
Concentration Risk, Percentage	5.00%

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Statement of Comprehensive Income Statement (USD $) In Millions, unless otherwise specified	3 Months Ended								9 Months Ended		12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net income	$ 50.0	$ 37.2	$ 36.4	$ 19.9	$ 18.8	$ 38.7	$ 37.2	$ 18.7	$ 279.1	$ 93.5	$ 143.5	$ 113.4	$ 107.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments									(3.1)	(12.3)	(14.9)	11.0	(14.3)
Amortization of net actuarial loss									0.2	0.4	5.8	(1.4)	(3.2)
Deferred tax rate adjustment									(1.2)	0
Total other comprehensive income (loss), net of tax									(4.1)	(11.9)	(9.1)	9.6	(17.5)
Total comprehensive income									$ 275.0	$ 81.6	$ 134.4	$ 123.0	$ 89.6

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Retirement Benefits Schedule of Allocation of Plan Assets (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 43.7		$ 40.1		$ 34.2
Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	6.3		6.0
Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	37.4		34.1
Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0		0
Cash and Cash Equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2.6	[1]	2.0
Cash and Cash Equivalents | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0		0.1
Cash and Cash Equivalents | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2.6	[1]	1.9	[1]
Cash and Cash Equivalents | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0		0
Other Security Investments
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0.1		0.1
Other Security Investments | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0		0
Other Security Investments | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0.1		0.1
Other Security Investments | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0		0
Fixed Income Securities | Government-Related Securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	7.7		8.9
Fixed Income Securities | Government-Related Securities | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1.4		2.1
Fixed Income Securities | Government-Related Securities | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	6.3		6.8
Fixed Income Securities | Government-Related Securities | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0		0
Fixed Income Securities | Corporate Bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	9.6	[2]	9.1	[2]
Fixed Income Securities | Corporate Bonds | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	[2]	0	[2]
Fixed Income Securities | Corporate Bonds | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	9.6	[2]	9.1	[2]
Fixed Income Securities | Corporate Bonds | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	[2]	0	[2]
Equity Securities | US Equity
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	7.5		5.8
Equity Securities | US Equity | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	4.9		3.8
Equity Securities | US Equity | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2.6	[3]	2.0	[3]
Equity Securities | US Equity | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0		0
Equity Securities | International Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	16.2		14.2
Equity Securities | International Equity Securities | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0		0
Equity Securities | International Equity Securities | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	16.2	[3]	14.2	[3]
Equity Securities | International Equity Securities | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 0		$ 0

[1] Assets categorized as Level 2 reflect investments in money market funds.

[2] Securities of diverse industries, substantially all investment grade.

[3] Assets categorized as Level 2 reflect investments in common collective funds.

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Summary of Significant Accounting Policies (Notes)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates—The preparation of the Company’s combined consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the amounts reported in the combined consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Cash and Cash Equivalents—Cash and cash equivalents consist of cash on hand and short-term (maturities of three months or less at the date of purchase) highly liquid investments. Prior to the Formation Borrowings (See Note 14), the Company carried minimal cash on hand as it participated in CBS’s centralized cash management system. On January 31, 2014, at the time of the Formation Borrowings, such participation ceased.

Receivables—Receivables consist primarily of trade receivables from customers, net of advertising agency commissions, and are stated net of an allowance for doubtful accounts. The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, as well as recent payment history for specific customers.

Property and Equipment—Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Buildings and improvements	20 to 40 years
Advertising structures	5 to 20 years
Furniture, equipment and other	3 to 10 years

For advertising structures associated with a contract, the assets are depreciated over the shorter of the contract term or useful life. Maintenance and repair costs to maintain property and equipment in their original operating condition are charged to expense as incurred. Improvements or additions that extend the useful life of the assets are capitalized. When an asset is retired or otherwise disposed of, the associated cost and accumulated depreciation are removed and the resulting gain or loss is recognized.

Business Combinations and Asset Acquisitions—The Company routinely acquires out-of-home advertising assets, including advertising structures and permits and leasehold agreements. The Company determines the accounting for these transactions by first evaluating whether the assets acquired and liabilities assumed, if any, constitute a business using the guidelines in the Financial Accounting Standards Board (“FASB”) guidance for business combinations. If the assets acquired and liabilities assumed constitute a business, the purchase price is allocated to the tangible and identifiable intangible net assets acquired based on their estimated fair values with the excess of the purchase price over those estimated fair values recorded as goodwill. If the acquired assets do not constitute a business, the Company allocates the purchase price to the individual tangible and intangible assets acquired based on their relative fair values.

Impairment of Long-Lived Assets—Long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the respective asset’s carrying value. The amount of impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset and recognized as a noncash charge.

Goodwill and Intangible Assets—Goodwill is allocated to various reporting units. Each of the Company’s segments consists of two reporting units. Intangible assets, which primarily consist of acquired permits and leasehold agreements and franchise agreements, are amortized by the straight-line method over their estimated useful lives, which range from five to 40 years. Goodwill is not amortized but is tested at the reporting-unit level annually for impairment and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. If the carrying value of goodwill exceeds its fair value, an impairment loss is recognized as a noncash charge.

Revenue Recognition—The Company’s revenues are primarily derived from providing space on advertising displays for local, regional and national advertisements. Contracts with customers generally cover periods ranging from four weeks to twelve months and are generally billed every four weeks. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit and other revenues are recognized as earned, which is typically ratably over the contract period. For space provided to advertisers through the use of an advertising agency whose commission is calculated based on a stated percentage of gross billing revenues, revenues are reported net of agency commissions.

Deferred revenues primarily consist of revenues paid in advance of being earned.

Revenues derived from a single contract that contains multiple site locations are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.

Concentration of Credit Risk—In the opinion of management, credit risk is limited due to the large number of customers and advertising agencies utilized. The Company performs credit evaluations on its customers and agencies and believes that the allowances for doubtful accounts are adequate.

Billboard Property Lease and Transit Franchise Expenses—The Company’s billboards are primarily located on leased real property. Lease agreements are negotiated for varying terms ranging from one month to multiple years, most of which provide renewal options. Lease costs consist of a fixed monthly amount and certain lease agreements also include contingent rent based on the revenues the Company generates from the leased site. Property leases are generally paid in advance for periods ranging from one to twelve months. The fixed component of lease costs is expensed evenly over the contract term, and contingent rent is expensed as it becomes probable, which is consistent with when the related revenues are recognized.

Transit franchise agreements generally provide for payment to the municipality or transit operator of the greater of a percentage of the revenues that the Company generates under the related transit contract and a specified guaranteed minimum payment. The costs which are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and the minimum guarantee is expensed over the contract term.

Direct Lease Acquisition Costs—Variable commissions directly associated with billboard revenues are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year. Amortization of direct lease acquisition costs is presented within amortization expense in the accompanying Combined Consolidated Statements of Operations.

Foreign Currency Translation and Transactions—The assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while results of operations are translated at average exchange rates for the respective periods. The resulting translation gains and losses are included as a component of invested equity in accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in “Other income (expense), net” in the Combined Consolidated Statements of Operations.

Income Taxes—Income taxes are accounted for under the asset and liability method of accounting. Deferred income tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s effective tax rate represents federal, state, local and foreign taxes, each calculated separately based on each jurisdiction’s earnings before income taxes and equity in earnings of investee companies.

The Company’s income taxes as presented herein, including the provision for income taxes, deferred tax assets and liabilities, and income tax payments are calculated on a separate tax return basis, even though the Company’s U.S. operating results are included in the consolidated federal, and certain state and local income tax returns of CBS. CBS manages its tax position for the benefit of the entire portfolio of its businesses and, as such, the assumptions, methodologies and calculations made for purposes of determining the Company’s tax provision, taxes paid and related tax accounts in the combined consolidated financial statements herein may differ from those made by CBS and, in addition, are not necessarily reflective of the tax strategies that the Company would have followed as a separate stand-alone company.

Asset Retirement Obligation—An asset retirement obligation is established for the estimated future obligation, upon termination or nonrenewal of a lease, associated with removing structures from the leased property and, when required by the contract, the cost to return the leased property to its original condition. These obligations are recorded at their present value in the period in which the liability is incurred and are capitalized as part of the related assets’ carrying value. Accretion of the liability is recognized in operating expenses and the capitalized cost is depreciated over the expected useful life of the related asset.

Stock-based Compensation—CBS issued stock options and restricted stock units (“RSUs”) for CBS Class B Common Stock to certain employees of the Company under its equity incentive plans. CBS measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the vesting period during which an employee is required to provide service in exchange for the award.

Subsequent Events—The Company performed an evaluation of subsequent events through February 18, 2014, which is the date the financial statements were available to be issued.

Adoption of New Accounting Standards

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

During 2013, the Company adopted the FASB guidance that requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income (See Note 8).

Fair Value Measurements

During 2012, the Company adopted the FASB amended guidance which clarifies the FASB’s intent about the application of existing fair value measurement requirements and changes in certain principles and requirements for measuring fair value and for disclosing information about fair value measurements. The adoption of this guidance did not have a material effect on the Company’s combined consolidated financial statements.

Recent Pronouncements

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

In July 2013, the FASB issued guidance on the presentation of the reserve for uncertain tax positions when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires the reserve for uncertain tax positions to be presented in the financial statements as a reduction to the deferred tax asset for a tax loss or other tax carryforward that would be applied in the settlement of the uncertain tax position. This guidance, which is effective for interim and annual reporting periods beginning after December 15, 2013, will not have a material effect on the Company’s combined consolidated financial statements.

Obligations Resulting from Joint and Several Liability Arrangements

In February 2013, the FASB issued guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Under this guidance, the Company is required to measure its obligations under such arrangements as the sum of the amount it agreed to pay in the arrangement among its co-obligors and any additional amount the Company expects to pay on behalf of its co-obligors. The Company is also required to disclose the nature and amount of the obligation. This guidance, which is effective for interim and annual reporting periods beginning after December 15, 2013, will not have a material effect on the Company’s combined consolidated financial statements.

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Asset Retirement Obligation - Narrative (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Asset Retirement Obligation Disclosure [Abstract]
Asset Retirement Obligation Expected Term	50 years	50 years
Asset Retirement Obligations, Description	The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years.	The obligation is calculated based on the assumption that all of the Company’s advertising structures will be removed within the next 50 years

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Retirement Benefits Schedule of Net Funded Status (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
Funded status, end of year	$ (2.3)	$ (12.6)
Other noncurrent liabilities	(2.3)	(12.6)
Net amounts recognized	$ (2.3)	$ (12.6)

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Allowance for Doubtful Accounts
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 19.3		$ 22.4		$ 29.6
Balance Acquired through Acquisitions	0		0		0
Charged to Costs and Expenses	0.4		3.1		3.0
Charged to Other Accounts	0	[1]	0.2	[1]	0	[1]
Deductions	4.0		6.4		10.2
Balance at End of Period	15.7		19.3		22.4
Valuation Allowance of Deferred Tax Assets
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	8.0		7.5		6.3
Balance Acquired through Acquisitions	0		0		0
Charged to Costs and Expenses	3.0		0.7		1.3
Charged to Other Accounts	0	[1]	0	[1]	0	[1]
Deductions	0.9		0.2		0.1
Balance at End of Period	$ 10.1		$ 8.0		$ 7.5

[1] Reflects increase in allowance related to foreign currency translation adjustments.

