exhibit102






                                                                   Exhibit 10.2            AMENDMENT NO. 1 TO OUTFRONT MEDIA OUTERNET MASTER REPURCHASE                                  AGREEMENT         This  AMENDMENT  NO.    1  TO  OUTFRONT  MEDIA     OUTERNET    MASTER  REPURCHASE  AGREEMENT     (this  “Amendment”),  is  made  and  entered  into  as  of June 18,  2020 (the “Amendment Date”), by and among each of         MUFG Bank, Ltd., a Japanese banking corporation, as buyer (“Buyer”); and         Outfront Media Outernet Inc., a Delaware corporation, as seller (“Seller”);    and amends that certain that certain 1996 SIFMA Master Repurchase Agreement dated as of July  19,  2019,  between Seller and  Buyer (the  “Master  Repurchase  Agreement”  and,  as  amended  hereby, the “Amended Master Repurchase Agreement”).  Each of Buyer and Seller may also be  referred to herein individually as a “Party”, and collectively as the “Parties”.                                    RECITALS         WHEREAS, the Parties entered into the Master Repurchase Agreement;          WHEREAS, the Parties now wish to amend certain provisions of the Master Repurchase  Agreement.                                   AGREEMENT         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants,  agreements  and  conditions  set  forth  herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and  sufficiency of which are hereby acknowledged and confirmed, the Parties agree as follows:   1.    Interpretation.         1.1   Definitions.  All capitalized terms used but not defined in this Amendment shall  have the meanings set forth in the Master Repurchase Agreement (including Annex I thereto).         1.2   Construction.  The rules of construction set forth in Section 1.2 of the Framework  Agreement shall apply to this Amendment.   2.    Amendments.   The Master Repurchase Agreement is hereby amended, effective from and after the Amendment  Date, as follows:         2.1   any text in Exhibit A to this Amendment that is  struck through shall be deleted  from the applicable provision of Annex I to the Master Repurchase Agreement; and          2.2   any text that is double underscored shall be added to the applicable provision of  the Annex I to the Master Repurchase Agreement. 





 






         3.    Representations, Warranties, Undertakings and Agreements.         3.1   Seller. In  entering  into  this  Amendment,  Seller  hereby  makes  or  repeats  (as  applicable) to Buyer as of the Amendment Date (or, to the extent expressly relating to a specific  prior  date,  as  of  such  prior  date) the  representations  and  warranties  set  forth  in  the Master  Repurchase Agreement, and such representations and warranties shall be deemed to include this  Amendment.  Seller  further  represents  that  it  has  complied  in  all  material  respects  with  all  covenants and agreements applicable to it under the Master Repurchase Agreement.   4.    Miscellaneous.         4.1   Counterparts.  This Amendment may be executed by the Parties on any number of  separate counterparts, by facsimile or email, and all of those counterparts taken together will be  deemed  to  constitute  one  and  the  same  instrument;  signature  pages  may  be  detached  from  multiple  separate  counterparts  and  attached  to  a  single  counterpart  so  that  all  signatures  are  physically  attached to  the  same  document.   A  facsimile  or  portable  document  format  (“.pdf”)  signature page will constitute an original for the purposes of this Section 4.1.         4.2   Ratification; Amended Terms.  Except as amended hereby the Master Repurchase  Agreement  remains  in  full force  and  effect.   The  Parties  hereby  acknowledge  and  agree  that,  effective  from  and  after  the  Amendment  Date, (i) all  references  to  the Master  Repurchase  Agreement  in  any  other  Transaction  Agreement  shall be deemed  to  be  references  to  the  Amended Master Repurchase Agreement, (ii) any amendment in this Amendment of a defined  term  in  the Master  Repurchase  Agreement shall  apply  to  terms  in  any  other  Transaction  Agreement which are defined by reference to the Master Repurchase Agreement.         4.3   GOVERNING LAW.  THIS  AMENDMENT  SHALL         BE  GOVERNED  BY  AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW  YORK  WITHOUT  GIVING     EFFECT  TO  THE  CONFLICTS  OF  LAW  PROVISIONS  THEREOF  OTHER  THAN  SECTIONS  5-1401  AND  5-1402  OF  THE  NEW  YORK  GENERAL OBLIGATIONS LAW.         4.4   Expenses.   All  reasonable and  documented legal  fees  and  expenses  of  Buyer  incurred  in  connection  with  the  preparation,  negotiation,  execution  and  delivery  of  this  Amendment and each related document entered into in connection herewith shall be paid by the  Seller promptly on demand.                                              [SIGNATURE PAGES FOLLOW]                                         2 





 






