Exhibit 10.4


 


EXECUTION COPY


 


AMENDMENT NO. 3


 


AMENDMENT NO. 3 dated as of April 1, 2005 to
the Credit Agreement and the Security Agreements 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 entities identified under the
caption “GUARANTORS” on the signature pages hereto (collectively, the “Guarantors”),
each of the Lenders identified under the caption “LENDERS” on the signature pages hereto
and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), 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,
the “guarantors” and the “securing parties and guarantors” named therein and
JPMorgan Chase Bank, N.A., as collateral agent are parties to a Guarantee and
Security Agreement dated as of September 22, 2004 (as amended, the “Guarantee
and Security Agreement”).  The
Borrowers, the “securing parties” named therein and JPMorgan Chase Bank, N.A.,
as collateral agent are parties to a Canadian Security Agreement dated as of September 22,
2004 (as amended, the “Canadian Security Agreement” and, together with
the Guarantee and Security Agreement, the “Security Agreements”).  The Borrowers, the Guarantors and the
Required Lenders wish to amend the Credit Agreement and the Security Agreements
in certain respects, and accordingly, the parties hereto hereby agree as
follows:


 


Section 1. 
Definitions.  Capitalized
terms used in this Amendment No. 3 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 1.01
of the Credit Agreement is hereby amended as follows:


 


A.  Section 1.01
of the Credit Agreement is hereby amended by inserting the following new
definitions (to the extent not already included in said Section 1.01) in
the appropriate alphabetical locations and by amending the following
definitions (to the extent already included in said Section 1.01) to read
in their entirety as follows:


 


“Amendment No. 3”
means Amendment No. 3 to this Agreement dated as of April 1, 2005.


 


“Amendment No. 3
Effective Date” means the date on which Amendment No. 3 became
effective in accordance with its terms.


 





















 


“Equity Issuance”
means (a) any issuance or sale by any of the Borrowers or their
Subsidiaries of any equity securities after the Effective Date or (b) the
receipt by MDC Partners or
any of its Subsidiaries after the Effective Date of any capital contribution
(whether or not evidenced by any equity security issued by the recipient of
such contribution); provided that the term “Equity Issuance” shall
not include (i) any such issuance or sale by any Subsidiary of MDC
Partners to MDC Partners or any wholly owned Subsidiary of MDC Partners or
(y) any capital contribution by MDC Partners or any wholly owned
Subsidiary of MDC Partners to any Subsidiary of MDC Partners.


 


“Increasing Lender”
means any U.S. Revolving Credit Lender which has increased its U.S. Revolving
Credit Commitment on the Amendment No. 3 Effective Date.


 


“Net Available Proceeds”
means, in the case of any Equity Issuance, the aggregate amount of all cash
received by the Borrowers and their Subsidiaries in respect of such Equity
Issuance, net of reasonable expenses and customary fees and commissions
incurred by the Borrowers and their Subsidiaries in connection with such Equity
Issuance.


 


“U.S. Revolving Credit
Commitment” means, as to each U.S. Revolving Credit Lender, the obligation
of such U.S. Revolving Credit Lender to make U.S. Revolving Credit Advances,
and to make or acquire participations in U.S. Swingline Advances and U.S.
Letters of Credit hereunder (expressed as the maximum aggregate amount of such
U.S. Revolving Credit Lender’s U.S. Revolving Credit Advances and
participations in U.S. Swingline Advances and U.S. Letters of Credit), in an
aggregate principal amount at any one time outstanding up to but not exceeding
the amount set opposite the name of such U.S. Revolving Credit Lender on Schedule 1
hereto under the caption “U.S. Revolving Credit Commitment” or, in the case of
a Person that becomes a U.S. Revolving Credit Lender pursuant to an assignment
permitted under Section 11.06, as specified in the Register (as such U.S.
Revolving Credit Commitment may be reduced or increased from time to time
pursuant hereto).  The aggregate
principal amount of the U.S. Revolving Credit Commitments is
U.S. $140,000,000 as of the Amendment No. 3 Effective Date.


