ex10-1_0509


EXECUTION COPY

 AMENDMENT NO. 4






                    AMENDMENT NO. 4 dated as of May 9, 2005 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. (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 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. 4 and not otherwise defined are used herein as defined in the Credit Agreement
(as amended hereby). 


                    Section 2. Amendments. Effective as provided in Section 6 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 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 
		
3.75 to 1.00 
	
	
September 30, 2005 
		
2.90 to 1.00 
	
	
December 31, 2005 and thereafter 
		
2.50 to 1.00 
	












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                 Section 3. Waivers. Subject to the satisfaction of the conditions precedent specified in Section 6 hereof, but with
effect on and after the date hereof, the Lenders hereby waive any Default that may have occurred and be continuing solely as a result of (a) the Borrowers’ failure to comply with the requirements of Section 8.01 of the Credit Agreement solely
with respect to the Test Period ending March 31, 2005, at any time on or after March 31, 2005, and (b) any breach of any representation or warranty made or deemed made by Borrowers during such period with respect to such compliance. 


                 Section 4. 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 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. 4 and (b) (after giving effect to the waivers under Section 3 hereof) no Default shall have occurred and be continuing. 


                   Section 5. 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 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 6. Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof and the waivers in Section 3 hereof shall become effective as of the date hereof, upon (a) receipt by the U.S. Administrative Agent of one or more counterparts of this Amendment No. 4 executed by the Obligors and the Required Lenders and (b) the payment of an amendment fee to the U.S. Administrative Agent for the account of each Lender that has approved this Amendment No. 4, such amendment fee to be in an amount equal to 0.25% of the Commitment of such Lender. 


                 Section 7. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and
effect. This Amendment No. 4 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. 4 by signing any such counterpart. This
Amendment No. 4 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. 4 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 6 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, 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:   


 








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	 	      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:   


 








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	 	      CANADIAN IMPERIAL BANK OF COMMERCE
	 	 	 
	  	 	 
	 	
      By:

    
	________________________________

	 	  	 Name:  
	 	  	  Title:  
	 	 	 
	 	 	 
	 	
      By:

    
	________________________________

	 	  	 Name:  
	 	  	  Title: