Exhibit 10.1.2


 


SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT


 


THIS SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), with an effective date of February [    ],
2014, is by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company,
as the agent for the Lenders (in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"),
Maxxcom Inc.,
a Delaware corporation ("Borrower"), and each of the Subsidiaries of Parent identified on the signature pages
hereof (together with Parent and Borrower, the "Loan Parties").


 


WHEREAS, Parent, Borrower,
the other Loan Parties, Agent, and Lenders are parties to that certain Amended and Restated Credit Agreement dated as of March
20, 2013 (as amended, modified or supplemented from time to time, the "Credit Agreement");


 


WHEREAS, Borrower has
advised Agent and Lenders that Parent (or a newly formed Subsidiary of Parent) intends to enter into an agreement to purchase substantially
all the assets of Kingsdale Shareholder Services Inc., a corporation continued under the laws of Ontario (the "Kingsdale
Acquisition")


 


WHEREAS, in connection
with the Kingsdale Acquisition, Borrower, Agent and the Lenders have agreed to amend and modify the Credit Agreement as provided
herein, subject to the terms and provisions hereof.


 


NOW THEREFORE, in consideration
of the premises and mutual agreements herein contained, the parties hereto agree as follows:


 


1.             Defined
Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the
Credit Agreement.


 


2.             Amendments
to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 below and in reliance upon
the representations and warranties of the Loan Parties set forth in Section 5 below, the Credit Agreement is hereby amended
as follows:


 


(a)          Article
5 of the Credit Agreement is hereby amended to add the following Section 5.19 at the end thereof:


 


"5.19. Sweep of Kingsdale
Accounts. The Loan Parties shall, or shall cause Kingsdale to, on a monthly basis (or on a more frequent basis if requested
by Agent at any time after an Event of Default has occurred and is continuing) wire all Trust Account Spread Amounts in each Kingsdale
Account to a Controlled Account, provided, that (x) with respect to Kingsdale Accounts located in the United States, so
long as no Event of Default has occurred and is continuing, only the portion of Trust Account Spread Amounts on deposit in such
Kingsdale Accounts in excess of an aggregate US Dollar Equivalent amount equal to (i) $6,000,000 less (ii) the aggregate Dollar
Equivalent amount on deposit in all Deposit Accounts referenced in Section 6.11(b)(i) shall be required to be wired to a Controlled
Account pursuant to this Section 5.19 and (y) with respect to Kingsdale Accounts located outside the United States, so long as
no Event of Default has occurred and is continuing, only the portion of Trust Account Spread Amounts on deposit in such Kingsdale
Accounts in excess of an aggregate US Dollar Equivalent amount equal to (i) $15,000,000 less (ii) the aggregate Dollar Equivalent
amount on deposit in all Deposit Accounts referenced in Section 6.11(b)(ii) shall be required to be wired to a Controlled Account
pursuant to this Section 5.19."


 




    	 



    	 



    

 


(b)          Section
6.11(b) of the Credit Agreement is hereby amended to restate the first sentence thereof in its entirety as follows:


 


(b) Other than
(i) with respect to Deposit Accounts located in the United States, an aggregate Dollar Equivalent amount of not more than $6,000,000
at any one time for a period of more than 4 consecutive days, in the case of Parent and its Subsidiaries, (ii) with respect to
Deposit Accounts located outside the United States, an aggregate Dollar Equivalent amount of not more than $15,000,000 at any one
time for a period of more than 4 consecutive days, in the case of Parent and its Subsidiaries, (iii) amounts deposited into Deposit
Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent's
or its Subsidiaries' employees, (iv) amounts up to $500,000 deposited into Deposit Accounts specifically and exclusively used for
the payment of sales taxes by Parent's or its Subsidiaries', (v) Deposit Accounts of any Loan Party or any Subsidiary of Parent
which was the target of a Permitted Acquisition, for a period of no more than 45 consecutive Business Days after the consummation
of such Permitted Acquisition, (vi) with respect to segregated Deposit Accounts specifically and exclusively used to hold only
designated media and production-related advances made to a Loan Party by a customer of such Loan Party (and in which no Loan Party
has any interest), and (vii) with respect to the Kingsdale Accounts, make, acquire, or permit to exist Permitted Investments consisting
of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless (x) Parent or its Subsidiary,
as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such
Permitted Investments in order to perfect (and further establish) Agent's Liens in such Permitted Investments and (y) any such
cash, Cash Equivalents or amounts credited to Deposit Accounts or Securities Accounts are maintained at a Controlled Account Bank
(as defined in the US Security Agreement).


 


(c)          Section
8.2 of the Credit Agreement is hereby amended to delete the reference therein to "5.15 or 5.17 of this Agreement"
and replace it with the following: "5.15, 5.17 or 5.19 of this Agreement."


 


(d)          Schedule
1.1 to the Credit Agreement is hereby amended to insert the following definition of "Kingsdale", "Kingsdale
Accounts" and "Trust Account Spread Amounts" in the proper place alphabetically:


 


"Kingsdale"
means Kingsdale Partners LP, an Ontario limited partnership.


 




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"Kingsdale Accounts"
means segregated trust or escrow accounts in the name of Kingsdale maintained with a bank reasonably acceptable to Agent and specifically
and exclusively used to hold funds of third parties (in which no Loan Party has any beneficial interest) in connection with depositary
services provided by Kingsdale in the ordinary course of business for mergers, acquisitions, exchange offers and other similar
corporate transactions; provided, that, subject to Section 5.19, there may be Trust Account Spread Amounts on deposit
from time to time in such accounts.


 


"Trust Account Spread
Amounts" means, with respect to any Kingsdale Account, the aggregate Dollar Equivalent amount on deposit in such Kingsdale
account of all interest and foreign exchange charges accrued on the third party funds on deposit in such Kingsdale Account, to
the extent such interest and foreign exchange charges are owned by or for the benefit of Kingsdale.


 


(e)          Schedule
1.1 to the Credit Agreement is hereby amended to amend and restate clause (l) of the definition of Permitted Indebtedness in its
entirety as follows:


 


"(l) unsecured Indebtedness
incurred in respect of netting services, overdraft protection, employee credit card programs, automatic clearinghouse arrangements,
escrow or trust account arrangements, other cash management and other like services, in each case, incurred in the ordinary course
of business."


 


(f)          Schedule
5.2 to the Credit Agreement is hereby amended to amend and restate clause (d) thereof in its entirety as follows:


 


"(d)   a
detailed report, on a consolidated basis, regarding Loan Parties' cash and Cash Equivalents, including (i) a cash report indicating
restricted and unrestricted cash, (ii) an indication of which amounts constitute Qualified Cash, (iii) the daily cash report by
agency and (iv) an indication of amounts on deposit in the Kingsdale Accounts that constitute Trust Account Spread Amounts."


 


3.             Ratification;
Other Acknowledgments. This Amendment, subject to satisfaction of the conditions provided below, shall constitute an amendment
to the Credit Agreement and all of the other Loan Documents as appropriate to express the agreements contained herein. The Credit
Agreement (other than as amended by this Amendment) and the other Loan Documents shall remain unchanged and in full force and effect
in accordance with their original terms.


 


4.             Conditions
to Effectiveness. This Amendment shall become effective as of the date hereof and upon the satisfaction of the following conditions
precedent:


 


(a)          Agent
shall have received a fully executed copy of this Amendment;


 


(b)          No
Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of
this Amendment; and


 


(c)          The
Kingsdale Acquisition shall have been consummated in accordance with the terms of the purchase documents entered into in connection
therewith (the "Kingsdale Purchase Documents".