      IN  WITNESS  WHEREOF,  the  Parties  have  executed  this  Amendment  as  of  the  date  first  written above.                                          Buyer:                                                                               MUFG Bank, Ltd.                                                                                                                                 By:   /s/ Thomas Giuntini                                         Name:  Thomas Giuntini                                         Title:  Managing Director                                                                                                                  [SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]               [Signature Page to Amendment No. 1 to Outfront Media Outernet Master Repurchase Agreement] 





 






      IN  WITNESS  WHEREOF,  the  Parties  have  executed  this  Amendment  as  of  the  date  first  written above.                                                                                Seller:                                           OUTFRONT MEDIA OUTERNET INC.                                                                                                                                                                          By:   /s/ Jonathan D. Karabas                                         Name: Jonathan D. Karabas                                         Title: Treasurer                                                            [Signature Page to Amendment No. 1 to Outfront Media Outernet Master Repurchase Agreement] 





 






                           Exhibit A to Amendment No. 1 to Master Repurchase Agreement            Annex I   Supplemental Terms and Conditions         This  Annex  I  forms  a  part  of  the  1996  SIFMA Master  Repurchase  Agreement  dated  as  of  July 19, 2019 (the “SIFMA Master,” and as amended by this Annex I, and as each may be further  amended  from  time  to  time, this  or  the  “Agreement”)  between  Outfront  Media  Outernet  Inc.  (“Outernet”), and MUFG Bank, Ltd. (“MUFG”).  Subject to the provisions of Paragraph 1 of this  Annex I, (a) capitalized terms used but not defined in this Annex I shall have the meanings ascribed  to them in the SIFMA Master, and (b) aside from this Annex I, including all exhibits and schedules  attached hereto and thereto, no other Annexes or Schedules thereto shall form a part of the SIFMA  Master or be applicable thereunder.        1.    Applicability; Parties; Framework.                 (a)   Framework Agreement.  This Agreement is being entered into in accordance  with that certain Amended and Restated Master Framework Agreement, dated as of July 19, 2019  (as  amended,  restated  supplemented  or  otherwise  modified, the  “Framework  Agreement”),  among  Outernet  and Outfront  Media  LLC,  as  sellers,  the  entities  party  thereto  as  Originators,  Outfront  Media  LLC,  as  agent  for  the  sellers  (in  such  capacity,  the  “Seller  Party  Agent”)  and  MUFG,  as  buyer.  Capitalized terms used but not defined in this Agreement or in any Confirmations shall have  the meanings set forth in the Framework Agreement (including Schedule 1 thereto).  In the event of  any  inconsistency  between  this  Agreement  and  the  Framework  Agreement,  the  Framework  Agreement shall govern.               (b)   Seller.  Outernet will act as Seller with respect to all Transactions entered into  hereunder.  Subject to the terms and conditions of the Framework Agreement, all powers of Seller  hereunder,  including  the  execution  and  delivery  of  Confirmations  hereunder  or  any  other  matters  involving consent or discretion, shall be exercised solely by Seller Party Agent on behalf of Seller.               (c)   Buyer.  MUFG will act as Buyer with respect to all Transactions entered into  hereunder.               (d)   Securities.  The only Security for purposes of this Agreement shall consist of  the TRS Seller Note, and no asset or property other than the TRS Seller Note shall be recognized as  a  Security  for  purposes  of  any  Transactions  hereunder.   All  references  in  this  Agreement  to  Securities or Purchased Securities, as the case may be (whether in the SIFMA Master or elsewhere  in this Annex I) shall be understood and construed as references to the TRS Seller Note.               (e)   Entire Agreement.  The first sentence of Paragraph 14 of the SIFMA Master is  subject to, and superseded by, Section 9.3 of the Framework Agreement.    





 






        2.    Definitions.                 (a)   Added Definitions.  For purposes of this Agreement, the following additional  terms shall have the following meanings:                               (i)  “Adjusted  LIBOR”,  with  respect  to  any  Transaction  Period,  the  interest rate per annum determined by Buyer by dividing (the resulting quotient rounded upwards, if  necessary,  to  the  nearest  1/100th  of  1%  per  annum)  (i)  the Intercontinental  Exchange  Benchmark  Administration Ltd. (or the successor thereto if it is no longer making such rates available) LIBOR  Rate  (“ICE  LIBOR”),  as published  by  Reuters  (currently  Reuters  LIBOR01  page)  (or  any  other  commercially  available  source  providing  quotations  of  ICE  LIBOR  as  designated  by  Buyer  from  time to time) at approximately 11:00 a.m. (London, England time) for deposits in U.S. Dollars with a  duration comparable to such Transaction Period on the second London Banking Day preceding the  first  day  of  such  Transaction  Period  (or  if  a  rate  cannot  be  determined  under  the  foregoing,  an  interest rate per annum equal to the average (rounded upwards, if necessary, to the nearest 1/100th of  1%  per  annum)  of  the  interest  rates  per  annum  at  which  deposits  in  U.S.  Dollars  with  a  duration  comparable  to  such  Transaction  Period  in  a  principal  amount  substantially  equal  to  the  Purchase  Price for  the  applicable  Transaction  outstanding during such Transaction Period are offered to the  principal  London  office  of  Buyer  by  three  London  banks,  selected  by  Buyer  in  good  faith,  at  approximately 11:00 a.m. (London, England time) on the second London Banking Day preceding the  first day of such Transaction Period), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve  Percentage.  The calculation of Adjusted LIBOR may also be expressed by the following formula:                            ICE LIBOR or appropriate successor        Adjusted LIBOR    =                                                                                            1.00 - Euro-Rate Reserve Percentage   Adjusted  LIBOR  shall  be  adjusted  on  the  effective  date  of  any  change  in  the  Euro-Rate  Reserve  Percentage  as  of  such  effective  date.  Buyer  shall  give  prompt  notice  to  Seller  Party  Agent  of  Adjusted  LIBOR  as  determined  or  adjusted  in  accordance  herewith  (which  determination  shall  be  conclusive absent manifest error).  Notwithstanding the foregoing, if Adjusted LIBOR as determined  herein  would  be  less  than  zero  (0.00),  such  rate  shall  be  deemed  to  be  zero  percent  (0.00%)  for  purposes of this Agreement.                   (ii)(i) “Breakage Amount”, with respect to any Breakage Event pertaining to  any outstanding Transaction, an amount equal to the loss, cost and expense (if any) actually incurred  by Buyer and attributable to such Breakage Event but excluding loss of anticipated profits, in each  case  as  determined  in  good  faith  by  Buyer  and  notified  to Seller  Party Agent  in  writing;  it  being  understood that any written notice from Buyer indicating such amount and setting forth in reasonable  detail the calculations used by Buyer to determine such amount, shall be conclusive absent manifest  error.                                           -2- 





 






                 (iii)(ii) “Breakage  Event”,  with  respect  to  any  Transaction,  (A) the  termination of such Transaction before the Repurchase Date specified in the Confirmation for such  Transaction  (1)  by  Seller  or  Buyer  in  accordance  with  Paragraph  3(c)(ii)  or  Paragraph  11,  respectively,  of  the  SIFMA  Master,  as  amended  by  this  Annex  I,  or  (2)  as  the  result  of  the  Termination Date occurring under the Receivables Purchase Agreement; or (B) the transfer of any  cash by Seller to Buyer during the Transaction Period for such Transaction as required pursuant to  Paragraph 4(a) of the SIFMA Master, as amended by this Annex I, if Buyer has applied such funds  to the unpaid Repurchase Price with respect to such Transaction pursuant to Paragraph 4(c) of the  SIFMA Master, as amended by this Annex I;                  (iv)(iii) “Breakage  Period”,  with  respect  to  any  Breakage  Event,  the  period  commencing on (and including) (x) in the case of a Breakage Event of the type described in clause  (A) of the definition thereof, the effective date of Seller’s or Buyer’s termination of the applicable  Transaction  or  (y)  in  the  case  of  a  Breakage  Event  of  the  type  described  in  clause  (B)  of  the  definition thereof, the date on which such cash is transferred by Seller to Buyer, and, in each case,  ending on (but excluding) the next succeeding Monthly Date;                     (v)   “Euro-Rate Reserve Percentage”, the meaning ascribed to such term in  the Receivables Purchase Agreement;                  (vi)(iv) “Framework  Agreement”,  the  meaning  set  forth  in  Paragraph  1(a)  of  this Annex I;                     (v)   “London Banking Day”, any day on which commercial banks are open  for general business (including dealings in foreign exchange and foreign currency deposits) in the  city of London, England;                 (vii)(vi) “MUFG Cost of Funds Rate”, with respect to any Transaction Period,  the rate per annum quoted from time to time as such by MUFG, which rate shall be determined and  calculated by MUFG in its sole discretion, taking into account factors including, but not limited to,  MUFG’s external and internal funding costs and prevailing interbank market rates and conditions;  provided, however, that as of any applicable Purchase Date, such rate shall be no greater than the  cost of funds rate generally quoted by MUFG on such date in other similarly situated transactions  (including,  for  the  avoidance  of  doubt,  taking  into  account  any  applicable  currency,  tenor  and  jurisdictional  differences).   Notwithstanding  the  foregoing,  if  the  MUFG  Cost  of Funds  Rate  as  determined herein at any time would be less than zero (0.00), such rate shall be deemed at such time  to be zero percent (0.00%) for purposes of this Agreement;                (viii)(vii) “Original Note”, the original executed version of the TRS Seller Note;  and                 (ix)(viii) “Transaction  Period”,  with  respect  to  any  Transaction,  the  period  commencing  on  (and  including)  the  Purchase  Date  for  such  Transaction  and  expiring  on  (but  excluding) the Repurchase Date for such Transaction.                                           -3- 





 






              (b)   Revised  Definitions.   For  purposes  of  this  Agreement,  and  notwithstanding  anything  in Paragraph  2  of  the  SIFMA  Master  to  the  contrary,  the following  terms  shall  have  the  following amended and restated meanings:                      (i)  “Buyer’s Margin Amount”, with respect to any Transaction as of any  date, the amount obtained by application of the Buyer’s Margin Percentage to the Purchase Price for  such Transaction as of such date;                     (ii)  “Buyer’s  Margin  Percentage”,  with  respect  to  any  Transaction  as  of  any date, one hundred percent (100%);                      (iii) “Price Differential”, with respect to any Transaction as of any date, the  sum of the aggregate amount obtained by daily application of the Pricing Rate for such Transaction  to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days  during  the  period  commencing  on  (and  including)  the  Purchase  Date  for  such  Transaction  and  ending  on  (but  excluding)  the  date  of  determination  (reduced  by  any  amount  of  such  Price  Differential  previously  paid  by  Seller  to  Buyer  with  respect  to  such  Transaction); provided,  that  upon the occurrence of any Breakage Event with respect to such Transaction, such Price Differential  shall  be  increased  by  Buyer’s  applicable  Breakage  Amount  (if  any)  for  such  Breakage  Event,  determined as of the date on which such Breakage Event occurs;                      (iv)  “Pricing Rate”, the per annum percentage rate for determination of the  Price Differential, determined for each Transaction (unless otherwise specified in the Confirmation)  as being equal to the sum of (A) Adjusted LIBORthe MUFG Cost of Funds Rate as of the applicable  Purchase  Date plus (B) 1.20%  (it  being  understood  that,  if  Seller  Party  Agent  fails  to  deliver  the  required  Transaction  Notice  for  a  Transaction  and  the  other  associated  documents  pursuant  to  Section 4.1(a) of the Framework Agreement at least three (3) Business Days prior to the proposed  Purchase  Date  and  Buyer  nonetheless  elects  to  proceed  with  the  proposed  Transaction,  Buyer’s  actual  cost  of funds  shall  be  used  instead  of  Adjusted  LIBOR  in  determining  the  Pricing  Rate for  such Transaction)1.75%;                      (v)   “Repurchase  Date”, the  date  on  which  Seller  is  to  repurchase  the  Purchased  Securities  from  Buyer,  which  shall  be  the  earliest  of  (i)  the  next  Monthly  Date  immediately succeeding the applicable Purchase Date, (ii) the Facility Expiration Date and (iii) any  date determined by application of the provisions of Paragraph 3(c) or 11 of this Annex I; and                     (vi)  “Repurchase Price”, the price at which Purchased Securities are to be  transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each  case as the sum of (A) the Purchase Price for such Transaction plus (B) the accrued and unpaid Price  Differential  as  of  the  date  of  such  determination  (it  being  understood  that  all  such  accrued  and  unpaid Price Differential shall be payable when and as set forth in Paragraph 12 of this Annex I);  provided, that if an Event of Default has occurred and is continuing as of the applicable Repurchase  Date for a Transaction, then the Repurchase Price for such Transaction shall include, in addition to  the amounts specified in the foregoing clauses (A) and (B), all other Secured Obligations due and  owing from Seller under the Transaction Agreements through the time such Repurchase Price is paid                                          -4- 





 