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Stock-Based Compensation - Schedule of Restricted Stock Units Roll Forward (Details) (USD $)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 27, 2014	Sep. 30, 2014	Dec. 31, 2013	Mar. 31, 2014
CBS Corp. Equity and Incentive Plan | Restricted Stock Units (RSUs)
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Non-Vested, Beginning Balance (USD per share)	$ 32.09	$ 36.80	$ 19.65	$ 33.16	[1]
Weighted Average Grant Date Fair Value, Grants in Period (USD per share)	$ 34.66		$ 47.26
Weighted Average Grant Date Fair Value, Vested (USD per share)	$ 22.51	$ 33.16	$ 17.43
Weighted Average Grant Date Fair Value, Forfeited (USD per share)	$ 37.67		$ 31.06
Weighted Average Grant Date Fair Value, Non-Vested, Ending Balance (USD per share)	$ 36.80	$ 0.00	$ 32.09	$ 33.16	[1]
Weighted Average Grant Date Fair Value, Converted Awards (USD per share)	$ 37.77
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward]
Non-vested as of beginning of period	472,490	323,733	665,282
Employee transfers and grants	11,875		190,484
Vested	(157,723)	(67,561)	(366,273)
Forfeited	(2,909)		(17,003)
Non-vested of end of period	323,733	0	472,490
CBS RSUs converted to Outfront RSUs	(256,172)
CBS RSU's not converted				67,561	[1]
Omnibus Stock Incentive Plan | Restricted Stock Units (RSUs)
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Grants in Period (USD per share)		$ 29.59
Weighted Average Grant Date Fair Value, Vested (USD per share)		$ 25.91
Weighted Average Grant Date Fair Value, Forfeited (USD per share)		$ 24.39
Weighted Average Grant Date Fair Value, Converted Awards (USD per share)	$ 17.24
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward]
Non-vested Outfront RSUs converted from CBS RSUs	561,021
Employee transfers and grants		478,311
Vested		(5,848)
Forfeited		(27,965)
Omnibus Stock Incentive Plan | Performance Restricted Stock Units (PRSUs)
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Grants in Period (USD per share)		$ 29.70
Weighted Average Grant Date Fair Value, Vested (USD per share)		$ 25.88
Weighted Average Grant Date Fair Value, Forfeited (USD per share)		$ 26.39
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward]
Employee transfers and grants		168,468
Vested		(6,955)
Forfeited		(15,289)
Omnibus Stock Incentive Plan | RSUs and PRSUs
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Non-Vested, Ending Balance (USD per share)		$ 23.78
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward]
Non-vested of end of period		1,151,743
RSUs and PRSUs | Omnibus Stock Incentive Plan
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward]
Non-vested of end of period		10,030
Dividend equivalents		10,032
Share Based Compensation By Share Based Payment Award Equity Instrument Other Than Options Dividends Forfeited In Period		(2)

[1] Reflects CBS RSUs which vested in April 2014.

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Subsequent Events

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

New Senior Unsecured Notes

On October 1, 2014, the Borrowers issued $150.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 (the “New 2022 Senior Notes”) in a private placement. The New 2022 Senior Notes are of the same class and series as, and otherwise identical to, the 5.250% Senior Unsecured Notes due 2022 that were previously issued by the Borrowers on January 31, 2014 (see Note 8. Long-Term Debt). Interest on the New 2022 Senior Notes is payable on May 15 and November 15 of each year, beginning on November 15, 2014. The New 2022 Senior Notes were issued at a discount of $0.8 million, which we will amortize through Interest expense on the Consolidated Statement of Operations over the life of the New 2022 Senior Notes.

On October 1, 2014, the Borrowers also issued $450.0 million aggregate principal amount of 5.875% Senior Unsecured Notes due 2025 (the “2025 Senior Notes,” together with the “New 2022 Senior Notes,” the “New Senior Notes”) in a private placement. The New Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2025 Senior Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2015.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the New 2022 Senior Notes and on or after September 15, 2019, the Borrowers may redeem at any time, or from time to time, some or all of the 2025 Senior Notes. Prior to such dates, the Borrowers may redeem some or all of the New Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of the New 2022 Senior Notes and prior to September 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes with the proceeds of certain equity offerings.

Pursuant to a registration rights agreement dated October 1, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by October 1, 2015, related to an offer to exchange the New Senior Notes for registered New Senior Notes having substantially identical terms, or, in certain cases, to register the New Senior Notes for resale. If we and the Borrowers do not register or exchange the New Senior Notes pursuant to the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the New Senior Notes under certain circumstances.

On October 1, 2014, we deferred $10.8 million of fees and expenses associated with the New Senior Notes. We will amortize the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of the New Senior Notes. As of September 30, 2014, we had accrued $1.6 million of deferred financing costs associated with the New Senior Notes.

Acquisition

On October 1, 2014, we completed the Acquisition. The Acquisition was funded with the net proceeds from the issuance and sale of the New Senior Notes and cash on hand. The information required to perform the purchase price allocation is not yet available. As a result, the required Accounting Standards Codification 805 disclosures have not been made.

In addition, as of November 6, 2014, we completed “tuck-in” acquisitions of advertising structures in the city of Chicago, Illinois, and the surrounding metropolitan area, and two smaller tuck-in acquisitions for approximately $15.0 million in cash.