 




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5.             Representations
and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby represents and warrants
to Agent and Lenders, after giving effect to this Amendment:


 


(a)          All
representations and warranties contained in the Credit Agreement (as amended by this Amendment) and the other Loan Documents are
true and correct on and as of the date of this Amendment, in each case as if then made, other than representations and warranties
that expressly relate solely to an earlier date (in which case such representations and warranties were true and correct on and
as of such earlier date);


 


(b)          No
Default or Event of Default has occurred and is continuing;


 


(c)          The
execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of
such Loan Party;


 


(d)          This
Amendment has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement
may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or
limiting creditors' rights generally; and


 


(e)          Each
of the conditions set forth in the definition of "Permitted Acquisition" has been satisfied with respect to the Kingsdale
Acquisition, and the Kingsdale Acquisition has been consummated in accordance with the terms of the Kingsdale Purchase Documents.


 


6.              Miscellaneous.


 


(a)          Expenses.
Borrower agrees to pay on demand all costs and expenses of Agent (including the reasonable fees and expenses of outside counsel
for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other
instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations
provided herein shall survive any termination of this Amendment and the Credit Agreement as amended hereby.


 


(b)          Governing
Law. This Amendment shall be a contract made under and governed by the internal laws of the State of New York.


 


(c)          Counterparts.
This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and
each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment. Receipt by telecopy or electronic mail of any executed signature page to this Amendment
shall constitute effective delivery of such signature page.


 




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(d)          References.
Any references in the Credit Agreement to "this Agreement", and any references to the Credit Agreement contained in any
document, instrument or agreement executed in connection with the Credit Agreement shall be deemed to be a reference to the Credit
Agreement as modified by this Amendment.


 


(e)          Loan
Document. This Amendment shall constitute a "Loan Document" as defined in the Credit Agreement.


 


(f)          No
Waiver of Rights. Except as expressly set forth herein, the terms and provisions set forth in this Amendment shall not be deemed
to be a consent to the modification or waiver of any other term or condition of the Credit Agreement, and shall not be deemed to
waive or modify any rights of Agent or the Lenders.


 


7.             Release.


 


(a)          In
consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal
representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders,
and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors,
directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being
hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of
and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money,
accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities
whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known
or unknown, suspected or unsuspected, both at law and in equity, which such Loan Party or any of its respective successors, assigns,
or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for,
upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date
of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any
of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.


 


(b)          Each
Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense
and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or
attempted in breach of the provisions of such release.


 


(c)          Each
Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter
be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. 


 


	 	MDC PARTNERS INC., a federal company
	 	organized under the laws of Canada
	 	 	 
	 	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


 


Signature Pages to Second Amendment to Amended and Restated
Credit Agreement


 




    	 



    	 



    

 


6 DEGREES INTEGRATED COMMUNICATIONS
CORP


 


72ANDSUNNY PARTNERS, LLC


 


ACCENT MARKETING SERVICES, L.L.C.


 


ACCUMARK PARTNERS INC. (formerly
known as 6 Degrees Integrated Communications Inc.)


 


ALLISON & PARTNERS LLC


 


ANOMALY PARTNERS LLC


 


ANOMALY INC.


 


ATTENTION PARTNERS LLC


 


BOOM MARKETING INC.


 


BRUCE MAU DESIGN INC.


 


BRUCE MAU DESIGN (USA) LLC


 


BRUCE MAU HOLDINGS LTD.


 


BRYAN MILLS IRADESSO CORP.


 


CAPITAL C PARTNERS GP INC.


 


CAPITAL C PARTNERS LP

By: Capital C Partners GP Inc.

      Its general partner


 


COLLE & MCVOY LLC


 


COMPUTER COMPOSITION OF CANADA LP


By: MDC Canada GP Inc.