  in full (other than contingent indemnification obligations in respect of which no claim therefor has  been made).         3.    Initiation; Confirmation; Termination.  Notwithstanding anything to the contrary  in Paragraph 3 of the SIFMA Master, the following shall apply:               (a)   No  Oral  Agreements.   All  agreements  to  enter  into  Transactions  hereunder  shall be in writing in accordance with Article 4 of the Framework Agreement.               (b)   Confirmations;  Priority.   All  Confirmations  with  respect  to  Transactions  hereunder  shall be  substantially  in  the form  attached  as Exhibit  A  to  this  Annex  I.   Subject to  the  definitions of “Price Differential”, “Repurchase Date” and “Repurchase Price” set forth in Paragraphs  2(b)(iii), 2(b)(v) and 2(b)(vi) of this Annex I, respectively, in the event of any conflict between the  terms of a Confirmation and this Agreement, the Confirmation shall prevail.               (c)   Termination.   Paragraph  3(c)  of  the  SIFMA  Master  is  hereby  amended  and  restated as follows:         “Transactions hereunder shall terminate upon the earlier of (i) the date determined        pursuant  to  the  definition  of  Repurchase  Date  (without  regard  to  this  Paragraph        3(c)) or (ii) a date specified upon demand by Seller, which demand shall be made        by  Seller  in  writing  no  later  than  5:00  p.m.  on  the  third  London  Banking  Day        prior  to  the  Business  Day  on  which  such  termination  will  be  effective  (it  being        understood that Seller may not make more than five (5) such demands described        in this clause (ii) during the Facility Term).  On such earlier date, termination of        the Transaction will be effected by transfer to Seller or its agent of the Purchased        Securities (except as otherwise provided in Paragraph 7 of Annex I) against the        payment  of  the  related  Repurchase  Price  by  Seller  (which  may,  to  the  extent        permitted under Paragraph 12 of Annex I hereto, be netted against the Purchase        Price  payable  in  respect  of  any  new  Transaction)  in  accordance  with  the        Framework Agreement.”               (d)   Outstanding  Transactions;  Continuity.   Notwithstanding  anything  in  this  Agreement to the contrary, the Parties agree that no more than one Transaction hereunder shall be  outstanding at any given time.  It is the intention of the Parties that during the Facility Term, subject  to  Buyer’s  discretion  to decline  to  enter  into  any  Transaction  and  fulfillment  of  the  applicable  conditions  set  forth  in  the  Framework  Agreement  with  respect  to  Buyer’s  entry  into  any  such  Transaction, the expiration of each Transaction hereunder on the applicable Repurchase Date shall  coincide with the entry into a subsequent Transaction with a concurrent Purchase Date in accordance  with the procedures set forth in the Framework Agreement.  The Parties further intend that, pursuant  to  Paragraph  12  of  the  SIFMA  Master  and  to  the  extent  permitted  under  Paragraph  12  of  this  Annex I, the Repurchase Price payable by Seller with respect to each such expiring Transaction shall  be netted to the extent applicable against the Purchase Price payable by Buyer with respect to such  subsequent Transaction.                                          -5- 





 






        4.    Margin Maintenance.  Notwithstanding anything to the contrary in Paragraph 4 of  the SIFMA Master, the following shall apply:               (a)   Paragraph  4(a)  of  the  SIFMA  Master  is  hereby  amended  and  restated  as  follows:           “If, as of 12:00 noon on any Business Day during the Transaction Period for an        outstanding  Transaction  hereunder  (other  than  the  Purchase  Date),  the        Outstanding Amount of the Purchased Securities then subject to such Transaction        is  less  than  the  Buyer’s  Margin  Amount  for  such  Transaction  (a  “Margin        Deficit”), then Buyer, may by notice to Seller require Seller to transfer to Buyer        an  amount  of  cash  so  that  the  sum  of  such  transferred  cash  together  with  the        Outstanding Amount of the Purchased Securities will thereupon equal or exceed        such Buyer’s Margin Amount.”               (b)   Margin Excess Inapplicable.  The provisions of Paragraph 4(b) of the SIFMA  Master  shall  not  apply  to  Transactions  under  this  Agreement,  and  all  references  thereto  or  to  “Margin Excess” in the SIFMA Master shall be disregarded.               (c)   Margin Deficit Cures.  Paragraph 4(c) of the SIFMA Master is hereby  amended and restated in its entirety to read as follows:          “If any notice is given (or deemed given) by Buyer under subparagraph (a) of this        Paragraph,  Seller  shall  transfer  cash  as  provided  in  such  subparagraph  no  later        than  the  second  Business  Day  following  its  receipt  (or  deemed  receipt)  of  such        notice; provided, that if such notice is given (or deemed given) in connection with        any  prepayment  on  account  of  principal  owing  under  the  Purchased  Securities,        Seller  shall  transfer  such  cash  to  Buyer  on  the  same  day  concurrently  with  (or        immediately  following)  Seller’s receipt  of  such  prepayment.  In  connection  with        any such receipt of funds, Buyer may apply such funds to the unpaid Repurchase        Price with respect to outstanding Transactions under this Agreement.”               (d)   No Additional Purchased Securities.  There shall be no Additional Purchased  Securities  in  connection  with  any  Transactions  under  this  Agreement,  and  all  references  in  the  SIFMA Master thereto shall be disregarded for purposes hereof.               (e)   Threshold.   In  accordance  with  Paragraph  4(e)  of  the  SIFMA  Master,  the  Parties agree that the rights of Buyer under Paragraph 4(a) of the SIFMA Master, as amended by this  Annex I, to require the elimination of any Margin Deficit may be exercised only where such Margin  Deficit exceeds $1 million.               (f)   Reporting of Margin Deficits.  Seller (or Seller Party Agent on Seller’s behalf)  shall  provide  Buyer  with  the  notices  required  pursuant  to  Section  5.3(q)  of  the  Framework  Agreement  and,  upon  delivery  of  any  such  notice,  Buyer  shall  be  automatically  deemed  to  have                                           -6- 





 






  delivered  a  concurrent  notice  to  Seller  exercising  its  rights  under  Paragraph  4(a)  of  the  SIFMA  Master, as amended by this Annex I, to require the elimination of such Margin Deficit.         5.    Income Payments.  Notwithstanding anything to the contrary in Paragraph 5 of the  SIFMA Master, unless an Event of Default with respect to Seller shall have occurred and (i) such  Event of Default is continuing and (ii) Buyer has exercised remedies with respect to the Purchased  Securities under Paragraph 11(d) of the SIFMA Master, as amended by this Annex I, Seller shall be  entitled  to  receive  and  retain  all  Income  paid  or  distributed  on  or  in  respect  of  the  Purchased  Securities.  All references in this Agreement to Income received by Buyer prior to such an Event of  Default shall be disregarded.          6.    Security Interest.  Paragraph 6 of the SIFMA Master is hereby amended and restated  in its entirety to read as follows:         “(a)  Seller hereby grants to Buyer a first priority security interest in all of Seller’s        right, title, benefit and interest the Purchased Securities sold in each Transaction        entered  into  under  this  Agreement  and  all  proceeds  thereof  (collectively,  the        “Collateral”) to secure the Seller’s obligations under the Transaction Agreements        (the  “Secured  Obligations”).  This  Agreement  shall  create  a  continuing  security        interest in the Collateral and shall remain in full force and effect (notwithstanding        any  repurchase  by  Seller  of  Purchased  Securities  under  an  expiring  Transaction        and  simultaneous  purchase  by  Buyer  of  such  Purchased  Securities  under  a        subsequent  Transaction)  until  all  unpaid  Repurchase  Price  with  respect  to        outstanding Transactions under this Agreement has been indefeasibly paid in full        (without application of any set off or netting).  Buyer shall have, with respect to        all the Collateral, in addition to all other rights and remedies available to Buyer        under the Transaction Agreements, all the rights and remedies of a secured party        under the Uniform Commercial Code as in effect in any applicable jurisdiction.         (b)  Seller  hereby  authorizes  Buyer  to  file  such  financing  statements  (and        continuation  statements  with  respect  to  such  financing  statements  when        applicable) as may be necessary to perfect the security interest granted pursuant to        the foregoing Paragraph 6(a) under the Uniform Commercial Code of the relevant        jurisdiction.           (c)   The  security  interest  granted  pursuant  to  the  foregoing  Paragraph  6(a)  is        released by Buyer at such time when all unpaid Repurchase Price with respect to        outstanding Transactions under this Agreement has been indefeasibly paid in full        (without  application  of  any  set  off  or  netting),  without  further  action  by  any        Person.   Upon  such  payment  and  termination  of  this  Agreement,  Buyer  hereby        agrees,  at  Seller’s  expense,  to  (x)  file  appropriate  financing  statement        amendments  to  reflect  such  release  and  (y)  execute  and  deliver  such  other        documents as Seller may reasonably request to further evidence such release.”                                           -7- 





 






        7.    Payment  and  Transfer.   Notwithstanding  anything  in  Paragraph  7  of  the  SIFMA  Master  to  the  contrary,  and  except  as  otherwise provided  below,  all  transfers  of  Securities  by  one  party to the other party in connection with any Transaction shall occur by delivery to the other party  of  the  Original  Note  in  such  party’s  possession,  and  shall  also  be  reflected  as  having  been  so  transferred  in  the  Seller’s  books  and  records.   In  the  event  that  the  expiration  of  an  outstanding  Transaction  coincides  with  the  entry  into  a  subsequent  Transaction  hereunder  as  contemplated  by  Paragraph 3(d) of this Annex I, the Purchased Securities under such expiring Transaction shall, in  lieu  of  being  transferred  back  to  Seller,  become  Purchased  Securities  under  such subsequent  Transaction, and title to such Purchased Securities shall remain continuously vested in Buyer.  In the  event that the expiration of an outstanding Transaction on a Repurchase Date does not coincide with  entry  into  a  such  a  subsequent  Transaction,  however,  then  upon  Seller’s  payment  in  full  of  the  Repurchase  Price  with  respect  to  the  expiring  Transaction  (without application  of  any  set  off  or  netting), the Purchased Securities shall be automatically deemed to be transferred and assigned from  Buyer  to  Seller  without  further  evidence  thereof  and  Buyer  shall  promptly  redeliver  the  Original  Note to Seller or its agent.         8.    Rehypothecation  of  Purchased  Securities.   Paragraph  8  of  the  SIFMA  Master  is  hereby amended and restated in its entirety to read as follows:         “Notwithstanding anything herein to the contrary, unless an Event of Default shall        have occurred and be continuing with respect to Seller, Buyer shall be prohibited        from  engaging  in  repurchase  transactions  with  the  Purchased  Securities  or        otherwise selling,  transferring,  pledging  or  hypothecating  the  Purchased        Securities.”         9.    Substitution.  The provisions of Paragraph 9 of the SIFMA Master shall not apply to  Transactions under this Agreement, and all terms and provisions thereof and references thereto shall  be disregarded for purposes of this Agreement.         10.   Representations.  The representations and warranties set forth in Paragraph 10 of the  SIFMA Master are hereby deleted in the case of Buyer and, in the case of Seller, are hereby replaced  with the representations and warranties set forth in Section 5.1 of the Framework Agreement.  It is  acknowledged that Seller is also making the representations and warranties set forth in Section 5.2 of  the Framework Agreement with respect to the Purchased Securities.         11.   Events of Default.               (a)   Replacement Events of Default.  The Events of Default set forth in Paragraph  11 of the SIFMA Master (i) to the extent applicable to Seller, are hereby replaced with the Events of  Default  set  forth  in  the  definition  thereof  in  the  Framework  Agreement  and  (ii)  to  the  extent  applicable to Buyer, are hereby deleted, subject to the provisions set forth in Paragraph 11(d) of this  Annex  I,  below.   Except  for  the  provisions  set  forth  in  Paragraph  11(d)  of  this  Annex  I,  all  provisions  in  Paragraph  11 and  elsewhere  in  the  SIFMA  Master,  to  the  extent  relating  to  the                                          -8- 





 






  occurrence of any such Event of Default with respect to Buyer or any rights or remedies afforded to  Seller  in  connection  therewith,  shall  be  disregarded  for  purposes  of  this  Agreement.   The  introductory paragraph of Paragraph 11 of the SIFMA Master is hereby amended and restated in its  entirety to read as follows:  “If an Event of Default has occurred and is continuing:”.               (b)   Remedies.   Paragraph  11(d)  of  the  SIFMA  Master  is  hereby  amended  and  restated in its entirety to read as follows:         “If  Buyer  exercises  or  is  deemed  to  have  exercised  the  option  referred  to  in        subparagraph  (a)  of  this  Paragraph, Buyer may,  at  its  discretion and  with  such        notice  to Seller  as  may  be  required  by  applicable  law,  immediately (i)  take        possession  of  any  or  all  Purchased  Securities  subject  to  any  outstanding        Transactions, at its discretion; (ii) subject to the requirements of applicable law,        sell  any  or  all  such  Purchased  Securities,  at  such  price  or  prices  as  Buyer  may        reasonably  deem  satisfactory,  and  apply the  proceeds  thereof  to  amounts  owing        by  Seller  hereunder  or  under  any  of  the  other  Transaction  Agreements  (it  being        understood, for the avoidance of doubt, that Seller shall remain liable to the Buyer        for  the  excess of  such  amounts  owing  by  Seller  over  any  sale  proceeds  so        applied); and (iii) generally exercise any and all rights afforded to a secured party        under the Uniform Commercial Code or other applicable law.”               (c)   Replacement  Securities  Inapplicable.   The  provisions  of  Paragraphs  11(c),  11(e), and 11(f) of the SIFMA Master shall not apply to Transactions under this Agreement, and all  terms  and  provisions  thereof  and  references  thereto  (including  any  references  to  “Replacement  Securities”) shall be disregarded for purposes of this Agreement.               (d)   Buyer Event of Default.  The failure of Buyer to (i) promptly redeliver the  Original Note to Seller or its agent when and as required pursuant to Paragraph 7 of this Annex I (it  being understood, for the avoidance of doubt, that such redelivery obligation is subject to (A)  Seller’s payment in full of the Repurchase Price with respect to the applicable outstanding  Transaction without application of any set off or netting and (B) Buyer’s rights pursuant to  Paragraph 11(d) of the SIFMA Master (as amended by this Annex I) to sell, dispose of or otherwise  exercise remedies with respect to the Purchased Securities in connection with an Event of Default  with respect to Seller) or (ii) comply with Paragraph 8 of this Annex I, in either case, shall be an  Event of Default with respect to Buyer.  Upon the occurrence of any such Event of Default, Buyer  shall be liable to Seller for the amount of all reasonable legal or other expenses incurred by Seller  and/or Outfront Media Receivables TRS, LLC in connection with or as a result of such Event of  Default and any other loss, damage, cost or expense directly arising or resulting from the occurrence  of such Event of Default, including without limitation any costs incurred to recover the Original  Note and any damages resulting from Buyer or another party acquiring the Original Note through  Buyer presenting such Original Note to Outfront Media Receivables TRS, LLC for payment.  In the  event of an Event of Default with respect to Buyer, Seller shall have, in addition to its rights  hereunder, any rights otherwise available to it under any other agreement or applicable law.                                           -9- 





 