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Income Taxes - Narrative (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	9 Months Ended		12 Months Ended			6 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2014	Dec. 31, 2010
Operating Loss Carryforwards [Line Items]
Cash paid for income taxes		$ 31.4	$ 75.3	$ 112.8	$ 96.5	$ 50.9
Unrecognized Tax Benefits	1.2	1.2		4.0	4.9	5.4		1.9
Operating Loss Carryforwards				47.2
Operating Loss Carryforwards, Not Subject to Expiration				22.0
Effective income tax rate, excluding noncash benefit from REIT conversion		39.30%	43.50%
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	0.8	0.8		3.4
Deferred Tax Benefit Due To REIT Conversion	232.3	232.3
Capital Distribution Per Share	$ 0.37
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		35.00%
Deferred Tax Assets, Valuation Allowance				10.1	8.0
CBS Corp.
Related Party Transaction [Line Items]
Unrecognized Tax Benefit Transferred to Parent		2.1
Subsequent Event
Operating Loss Carryforwards [Line Items]
Nondeductible Excise Tax Rate							4.00%
Minimum
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Expiration Date				Jan. 01, 2014
Minimum | Subsequent Event
Operating Loss Carryforwards [Line Items]
Percent Of REIT Taxable Income To Be Distributed							90.00%
Maximum
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Expiration Date				Dec. 31, 2027
Maximum | Subsequent Event
Operating Loss Carryforwards [Line Items]
Percent Of REIT Taxable Income To Be Distributed							100.00%
Other Assets
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Net, Noncurrent					$ 2.9

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Accumulated Other Comprehensive Income (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Accumulated Other Comprehensive Income [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

(in millions)	Cumulative Translation Adjustments			Net Actuarial Gain (Loss)			Accumulated Other Comprehensive Income (Loss)
As of December 31, 2013	$	(69.2	)	$	(5.9	)	$	(75.1	)
Other comprehensive income before reclassifications	(3.1		)	—			(3.1		)
Amortization of actuarial losses reclassified to net income	—			0.2			0.2
Deferred tax rate adjustment	—			(1.2		)	(1.2		)
Total other comprehensive income, net of tax	(3.1		)	(1.0		)	(4.1		)
As of September 30, 2014	$	(72.3	)	$	(6.9	)	$	(79.2	)
As of December 31, 2012	$	(54.3	)	$	(11.7	)	$	(66.0	)
Other comprehensive income before reclassifications	(12.3		)	—			(12.3		)
Amortization of actuarial losses reclassified to net income	—			0.4			0.4
Total other comprehensive income (loss), net of tax	(12.3		)	0.4			(11.9		)
As of September 30, 2013	$	(66.6	)	$	(11.3	)	$	(77.9	)

The following table presents the changes in the components of accumulated other comprehensive income (loss).

	Cumulative Translation Adjustments			Net Actuarial Gain (Loss)			Accumulated Other Comprehensive Income (Loss)
At December 31, 2010	$	(51.0	)	$	(7.1	)	$	(58.1	)
Other comprehensive loss	(14.3		)	(3.2		)	(17.5		)
At December 31, 2011	(65.3		)	(10.3		)	(75.6		)
Other comprehensive income (loss)	11.0			(1.4		)	9.6
At December 31, 2012	(54.3		)	(11.7		)	(66.0		)
Other comprehensive income (loss) before reclassifications	(14.9		)	5.2			(9.7		)
Amortization of actuarial losses reclassified to net income (a)	—			0.6			0.6
Other comprehensive income (loss)	(14.9		)	5.8			(9.1		)
At December 31, 2013	$	(69.2	)	$	(5.9	)	$	(75.1	)

(a) See Note 11 for additional details of items reclassified from accumulated other comprehensive income to net income.

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Restructuring Charges

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Restructuring Charges [Abstract]

Restructuring Charges

Restructuring Charges

In the third quarter of 2014, we recorded a restructuring charge of $6.2 million associated with a management reorganization resulting in the departure of Wally Kelly, President and Chief Operating Officer, from the Company. The restructuring charge is comprised of severance charges, including stock-based compensation of $3.5 million. As of September 30, 2014, a restructuring reserve of $2.5 million is included in Other current liabilities in the Consolidating Statement of Financial Position.

RESTRUCTURING CHARGES

During 2012 and 2011, in efforts to reduce its cost structure, the Company recorded restructuring charges of $2.5 million and $3.0 million, respectively, mainly in the United States segment. The charges principally reflected severance costs associated with the elimination of positions. At December 31, 2013, all of the restructuring reserves were fully utilized and at December 31, 2012, $1.1 million of the restructuring reserves were remaining.

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Quarterly Financial Data (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended										9 Months Ended				12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Quarterly Financial Data [Line Items]
Revenues	$ 343.9		$ 338.2	$ 332.7	$ 279.2		$ 335.8	$ 331.5	$ 331.4	$ 285.9	$ 958.8		$ 950.1		$ 1,294.0	[1]	$ 1,284.6	[1]	$ 1,277.1	[1]
Adjusted OIBDA	110.2		116.1	113.1	75.4		96.8	117.1	113.6	80.9	292.8		304.6		414.8		408.4		414.3
Restructuring charges							(0.1)	(1.9)	(0.5)	0	(6.2)	[2]	0	[2]	0		(2.5)		(3.0)
Net gain (loss) on dispositions	17.5	[3]	0.1	(0.1)	9.8	[4]	(0.4)	(0.3)	(0.7)	(0.8)	1.4		9.8		27.3		(2.2)		(2.0)
Depreciation	(26.2)		(26.4)	(25.9)	(26.0)		(25.9)	(26.7)	(26.8)	(26.5)	(79.3)		(78.3)		(104.5)		(105.9)		(109.0)
Amortization	(23.1)		(22.6)	(22.7)	(22.9)		(23.0)	(23.0)	(22.8)	(22.1)	(67.3)		(68.2)		(91.3)		(90.9)		(102.9)
Stock-based Compensation	(1.7)		(2.6)	(1.6)	(1.6)		(1.4)	(1.5)	(1.5)	(1.3)	(10.9)		(5.8)		(7.5)	[5]	(5.7)	[5]	(5.0)	[5]
Operating Income (Loss)	76.7		64.6	62.8	34.7		46.0	63.7	61.3	30.2	132.6		162.1		238.8		201.2		192.4
Net income	50.0		37.2	36.4	19.9		18.8	38.7	37.2	18.7	279.1		93.5		143.5		113.4		107.1
Percentage of Company's ownership in group of assets sold	50.00%
Percentage of Company's ownership in group of assets contributed to a joint venture	50.00%
UNITED STATES
Quarterly Financial Data [Line Items]
Revenues	302.5		296.5	285.9	245.2		287.4	284.9	281.7	244.6	842.4		827.6		1,130.1	[1]	1,098.6	[1]	1,051.5	[1]
Adjusted OIBDA	106.2		113.6	106.5	80.1		98.7	108.1	101.9	76.7	293.0		300.2		406.4		385.4		364.7
Net gain (loss) on dispositions											1.3		10.0
Operating Income (Loss)	81.7		72.0	65.2	48.2		57.5	64.5	59.3	35.1	168.5		185.4		267.1		216.4		192.2
International
Quarterly Financial Data [Line Items]
Revenues	41.4		41.7	46.8	34.0		48.4	46.6	49.7	41.3	116.4		122.5		163.9		186.0		225.6
Adjusted OIBDA	9.1		7.9	11.5	0.6		0.3	11.0	13.3	5.9	16.9		20.0		29.1		30.5		57.2
Net gain (loss) on dispositions											0.1		(0.2)
Operating Income (Loss)	1.8		0.6	4.1	(6.6)		(7.9)	2.7	5.1	(1.9)	(3.8)		(1.9)		(0.1)		(2.0)		12.8
Corporate
Quarterly Financial Data [Line Items]
Adjusted OIBDA	(5.1)		(5.4)	(4.9)	(5.3)		(2.2)	(2.0)	(1.6)	(1.7)	(17.1)		(15.6)		(20.7)		(7.5)		(7.6)
Operating Income (Loss)	$ (6.8)		$ (8.0)	$ (6.5)	$ (6.9)		$ (3.6)	$ (3.5)	$ (3.1)	$ (3.0)	$ (32.1)		$ (21.4)		$ (28.2)		$ (13.2)		$ (12.6)

[1] Revenues classifications are based on customers’ locations.

[2] Restructuring charges (including stock-based compensation of $3.5 million), costs related to the Acquisition and stock-based compensation are classified as Corporate expense.

[3] During the fourth quarter of 2013, the Company sold 50% of its transit shelter operations in Los Angeles, and the Company and the buyer each subsequently contributed their respective 50% interests in these operations to a 50/50 joint venture they own together. This transaction resulted in a gain of $17.5 million.

[4] During the first quarter of 2013, the Company exchanged most of its billboards in Salt Lake City for billboards in New Jersey resulting in a gain of $9.8 million.

[5] (a)Stock-based compensation is classified as a Corporate expense.