       Its general partner


 


CONCENTRIC PARTNERS LLC


 


CRISPIN PORTER & BOGUSKY EUROPE AB


 


CRISPIN PORTER & BOGUSKY LLC


 


DONER PARTNERS LLC


 


DOTGLU LLC


 


Signature Pages to Second Amendment to Amended and Restated
Credit Agreement


 




    	 



    	 



    

 


HELLO DESIGN, LLC


 


HL GROUP PARTNERS LLC


 


INTEGRATED MEDIA SOLUTIONS
PARTNERS LLC


 


KBP HOLDINGS LLC


 


KBS+P ATLANTA LLC (formerly
known as Fletcher Martin LLC)


 


KBS+P CANADA LP KBS+P CANADA SEC


By: MDC Canada GP Inc.

 Its general partner


 


KENNA COMMUNICATIONS GP INC.


 


KENNA COMMUNICATIONS LP


By: Kenna Communications GP Inc.

      Its general partner


 


KIRSHENBAUM BOND SENECAL &
PARTNERS LLC (formerly known as Kirshenbaum Bond & Partners LLC)


 


KIRSHENBAUM BOND & PARTNERS
WEST LLC


 


KWITTKEN PR LLC


 


LAIRD + PARTNERS NEW YORK LLC


 


LBN PARTNERS LLC


 


LUNTZ GLOBAL PARTNERS LLC


 


MAXXCOM GLOBAL MEDIA LLC


 


MAXXCOM INC.


 


MAXXCOM (USA) FINANCE COMPANY


 


MAXXCOM (USA) HOLDINGS INC.


 


MDC ACQUISITION INC.


 


MDC CANADA GP INC.


 


MDC CORPORATE (US) INC.


 


Signature Pages to Second Amendment to Amended and Restated
Credit Agreement


 




    	 



    	 



    

 


MDC INNOVATION PARTNERS LLC
(d/b/a Spies & Assassins)


 


MDC TRAVEL, INC.


 


MONO ADVERTISING, LLC


 


NEW TEAM LLC


 


NORTHSTAR MANAGEMENT HOLDCO INC.


 


NORTHSTAR RESEARCH GP LLC


 


NORTHSTAR RESEARCH HOLDINGS
CANADA INC.


 


NORTHSTAR RESEARCH HOLDINGS USA LP


 


NORTHSTAR RESEARCH PARTNERS INC.


 


NORTHSTAR RESEARCH PARTNERS
(USA) LLC


 


OUTERACTIVE, LLC


 


PULSE MARKETING, LLC


 


REDSCOUT LLC


 


RELEVENT PARTNERS LLC


 


RJ PALMER PARTNERS LLC


 


SKINNY NYC LLC


 


SLOANE & COMPANY LLC


 


SOURCE MARKETING LLC


 


STUDIO PICA INC.


 


TARGETCAST LLC


 


TARGETCOM LLC


 


TC ACQUISITION INC.


 


THE ARSENAL LLC (formerly
known as Team Holdings LLC)


 


Signature Pages to Second Amendment to Amended and Restated
Credit Agreement


 




    	 



    	 



    

 


TRACK 21 LLC


 


TRADE X PARTNERS LLC


 


UNION ADVERTISING CANADA LP


By: MDC Canada GP Inc.

       Its general partner


 


VARICK MEDIA MANAGEMENT LLC


 


VERITAS COMMUNICATIONS INC.


 


VITRO PARTNERS LLC


 


VITROROBERTSON LLC


 


X CONNECTIONS INC.


 


YAMAMOTO MOSS MACKENZIE, INC.


 


ZYMAN GROUP, LLC


 


	 	By:	 
	 	Name:	 
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	
        Authorized Signatory

         



 


Signature Pages to Second Amendment to Amended and Restated
Credit Agreement


 




    	 



    	 



    

 


 


	 	WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, as Agent and as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	JPMorgan Chase Bank, N.A., as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Bank of Montreal, as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Goldman Sachs Lending Partners LLC, as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	NYCB SPECIALTY FINANCE COMPANY, LLC, as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Pages to Second Amendment to Amended and Restated
Credit Agreement