        12.   Payment  of  Price  Differential.   With  respect  to  any  Transaction  under  this  Agreement,  and  notwithstanding  anything  in  this  Agreement  to  the  contrary,  the  portion  of  the  Repurchase Price for such Transaction consisting of the Price Differential shall, in all circumstances,  be  paid  by  Seller  (or  by Seller  Party Agent  on  Seller’s  behalf)  by  wire  transfer  of  immediately  available funds to the account of Buyer set forth in Schedule 2 to the Framework Agreement on the  Repurchase Date for such Transaction (or, if such Repurchase Date is not a Monthly Date, on the  earlier  of  (i)  next  succeeding  Monthly  Date  to  occur  following  such  Repurchase  Date  or  (ii)  the  Facility  Expiration  Date),  and  such  payment  of  the  Price  Differential  shall  not  be  subject  to  any  setoff, netting or other application by Seller against other amounts, whether pursuant to Paragraph 12  of the SIFMA Master or otherwise.         13.   Miscellaneous.               (a)   Termination  of  Agreement.   The  last  sentence  of  Paragraph  15(a)  of  the  SIFMA Master is hereby amended and restated to read as follows:         “This Agreement shall terminate on the Facility Expiration Date, except that this        Agreement  shall,  notwithstanding  such  termination,  remain  applicable  to  any        Transactions then outstanding.”               (b)   Notices.  The provisions of Paragraph 13 of the SIFMA Master are hereby  deleted, and shall be deemed to have been replaced with the provisions of Section 9.8 of the  Framework Agreement, which are hereby incorporated by reference.               (c)   Other Inapplicable Provisions.  Paragraphs 18 and 20 of the SIFMA Master  shall not be applicable to Transactions under this Agreement, and all terms and provisions thereof  and references thereto shall be disregarded for purposes of this Agreement.         _____________________________________                                           -10- 





 






                                           EXHIBIT A                                 FORM OF CONFIRMATION                                                Dated:                     [Date]                             To:                        Outfront     Media       Outernet      Inc.      (“Counterparty”)                             [ ]                             [ ]                             [ ]    Attention:                 [Documentation]                             Email: [ ]    From:                      MUFG Bank, Ltd. (“MUFG”)                                                          Tel: [ ]                             Email: [ ]                               Re:    Confirmation of a Repurchase Transaction  ____________________________________________________________________________________________    Dear Outfront Media Outernet Inc.:    The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the above referenced  transaction entered into between Counterparty and MUFG on the Purchase Date specified below (the “Transaction”).      This Confirmation constitutes a “Confirmation” as referred to in the Master Repurchase Agreement specified below.    The definitions and provisions contained in such Master Repurchase Agreement are incorporated into this Confirmation.   In the event of any inconsistency between such Master Repurchase Agreement and this Confirmation, this Confirmation  will  govern; provided,  for  the  avoidance  of  doubt,  that  the  applicable  Repurchase  Date,  Price  Differential  and  Repurchase  Price  will  be determined  in accordance  with  the definitions  thereof  as  set  forth  in the  Master Repurchase  Agreement.    1.     This  Confirmation  supplements,  forms  part  of,  and  is  subject  to,  the  1996  SIFMA  Master  Repurchase  Agreement,  dated  as  of  July  19,  2019,  including  Annex  I  thereto  and  as  amended  thereby  (as  further  amended  and  supplemented  from  time  to  time,  the  “Master  Repurchase  Agreement”),  between  Counterparty  and  MUFG.   All  provisions contained in the Master Repurchase Agreement govern this Confirmation except as expressly modified below.     The terms of the particular Transaction to which this Confirmation relates are as follows:    2.     General Terms:         Purchase Date:                [Date]       Purchase Price:               $[     ]       Buyer:                        MUFG       Seller:                       Counterparty     





 






         Purchased Securities:         the TRS Seller Note       Pricing Rate                  [      ]          Repurchase Date:              [Date]1       Repurchase Price:             $[     ]2          Price Differential:           $[     ]         3.     Governing law:      Unless otherwise provided in the Master Repurchase Agreement (in which case the                             law so specified shall govern), this Confirmation shall be governed by and construed                             in accordance with the laws as specified in the Master Repurchase Agreement.                                           [Remainder of page intentionally left blank]                                                          1 To be scheduled as the earlier of (i) the Facility Expiration Date or (ii) the next Monthly Date to occur following the  Purchase Date.  2 Stated amounts for Repurchase Price and Price Differential are indicative based on initial Purchase Price, Pricing Rate  and scheduled Repurchase Date.                                               -2- 





 






                                                   Please  confirm  that  the  foregoing  correctly  sets  forth  the  terms  of  our  agreement  by  executing  the  copy  of  this  Confirmation enclosed for that purpose and returning it to us by electronic mail or by facsimile transmission to telecopier  No. [        ].    Very truly yours,    MUFG BANK, LTD.      By: _______________________     Name:     Title:          Confirmed as of the date first above written:    OUTFRONT MEDIA OUTERNET INC.         By: Outfront Media LLC, as Seller Party Agent          By: _______________________         Name:         Title:                                                                -3-