EXECUTION COPY


 


AMENDMENT NO. 7


 


AMENDMENT NO. 7 dated as of January 17, 2006 to the Credit Agreement referred to below, between MDC Partners Inc., a Canadian corporation (“MDC Partners”), Maxxcom Inc., an Ontario corporation (“Maxxcom Canada”), Maxxcom Inc., a Delaware corporation (“Maxxcom U.S.” and together with MDC Partners and Maxxcom Canada, the “Borrowers”), each of the Lenders identified under the caption “LENDERS” on the signature pages hereto and JPMorgan Chase Bank, N.A., as U.S. administrative agent for the Lenders (in such capacity, the “U.S. Administrative Agent”).


 


The Borrowers, the Lenders party thereto (individually, a “Lender” and, collectively, the “Lenders”), the U.S. Administrative Agent, JPMCB, as Collateral Agent (in such capacity, the “Collateral Agent”), and JPMCB, Toronto Branch, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent” and together with the U.S. Administrative Agent, the “Administrative Agents”) are parties to a Credit Agreement dated as of September 22, 2004 (as amended, the “Credit Agreement”).  The Borrowers and the Required Lenders wish to amend the
Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:


 


Section 1.  Definitions.  Capitalized terms used in this Amendment No. 7 and not otherwise defined are used herein as defined in the Credit Agreement (as amended hereby).


 


Section 2.  Amendments.  Effective as provided in Section 5 hereof, the Credit Agreement shall be amended as follows:


 


2.01.  References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.


 


2.02.       Section 7.06 of the Credit Agreement is hereby amended by (i) relettering the existing clause (o) thereof to “(p)”and (ii) inserting new clause (o) to read as follows:


 


“(o) Investments in Pegasus Partners III, L.P. in an aggregate amount not exceeding U.S. $700,000.”


Section 3.  Representations and Warranties.  Each Borrower represents and warrants (as to itself and each of its Subsidiaries) to the Agents and  Lenders that (a) the representations and warranties set forth in Article V of the Credit Agreement, as amended hereby, and in each of the other Loan Documents are complete and correct on the date hereof as if made on and as of such date and as if each reference in said Article V to “this Agreement” included reference to this Amendment No. 7 and (b) no Default shall have occurred and be continuing under the Credit Agreement, as amended hereby.


 


Section 4.  Confirmation of Security Documents.  Each of the Borrowers hereby confirms and ratifies all of its obligations under the Loan Documents to which it is a party, including its obligations as a guarantor under Article III of the Credit Agreement as amended hereby.  By its execution on the respective signature lines provided below, each of the Guarantors hereby confirms and ratifies all of its obligations and the Liens granted by it under the Security Documents to which it is a party, represents and warrants that the representations and warranties set forth in such Security Documents are complete and correct on the date hereof as if made on and as of such date and confirms that all references in such 


 





 








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Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended hereby without impairing any such obligations or Liens in any respect.


 


Section 5.  Conditions Precedent to Effectiveness.  The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon receipt by the U.S. Administrative Agent of one or more counterparts of this Amendment No. 7 executed by the Obligors and the Required Lenders.


 


Section 6.  Miscellaneous.  Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect.  This Amendment No. 7 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment No. 7 by signing any such counterpart.  This Amendment No. 7 shall be governed by, and construed in accordance with, the law of the State of New York.


 


 


 








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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7 to be duly executed and delivered as of the day and year first above written.


 


MDC PARTNERS INC.


 




By:________________________________

 Name:

Title: Authorized Signatory

 

By:________________________________

 Name:

Title: Authorized Signatory

 

 

 


MAXXCOM INC., an Ontario corporation


 




By:________________________________

 Name:

Title: Authorized Signatory

 

By:________________________________

 Name:

Title: Authorized Signatory

 

 


 


MAXXCOM INC., a Delaware corporation


 




By:________________________________

 Name:

Title: Authorized Signatory

 

By:________________________________

 Name:

Title: Authorized Signatory

 


 





 








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Agreed as set forth in Section 4 above:


 


GUARANTORS



	
            Signed sealed and delivered by the attorney of Placard Pty Ltd ACN 074 646 343 under power of attorney and who has received no notice of the revocation of the power, in the presence of:
 	
             
 
	
            . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 Signature of witness
 	
            . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 Signature of attorney
 
	
            Name of witness: Ray Forzley
 	
            Name of attorney: Walter Campbell
 



 


 





 








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1208075 ONTARIO LIMITED


1220777 ONTARIO LIMITED


1385544 ONTARIO LIMITED


2026646 ONTARIO LIMITED


656712 ONTARIO LIMITED 


AMBROSE CARR LINTON CARROLL INC.


ASHTON POTTER CANADA INC.


ASHTON-POTTER CANADA LTD.


BRUCE MAU DESIGN INC.


BRUCE MAU HOLDINGS LTD.


CAMPBELL + PARTNERS COMMUNICATIONS LTD.


COMPUTER COMPOSITION OF CANADA INC.


HENDERSON BAS


MAXXCOM (NOVA SCOTIA) CORP.


MAXXCOM INTERACTIVE INC.


METACA CORPORATION


STUDIOTYPE INC.


TREE CITY INC.


 


 





By:________________________________

 Name:

Title: Authorized Signatory

 

By:________________________________

 Name:

Title: Authorized Signatory

 


 



 





 








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ACCENT ACQUISITION CO.


ACCENT INTERNATIONAL, INC.


ACCENT MARKETING SERVICES, L.L.C.


ASHTON-POTTER (USA) LTD.


BRATSKEIR & COMPANY, INC.


CHINNICI DIRECT, INC.


CMS U.S. HOLDCO, INC.


COLLE & MCVOY, INC.


CPB ACQUISITION INC.


CRISPIN PORTER & BOGUSKY LLC


DOTGLU LLC


FLETCHER MARTIN LLC


FMA ACQUISITION CO.


HELLO ACQUISITION INC.


KBP HOLDINGS LLC


KIRSHENBAUM BOND & PARTNERS LLC


KIRSHENBAUM BOND & PARTNERS WEST LLC


LAFAYETTE PRODUCTIONS LLC


MACKENZIE MARKETING, INC.


MARGEOTES/FERTITTA + PARTNERS LLC


MAXXCOM (USA) FINANCE COMPANY


MAXXCOM (USA) HOLDINGS INC.


MDC USA HOLDINGS INC.


MDC/KBP ACQUISITION INC.


MF+P ACQUISITION CO.


MONO ADVERTISING, LLC


PRO-IMAGE CORPORATION


SABLE ADVERTISING SYSTEMS, INC.


SMI ACQUISITION CO.


SOURCE MARKETING LLC


TARGETCOM LLC


VITROROBERTSON LLC


ZG ACQUISITION INC.


ZYMAN GROUP, LLC


 


 



 




By:________________________________

 Name:

Title: Authorized Signatory

 

By:________________________________

 Name:

Title: Authorized Signatory

 



 


 


 





 








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LENDERS


 


JPMORGAN CHASE BANK, N.A.


 


By:________________________________


 Name:

Title: 

 


JPMORGAN CHASE BANK, N.A., TORONTO 


BRANCH


 


By:________________________________


 Name:

Title: 










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BANK OF MONTREAL (CHICAGO BRANCH)


 


By:________________________________


 Name:

Title: 

 


BANK OF MONTREAL


 


By:________________________________


 Name:

Title: 

 





 








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THE BANK OF NOVA SCOTIA, by its Atlanta Agency


 


By:________________________________


 Name:

Title: 

 


THE BANK OF NOVA SCOTIA


 


By:________________________________


 Name:

Title: 

 


By:________________________________


 Name:

Title: 




 








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TORONTO DOMINION (TEXAS) INC.


 


By:________________________________


 Name:

Title: 

 


THE TORONTO-DOMINION BANK


 


By:________________________________


 Name:

Title: 




 








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CIBC INC.


 


By:________________________________


 Name:

Title: 



 

CANADIAN IMPERIAL BANK OF COMMERCE


 


By:________________________________


 Name:

Title: 

  



By:________________________________

 Name:

Title: