Exhibit 4.1


 


SECOND
Supplemental Indenture


 


This Second Supplemental
Indenture, dated as of January 13, 2021 (this “Supplemental Indenture”), among MDC Partners Inc., a corporation
continued under the laws of Canada (the “Company”), the Note Guarantors party hereto and The Bank of New York
Mellon, a New York banking corporation, as trustee (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, each
of the Company, the Note Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 23,
2016 (the “Original Indenture” as supplemented by that certain first supplemental indenture, dated as of September 16,
2020 (the “First Supplemental Indenture”; and together with the Original Indenture, the “Indenture”),
providing for the issuance of 6.500% Senior Notes due 2024 of the Company (the “Notes”);


 


WHEREAS, Section 9.1
(Without Consent of Holders) of the Indenture permits the Company, the Note Guarantors and the Trustee to amend or supplement
the Indenture or the Notes without notice to or consent of any Holder to, among other matters, add to the covenants of the Company
or the Note Guarantors for the benefit of the Holders, and make any change that does not adversely affect the rights of any Holder
in any material respect;


 


WHEREAS, the
Company now wishes to amend the terms of the Indenture and the Notes in order to increase, with effect from December 21, 2020,
the rate of interest payable in respect of the Notes from 6.500% to 7.500%, on the terms described in this Supplemental Indenture;


 


WHEREAS, pursuant
to Section 9.6 (Trustee to Sign Amendments and Supplements) of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture without the consent of any Holder; and


 


WHEREAS, the
Company has requested and hereby requests that the Trustee join with it in the execution of this Supplemental Indenture and all
acts and things necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Company and the Note
Guarantors have been done and performed;


 


NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Note Guarantors and the Trustee hereby agree as follows:


 


ARTICLE I


 


Section 1.1. Defined
terms. Unless otherwise defined in this Supplemental Indenture, terms defined in the Indenture are used herein as
therein defined.


 


Article II


 


Section 2.1. Increase
in rate. With effect as of and from and including December 21, 2020, the interest rate on the Notes under the
Indenture is hereby increased from 6.500% to 7.500% (the “Rate Increase”).


 


Section 2.2 Amendments
to the Indenture. In connection with the Rate Increase, and with effect as of and from and including
December 21, 2020, and without any further action by any party hereto, the Indenture is hereby amended as follows:


 


(a)            The
cover page of the Original Indenture is amended by deleting the number “6.500%” and replacing it with “7.500%”.


 






    


     


    

 


(b)            The
text in the second paragraph of the Original Indenture is amended by deleting the number “6.500%” and replacing it
with “7.500%”.


 


(c)            The
definition of “Notes” set out in Section 1.1 (Definitions) is deleted and replaced in full with the following
definition


 


“Notes” means
the Company’s 7.500% Senior Notes due 2024 issued and authenticated pursuant to this Indenture (including, without limitation,
Additional Notes).


 


(d)            The
FORM OF FACE OF NOTE set out on page A-3 of Exhibit A to the Indenture is amended by deleting the words “6.500%
Senior Notes due 2024” and replacing them with “7.500% Senior Notes due 2024”.


 


(e)            The
FORM OF REVERSE SIDE OF NOTE set out on page A-5 of Exhibit A to the Indenture is amended by deleting the words
 “6.500% Senior Notes due 2024” and replacing them with “7.500% Senior Notes due 2024”.


 


(f)            The
first recital to the FORM OF SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE GUARANTEE set out on page D-1 of Exhibit D
to the Indenture is amended by deleting the words “6.500% Senior Notes due 2024” and replacing them with “7.500%
Senior Notes due 2024”.


 


(g)            The
first recital to First Supplemental Indenture is amended by deleting the words “6.500% Senior Notes due 2024” and replacing
them with “7.500% Senior Notes due 2024”.


 


ARTICLE III


 


Section 3.1 References
to Indenture. All references to the “Indenture” in the Indenture or in any other document executed or delivered
in connection therewith shall, from and after the execution and delivery of this Supplemental Indenture, be deemed a reference
to the Indenture as amended hereby, unless the context expressly requires otherwise.


 


Section 3.2 Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


Section 3.3 Severability.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to
the extent of such invalidity, illegality or unenforceability.


 


Section 3.4 Ratification of Indenture;
Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered
shall be bound hereby.


 


Section 3.5 Duplicate
and Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. One signed copy is
enough to prove this Supplemental Indenture. This Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be an original, but all of them together represent the same agreement.


 






    


     


    

 


The exchange of copies
of this Supplemental Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”)
transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may
be used in lieu of the original Supplemental Indenture for all purposes. The exchange of copies of this Supplemental Indenture
and of signature pages that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic
signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved
by the Trustee, shall constitute effective execution and delivery of this Supplemental Indenture for all purposes. Signatures of
the parties hereto that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing
created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved
by the Trustee, shall be deemed to be their original signatures for all purposes of this Supplemental Indenture as to the parties
hereto and may be used in lieu of the original.


 


Anything in this Supplemental
Indenture or the Notes to the contrary notwithstanding, for the purposes of the transactions contemplated by this Supplemental
Indenture, the Notes and any document to be signed in connection with the Indenture or the Notes (including the Notes and amendments,
supplements, waivers, consents and other modifications, Officers’ Certificates, Company Orders and Opinions of Counsel and
other documents) or the transactions contemplated hereby may be signed by manual signatures that are scanned, photocopied or faxed
or other electronic signatures created on an electronic platform (such as DocuSign) or by digital signature (such as Adobe Sign),
in each case that is approved by the Trustee, and contract formations on electronic platforms approved by the Trustee, and the
keeping of records in electronic form, are hereby authorized, and each shall be of the same legal effect, validity or enforceability
as a manually executed signature in ink or the use of a paper-based recordkeeping system, as the case may be.


 


Section 3.6 Headings.
The headings of the Sections in this Supplemental Indenture have been inserted for convenience of reference only, are not intended
to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.


 


Section 3.7 The
Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.
The recitals and statements herein are deemed to be those of the Company and the Note Guarantors and not those of the Trustee,
and the Trustee assumes no responsibility for their correctness.


 


[Signature pages follow]


 






    


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Supplemental Indenture to be duly executed as of the date first written above.


 


	 	MDC PARTNERS INC.,
	 	as Company
	 	 	 
	 	 	 
	 	By:	/s/ David
    Ross
	 	Name:	David Ross
	 	Title:	Executive Vice President,
	 	 	General Counsel and Secretary




 


[Signature Page to
Second Supplemental Indenture]


 






    


     


    

 


	6 DEGREES INTEGRATED COMMUNICATIONS CORP.


 


72ANDSUNNY PARTNERS LLC


 


72ANDSUNNY NL B.V.


 


7THFL LLC


 


ACCUMARK PARTNERS INC.


 


ACE CONTENT LLC


 


ALLISON & PARTNERS LLC


 


ALLISON + PARTNERS UK LIMITED


 


ANOMALY B.V.


 


ANOMALY INC.


 


ANOMALY UK LIMITED as member for and on behalf of ANOMALY
LONDON LLP


 


ANOMALY PARTNERS LLC


 


ANOMALY PARTNERS LA LLC


 


ANOMALY UK LIMITED


 


ATTENTION PARTNERS LLC


 


BOOM MARKETING INC.


 


BRUCE MAU DESIGN INC.


 


BRUCE MAU DESIGN (USA) LLC


 


BRUCE MAU HOLDINGS LTD.


	 	COLLE & MCVOY LLC


 


CONCENTRIC PARTNERS LLC


 


CRISPIN PORTER & BOGUSKY LTD.


 


CRISPIN PORTER & BOGUSKY LLC


 


DONER PARTNERS LLC


 


DOTGLU LLC


 


FORSMAN & BODENFORS AKTIEBLOAG


 


FORSMAN & BODENFORS FACTORY AB


 


FORSMAN & BODENFORS STUDIOS AB


 


GALE PARTNERS INC.


 


GALE PARTNERS LLC


 


GALE PARTNERS LP (f/k/a GALE 43 PARTNERS LP)


 


HECHO STUDIOS LLC


 


HELLO DESIGN, LLC


 


HPR PARTNERS, LLC


 


INSTRUMENT LLC


 


IR OLDCO LLC (f/k/a SLOANE & COMPANY LLC)


 


KBP HOLDINGS 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


 


KWT GLOBAL LLC (f/k/a KWITTKEN LLC)


 


LAIRD + PARTNERS NEW YORK LLC


 


LAURIE, FOARD + WHEELER LLC


 


LEGEND PR PARTNERS, LLC


 


MAXXCOM GLOBAL MEDIA LLC


 


MAXXCOM (USA) FINANCE COMPANY


 


MAXXCOM (USA) HOLDINGS INC.


 


MAXXCOM INC.


 


MDC ACQUISITION INC.


 


MDC CANADA GP INC.


 


MDC CORPORATE (US) INC.


 


MDC EUROPE LTD.


 


MDC GALE43 GP INC.


 


MDC INNOVATION PARTNERS LLC


 


MDC PARTNERS UK HOLDINGS LTD.

  



 






    


     


    

 


	MONO ADVERTISING, LLC


 


NEW TEAM LLC


 


NORTHSTAR MANAGEMENT HOLDCO INC.


 


NORTHSTAR RESEARCH GP LLC


 


NORTHSTAR RESEARCH HOLDINGS CANADA INC.


 


NORTHSTAR RESEARCH HOLDINGS USA LP


 


By: Northstar Research GP LLC


 


Its general partner


	 	NORTHSTAR RESEARCH PARTNERS INC.


 


NORTHSTAR RESEARCH PARTNERS (UK) LIMITED


 


NORTHSTAR RESEARCH PARTNERS (USA) LLC


 


PLUS PRODUCTIONS, LLC


 


REDSCOUT LLC


 


RELEVENT PARTNERS LLC


 


SOURCE MARKETING LLC


 


STORYLINE STRATEGIES LLC (f/k/a LUNTZ GLOBAL PARTNERS LLC)


 


STUDIO PICA INC.


 


TARGETCAST LLC


 


TC ACQUISITION INC.


 


THE ARSENAL LLC


	 	TRADE X PARTNERS LLC


 


UNION ADVERTISING CANADA LP


 


By: MDC Canada GP Inc.


 


Its general partner


 


UNIQUE INFLUENCE PARTNERS LLC


 


VARICK MEDIA MANAGEMENT LLC


 


VERITAS COMMUNICATIONS INC.


 


VITRO PARTNERS LLC


 


VITROROBERTSON LLC


 


YAMAMOTO, INC. (f/k/a YAMAMOTO MOSS MACKENZIE, INC.)


 


Y MEDIA LABS LLC


 


ZYMAN GROUP, LLC






 













 


	 	On behalf of each of the above Note Guarantors
	 	 	 
	 	 	 
	 	By:	/s/ David
    Ross
	 	Name:	David Ross
	 	Title:	Authorized Signatory








 


[Signature Page to Second Supplemental
Indenture]


 






    


     


    




 


	 	THE BANK OF NEW YORK MELLON,
	 	as Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Francine
    Kincaid
	 	Name:	Francine Kincaid
	 	Title:	Vice President




 


[Signature Page to Second Supplemental
Indenture]