 


“U.S. Revolving Credit Commitment
Reduction Date” shall mean the last Business Day of March, June, September and
December in each year, commencing with June 30, 2005, through and
including March 31, 2006.


 


“Zyman Acquisition” means the
acquisition of the Capital Stock of the Zyman Group pursuant to the Zyman
Acquisition Agreement.


 


“Zyman Acquisition Agreement” means
that certain Membership Unit Purchase Agreement, dated as of April 1,
2005, by and between ZG Acquisition Co., MDC Partners, Zyman Group, Zyman
Company, Inc., Sergio Zyman (only with respect to Section 7.3
thereof) and the management sellers signatory thereto.


 


“Zyman Group” means Zyman Group, LLC, a
Delaware limited liability company.


 


B.  Section 1.01
of the Credit Agreement is hereby amended by deleting the following definitions
in their entirety: “Commitment Increase” and “Commitment Increase
Date”.


 


2.03.  Section 2.04(a) of
the Credit Agreement is hereby amended by deleting, in clause (i) of the
third paragraph thereof, the amount “U.S. $5,000,000” and replacing it with “U.S.
$7,500,000”.


 


2





















 


2.04.  Section 2.07(a) of
the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(a)  Mandatory Reduction.


 


(i)                                     Upon any Equity Issuance occurring on or
prior to December 30, 2005, the U.S. Revolving Credit Commitment shall be
automatically reduced by an amount equal to the Net Available Proceeds
thereof.  In addition, the aggregate
amount of the U.S. Revolving Credit Commitments shall be automatically reduced
on each U.S. Revolving Credit Commitment Reduction Date set forth in
column (A) below by an amount equal to (subject to the first sentence
of subclause (ii) below) the amount set forth in column (B) below
opposite such U.S. Revolving Credit Commitment Reduction Date:


 


	
  (A)

  	
   

  	
  (B)

  	
   

  
	
  U.S. Revolving Credit

  	
   

  	
  U.S. Revolving Credit

  	
   

  
	
  Commitment Reduction

  	
   

  	
  Commitments Reduced

  	
   

  
	
  Date
  Falling on or

  	
   

  	
  by the Following

  	
   

  
	
  Nearest
  to:

  	
   

  	
  Amounts:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2005

  	
   

  	
  25,000,000

  	
   

  
	
  September 30, 2005

  	
   

  	
  5,000,000

  	
   

  
	
  December 31, 2005

  	
   

  	
  10,000,000

  	
   

  
	
  March 31, 2006

  	
   

  	
  10,000,000

  	
   

  



 


Unless previously terminated, the Commitments of
each Revolving Credit Lender shall be automatically reduced to zero at 5:00 p.m.
(New York City time) on the Commitment Termination Date.


 


(ii)                                  The
reduction in the aggregate amount of the U.S. Revolving Credit Commitments on
any date resulting from any Equity Issuance shall be credited against the
amount by which the aggregate U.S. Revolving Commitments would otherwise be
reduced on each U.S. Revolving Credit Commitment Reduction Date pursuant to
subclause (i) above in the following order: first, towards the next
succeeding U.S. Revolving Credit Commitment Reduction Date, second, if
applicable, towards the immediately following U.S. Revolving Credit Commitment
Reduction Date, third, if applicable, towards the immediately following
U.S. Revolving Credit Commitment Reduction Date and, fourth, if
applicable, towards the final U.S. Revolving Credit Commitment Reduction
Date.  Each reduction of the U.S.
Revolving Commitment Reductions pursuant to this Section 2.07(a) shall
be applied to the U.S. Revolving Credit Commitments of the U.S. Revolving
Credit Lenders ratably in accordance with the respective amounts thereof; provided,
that in no event shall the U.S. Revolving Credit Commitments be reduced below
U.S. $90,000,000 pursuant to subclause (i) of this Section 2.07(a).”


 


2.05.  Section 2.07
of the Credit Agreement is hereby further amended by amending clause (c) therein
to read in its entirety as follows:


 


“(c)                            Increase in Commitments on Amendment No. 3
Effective Date.  On the Amendment No. 3 Effective Date,
and immediately prior to any Borrowing, in the event any U.S. Revolving Credit
Advances are then outstanding, (i) each Increasing Lender shall make
available to the U.S. Administrative Agent such amounts in immediately available
funds as the U.S. Administrative Agent shall determine, for the benefit of the
other relevant U.S. Revolving Credit


 


3





















 


Lenders, as being required in order to cause, after
giving effect to such increase and the application of such amounts to make
payments to such other relevant U.S. Revolving Credit Lenders, the U.S.
Revolving Credit Advances to be held ratably by all U.S. Revolving Credit
Lenders in accordance with their respective U.S. Revolving Credit Commitments
as of the Amendment No. 3 Effective Date, (ii) the applicable
Borrowers shall be deemed to have prepaid and reborrowed all outstanding U.S.
Revolving Credit Advances as of the Amendment No. 3 Effective Date (with
such borrowing to consist of the Type of U.S. Revolving Credit Advances, with
related Interest Periods if applicable, specified in a notice delivered by the
applicable Borrowers in accordance with the requirements of Section 2.02)
and (iii) the applicable Borrowers shall pay to the relevant U.S.
Revolving Credit Lenders the amounts, if any, payable under Section 2.13
as a result of such prepayment.”


 


2.06.  Section 6.10
of the Credit Agreement is hereby amended by inserting a new sentence at the
end thereof to read as follows:  “Notwithstanding
anything herein to the contrary, the Borrowers may use the proceeds of the U.S.
Revolving Credit Advances made as of the Amendment No. 3 Effective Date to
finance the Zyman Acquisition and to pay fees and expenses payable in
connection therewith.”


 


2.07.  Section 7.01
of the Credit Agreement is hereby amended by (i) deleting the word “and”
at the end of clause (m) therein, (ii) adding new clause (n) therein to
read in its entirety as follows and (iii) relettering the existing clause
(n) therein to “(o)”:


 


“(n)  Liens securing Debt permitted under Section 7.05(k);
and”


 


2.08                           Section 7.05 of the Credit Agreement is hereby amended by (i) deleting
the word “and” at the end of clause (j) therein, (ii) adding new clause
(k) therein to read in its entirety as follows and (iii) relettering the
existing clause (k) therein to “(l)”:


 


“(k)  Debt of the Zyman Group or any of its
Subsidiaries existing as of the Amendment No. 3 Effective Date and set
forth on the supplement to Schedule 7 attached to Amendment No. 3 in
an aggregate amount not exceeding U.S. $7,675,000, and extensions, renewals and
refinancings of any such Debt that do not increase the outstanding maximum
principal amount permitted to be incurred thereunder.”


 


2.09.  Section 7.06(i) of
the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(i)  payments in
respect of Deferred Purchase Obligations (including the acquisition by any
Restricted Party of Capital Stock of a Restricted Party, an Immaterial
Subsidiary or an Affiliate from a Minority Shareholder thereof), provided
that the aggregate amount of all such Deferred Purchase Obligations shall not
exceed U.S. $10,000,000 for any fiscal year, excluding the value of any Capital
Stock issued as consideration for any such Deferred Purchase Price Obligation,
but including the aggregate principal amount of any Debt assumed or acquired in
connection therewith.”


 


2.10.  Section 7.06
of the Credit Agreement is hereby further amended by (i) deleting the word
“and” at the end of clause (n) therein, (ii) adding new clause (o) to read
in its entirety as follows and (iii) relettering the existing clause (o)
therein to “(p)”:


 


“(o)  the Zyman Acquisition, provided
that the aggregate consideration in respect of the Zyman Acquisition shall not exceed
U.S. $78,000,000, including payments in respect of Deferred


 


4





















 


Purchase Obligations and costs and expenses related
to the Zyman Acquisition (provided that,
notwithstanding anything herein to the contrary, (i) not more than U.S.
$53,900,000 of such consideration shall be payable in cash at the time of the
consummation thereof and (ii) not more than U.S. $12,500,000 shall
represent Earnout Payments to be made in connection therewith).”


 


2.11.  Section 8.01
of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“8.01  Total
Debt Ratio.  MDC Partners will not
permit the Total Debt Ratio as of the last day of any Test Period ending on or,
as applicable, after the dates set forth below to exceed the ratio set forth
opposite such Test Period:


 


 


	
  Test Period Ending

  	
   

  	
  Total Debt Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2004

  	
   

  	
  3.25 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2005

  	
   

  	
  3.50 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2005

  	
   

  	
  3.10 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2005

  	
   

  	
  2.50 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2005 and thereafter

  	
   

  	
  2.50 to 1.00

  	
   

  



 


2.12                           Section 8.03 of the Credit Agreement is hereby amended in its
entirety to read as follows:


 


“8.03  Fixed Charges Ratio.  MDC Partners will not permit the Fixed
Charges Ratio as of the last day of any Test Period ending on or, as
applicable, after the dates set forth below to be less than the ratio set forth
opposite such Test Period:


 


	
  Test Period Ending

  	
   

  	
  Fixed Charges Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2004

  	
   

  	
  0.40 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2005

  	
   

  	
  0.00 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2005

  	
   

  	
  0.75 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2005

  	
   

  	
  1.10 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2005 and thereafter

  	
   

  	
  1.25 to 1.00”

  	
   

  



 


2.13                           Schedule 1 to the Credit Agreement shall be amended to read in its
entirety as set forth on Schedule 1 hereto.


 


2.14                           Each of
the Security Agreements is hereby amended by deleting the phrase “U.S. $100,000,000
(but subject to increase as provided in Section 2.07(c) thereof)” set
forth in the second paragraph thereof, and inserting in lieu thereof the dollar
amount “U.S. $150,000,000”.


 


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 and in each of
the other Loan Documents are complete and correct on the Amendment No. 3
Effective Date as if made on and as of such date and as if each reference


 


5





















 


in
said Article V to “this Agreement” included reference to this Amendment No. 3
and (b) no Default shall have occurred and be continuing.


 


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 as amended hereby to which it is a
party, represents and warrants that the representations and warranties set
forth in such Security Documents as amended hereby are complete and correct on the
Amendment No. 3 Effective Date as if made on and as of such date and
confirms that all references in such Security Documents as amended hereby 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 on the date (which shall occur no later than May 31,
2005) upon which each of the following conditions is satisfied:


 


(a)  Amendment No. 3.  The U.S. Administrative Agent shall have
received one or more counterparts of this Amendment No. 3 duly executed
and delivered by each of the Obligors and the Required Lenders.


 


(b)  Fees.  MDC Partners shall have paid to the U.S.
Administrative Agent (i) for the account of each Lender which has
increased its Commitment under this Amendment No. 3, an upfront fee equal
to 1.00% of the amount of the additional Commitment of such Lender.


 


(c)  Legal Opinion.  The U.S. Administrative Agent hall have
received one or more favorable written opinions (addressed to the Agents and
the Lenders) and dated as of the Amendment No. 3 Effective Date of Simpson
Thacher & Bartlett LLP, counsel to the Obligors, and such other
counsel to the Obligors satisfactory to the U.S. Administrative Agent relating
to the Obligors, this Amendment No. 3 and the Credit Agreement as amended
hereby, in form and substance reasonably satisfactory to the U.S.
Administrative Agent.


 


(d)  Corporate
Authorization.  The U.S.
Administrative Agent shall have received such documents and certificates as the
U.S. Administrative Agent or its counsel may reasonably request relating to the
authorization of and any other legal matters relating to the Obligors, this
Amendment No. 3, the transactions contemplated hereby and the Credit
Agreement as amended hereby, all in form and substance reasonably satisfactory
to the U.S. Administrative Agent and its counsel.


 


(e)  No Default,
etc.  The Administrative Agent shall
have received a certificate of a Responsible Officer of MDC Partners to the
effect set forth in Section 3 hereof.


 


(f)  Zyman
Acquisition.  (i) The Zyman
Acquisition shall have been consummated substantially concurrent with
the effectiveness of this Amendment No. 3; (ii) MDC Partners shall have complied with Section 6.11 of
the Credit Agreement with respect to the Zyman Group and its Subsidiaries
(except that such entities shall have 90 days after the Amendment No. 3
Effective Date to become a participant in the Cash Management Program (the
failure of which shall constitute an Event of Default)); (iii) the U.S.
Administrative Agent shall have received certified copies of the charter,
by-laws or other organizational documents of the Zyman Group and the Zyman
Acquisition Agreement; and (iv) the U.S. Administrative Agent shall have
received


 


6





















 


evidence that all of the Debt (other than two
letters of credit with an aggregate face amount not in excess of U.S.
$1,400,000) outstanding under the Credit Agreement dated as of November 8,
2004 between Zyman Group, LLC, a Nevada limited liability company and Wachovia
Bank, National Association and
all other amounts due and payable thereunder, shall have been paid in full,
that all commitments of the lenders thereunder shall have permanently
terminated, and that all guarantees and security interests relating thereto
shall have released or discharged (or arrangements for the same shall have been
made to the satisfaction of the U.S. Administrative Agent).


 


(g)                                 Other Documents.  The
U.S. Administrative Agent shall have received such other documents as the U.S.
Administrative Agent or any Lender may reasonably request.


 


Section 6. 
Miscellaneous.  Except as
herein provided, the Credit Agreement shall remain unchanged and in full force
and effect.  This Amendment No. 3
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. 3 by signing any such counterpart.  This Amendment No. 3 shall be governed
by, and construed in accordance with, the law of the State of New York.


 


7





















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 3 to be duly executed and delivered as of the day and
year first above written.


 


	
   

  	
  MDC PARTNERS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Berns

  	
   

  
	
   

  	
   

  	
  Name:
  Steven Berns

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Campbell

  	
   

  
	
   

  	
   

  	
  Name:
  Walter Campbell

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAXXCOM INC., an
  Ontario corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Berns

  	
   

  
	
   

  	
   

  	
  Name:
  Steven Berns

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Campbell

  	
   

  
	
   

  	
   

  	
  Name:
  Walter Campbell

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAXXCOM INC., a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Berns

  	
   

  
	
   

  	
   

  	
  Name:
  Steven Berns

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Campbell

  	
   

  
	
   

  	
   

  	
  Name:
  Walter Campbell

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
						



 


8





















 


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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Steven Berns

  	
   

  	
   

  	
  /s/ Walter Campbell

  	
   

  
	
  Signature of
  witness

  	
   

  	
  Signature of
  attorney

  
	
   

  	
   

  	
   

  
	
  Name of
  witness: Steven
  Berns

  	
   

  	
  Name of
  attorney: Walter Campbell

  
					



 


9





















 


	
   

  	
  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:

  	
  /s/ Steven Berns

  	
   

  
	
   

  	
   

  	
  Name: Steven
  Berns

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Campbell

  	
   

  
	
   

  	
   

  	
  Name: Walter
  Campbell

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


10





















 


	
   

  	
  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 EWING 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Berns

  	
   

  
	
   

  	
   

  	
  Name: Steven Berns

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Campbell

  	
   

  
	
   

  	
   

  	
  Name: Walter
  Campbell

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


11





















 


	
   

  	
  ZG ACQUISITION INC.

  
	
   

  	
  ZYMAN GROUP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Berns

  	
   

  
	
   

  	
   

  	
  Name: Steven
  Berns

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Campbell

  	
   

  
	
   

  	
   

  	
  Name: Walter
  Campbell

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


12





















 


	
   

  	
  LENDERS

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, TORONTO BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL
  (CHICAGO BRANCH)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA, by its Atlanta Agency

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


13





















 


	
   

  	
  THE BANK OF NOVA
  SCOTIA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TORONTO DOMINION
  (TEXAS) INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  TORONTO-DOMINION BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CIBC INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


14





















 


	
   

  	
  CANADIAN
  IMPERIAL BANK OF COMMERCE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title

  



 


15