Exhibit 10.2.8


 


EIGHTH AMENDMENT TO CREDIT AGREEMENT


 


THIS EIGHTH AMENDMENT
TO CREDIT AGREEMENT (this "Amendment") dated as of February 13, 2012 and effective as of December 31, 2011 by
and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells
Fargo Foothill, 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 Credit Agreement dated as of October 23, 2009 (as amended,
modified or supplemented from time to time, the "Credit Agreement");


 


WHEREAS, Borrower, Agent
and the Lenders have agreed to amend and modify the Credit Agreement as provided herein, in each case 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.          Amendment
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)          Subsection
(a) of Section 7 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(a)          Minimum
EBITDA. Achieve EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for
the applicable period set forth opposite thereto:


 


	 	Applicable Amount	 	Applicable Period
	 	 	 	 	 
	 	$	90,000,000	 	For the 12 month period ending December 31, 2011
	 	 	 	 	 
	 	$ 	75,000,000	 	For the 12 month period ending March 31, 2012 and for the 12 month period ending on the last day of each calendar quarter thereafter



 


provided, that, concurrently with the closing
of each Permitted Acquisition consummated after December 31, 2011, the EBITDA level set forth above shall be increased by an amount
equal to 75% of Pro Forma EBITDA attributable to any Loan Party or any Subsidiary of Parent acquired in such Permitted Acquisition
for the 12 months preceding the date of consummation of such Permitted Acquisition; provided further, that, in no
event shall the EBITDA level for the purposes set forth in this subsection be increased to an amount in excess of $150,000,000.


 



    	 



    	 



    

 


(b)          Subsection
(b) of Section 7 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(b)          Fixed
Charge Coverage Ratio. Have a Fixed Charge Coverage Ratio, measured on a quarter-end basis, of at least the required amount
set forth in the following table for the applicable period set forth opposite thereto:


 


	Applicable Ratio	 	Applicable Period
	 	 	 
	1.25:1.0	 	
        For the 12 month period ending

        December 31, 2011

	 	 	 
	1.10:1.0	 	For the 12 month period ending March 31, 2012
	 	 	 
	1.25:1.0	 	For the 12 month period ending June 30, 2012 and for the 12 month period ending on the last day of each calendar quarter thereafter



 


(c)          Subsection
(e) of Section 7 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(e)          Total
Leverage Ratio. Have a Total Leverage Ratio, measured on a quarter-end basis, of not greater than the applicable ratio set
forth in the following table for the applicable date set forth opposite thereto:


 


	Applicable Ratio	 	Applicable Date
	 	 	 
	4.15:1.0	 	
        For the 12 month period ending

        December 31, 2011

	 	 	 
	4.60:1.0	 	
        For the 12 month period ending

        March 31, 2012

	 	 	 
	3.75:1.0	 	For the 12 month period ending June 30, 2012 and for the 12 month period ending on the last day of each calendar quarter thereafter



  


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 Loan Documents as appropriate to express the
agreements contained herein. The Credit Agreement and the Loan Documents shall remain unchanged and in full force and effect in
accordance with their original terms.


 



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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)          Agent
shall have received payment of the fees set forth in that certain Eighth Amendment Fee Letter, dated as of the date hereof; and


 


(c)          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.


 


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 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; and


 


(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.


 


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.


 



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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 Amendment to be executed by their respective officers thereunto duly authorized and delivered as
of the date first above written.


 


	 	MDC PARTNERS INC., a federal company
	 	organized under the laws of Canada
	 	 
	 	By:	/s/
	 	Name: 	Mitchell Gendel
	 	Title:    	Authorized Signatory
	 	 	 
	 	By:	/s/
	 	Name: 	Michael Sabatino
	 	Title:    	Authorized Signatory


 


	 	MAXXCOM INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/
	 	Name:	Mitchell Gendel
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/
	 	Name:	Michael Sabatino
	 	Title:	Authorized Signatory


 


Signature Pages to Eighth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	72ANDSUNNY PARTNERS, LLC.
	 	a Delaware limited liability company
	 	 
	 	Accent Marketing Services, L.L.C., 
	 	a Delaware limited liability company
	 	 
	 	Adrenalina LLC, 
	 	a Delaware limited liability company
	 	 
	 	ANOMALY PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	ALLISON & PARTNERS LLC, 
	 	a Delaware limited liability company
	 	 
	 	Attention Partners LLC, 
	 	a Delaware limited liability company
	 	 
	 	Bruce Mau Design (USA) LLC, 
	 	a Delaware limited liability company
	 	 
	 	Colle & McVoy LLC, 
	 	a Delaware limited liability company
	 	 
	 	Colle & McVoy, Inc., 
	 	a Minnesota corporation
	 	 
	 	COMMUNIFX PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	Company C Communications, Inc., 
	 	a Delaware corporation
	 	 
	 	Company C CommunIcations LLC, 
	 	a Delaware limited liability company
	 	 
	 	CONCENTRIC PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	Crispin Porter & Bogusky LLC, 
	 	a Delaware limited liability company
	 	 
	 	Dotglu LLC, 
	 	a Delaware limited liability company


 


Signature Pages to Eighth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	EXPECTING PRODUCTIONS, LLC,
	 	a California limited liability company
	 	By: Hudson and Sunset Media, LLC, its sole member
	 	 
	 	GUARDIANT WARRANTY, LLC, 
	 	a Delaware limited liability company
	 	 
	 	Hello Design, LLC, 
	 	a California limited liability company
	 	 
	 	HL Group Partners LLC, 
	 	a Delaware limited liability company
	 	 
	 	HUDSON AND SUNSET MEDIA, LLC
	 	(formerly known as Shout Media LLC),
	 	a California limited liability company
	 	 
	 	HW ACQUISITION LLC, 
	 	a Delaware limited liability company
	 	 
	 	INTEGRATED MEDIA SOLUTIONS

PARTNERS LLC, 
	 	a Delaware limited liability company
	 	 
	 	KBP Holdings LLC, 
	 	a Delaware limited liability company
	 	 
	 	kbs+p atlanta LLC
	 	(formerly known as Fletcher Martin LLC),
	 	a Delaware limited liability company
	 	 
	 	Kirshenbaum Bond Senecal &

Partners LLC (formerly known as Kirshenbaum

Bond & Partners LLC),
	 	a Delaware limited liability company
	 	 
	 	Kirshenbaum Bond & Partners West

LLC,
	 	a Delaware limited liability company
	 	 
	 	KWITTKEN PR LLC,
	 	a Delaware limited liability company
	 	 
	 	LAIRD + PARTNERS NEW YORK LLC,
	 	a Delware limited liability company


 


Signature Pages to Eighth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	Margeotes Fertitta Powell LLC, 
	 	a Delaware limited liability company
	 	 
	 	Maxxcom (USA) Finance Company, 
	 	a Delaware corporation
	 	 
	 	Maxxcom (USA) Holdings Inc., 
	 	a Delaware corporation
	 	 
	 	MDC Acquisition Inc., 
	 	a Delaware Corporation
	 	 
	 	MDC Corporate (US) Inc., 
	 	a Delaware corporation
	 	 
	 	MDC INNOVATION PARTNERS LLC
	 	(d/b/a Spies & Assassins),
	 	a Delaware limited liability company
	 	 
	 	MDC Travel, Inc., 
	 	a Delaware corporation
	 	 
	 	MDC/KBP Acquisition Inc. (for itself and as
	 	successor-in-interest to Hello Acquisition Inc.),
	 	a Delaware corporation
	 	 
	 	MF+P Acquisition Co., 
	 	a Delaware corporation
	 	 
	 	Mono Advertising, LLC, 
	 	a Delaware limited liability company
	 	 
	 	NEW TEAM LLC,
	 	a Delaware limited liability company
	 	 
	 	Northstar Research GP LLC, 
	 	a Delaware limited liability company
	 	 
	 	Northstar Research Holdings USA LP, 
	 	a Delaware limited partnership
	 	 
	 	Northstar Research Partners (USA)
	 	LLC, a Delaware limited liability company
	 	 
	 	OUTERACTIVE, LLC,
	 	a Delaware limited liability company


 


Signature Pages to Eighth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	PULSE MARKETING, LLC, 
	 	a Delaware limited liability company
	 	 
	 	Redscout LLC, 
	 	a Delaware limited liability company
	 	 
	 	RELEVENT PARTNERS LLC, 
	 	a Delaware limited liability company
	 	 
	 	RJ PALMER PARTNERS LLC, 
	 	a Delaware limited liability company
	 	 
	 	Skinny NYC LLC, 
	 	a Delaware limited liability company
	 	 
	 	SLOANE & COMPANY LLC, 
	 	a Delaware limited liability company
	 	 
	 	Source Marketing LLC, 
	 	a New York limited liability company
	 	 
	 	TargetCom LLC, 
	 	a Delaware limited liability company
	 	 
	 	TC Acquisition Inc., 
	 	a Delaware corporation
	 	 
	 	THE ARSENAL LLC
	 	(formerly known as Team Holdings LLC),
	 	a Delaware limited liability company
	 	 
	 	Track 21 LLC, 
	 	a Delaware limited liability company
	 	 
	 	Traffic Generators, LLC, 
	 	a Georgia limited liability company
	 	 
	 	TRADE X PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	VARICK MEDIA MANAGEMENT LLC, 
	 	a Delaware limited liability company
	 	 
	 	VitroRobertson LLC, 
	 	a Delaware limited liability company


 


Signature Pages to Eighth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	Yamamoto Moss Mackenzie, Inc., 
	 	a Delaware corporation
	 	 
	 	ZG Acquisition Inc. (for itself and as
	 	successor-in-interest to MDC/CPB Holdings Inc.), 
	 	a Delaware corporation
	 	 
	 	Zyman Group, LLC, 
	 	a Delaware limited liability company


 


	 	By:	/s/
	 	Name:	Mitchell Gendel
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/
	 	Name:	Michael Sabatino
	 	Title:	Authorized Signatory


 


Signature Pages to Eighth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	ACCUMARK PARTNERS INC. (formerly known as
	 	6 Degrees Integrated Communications Inc.), an Ontario
	 	corporation
	 	 
	 	ASHTON POTTER CANADA INC., 
	 	an Ontario corporation
	 	 
	 	BOOM MARKETING INC., an Ontario corporation
	 	 
	 	HENDERSON BAS, an Ontario general partnership,
	 	by the members of its management committee
	 	 
	 	BRUCE MAU DESIGN INC.,
	 	an Ontario corporation
	 	 
	 	BRUCE MAU HOLDINGS LTD.,
	 	an Ontario corporation
	 	 
	 	TREE CITY INC.,
	 	an Ontario corporation
	 	 
	 	VERITAS COMMUNICATIONS INC., 
	 	an Ontario corporation
	 	 
	 	656712 ONTARIO LIMITED, 
	 	an Ontario corporation
	 	 
	 	
        NORTHSTAR RESEARCH HOLDINGS CANADA

        INC., an Ontario corporation

	 	 
	 	NORTHSTAR RESEARCH PARTNERS INC.,
	 	an Ontario corporation
	 	 
	 	X CONNECTIONS INC., an Ontario corporation
	 	 
	 	STUDIO PICA INC., a federal company organized

under the laws of Canada
	 	 
	 	6 DEGREES INTEGRATED
	 	COMMUNICATIONS CORP, an Ontario
	 	corporation
	 	 
	 	MAXXCOM (NOVA SCOTIA) CORP.,
	 	a Nova Scotia corporation
	 	 
	 	BRYAN MILLS IRADESSO CORP.,
	 	an Ontario corporation


 


Signature Pages to Eighth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	KENNA COMMUNICATIONS LP,
	 	an Ontario limited partnership
	 	By:	Kenna Communications GP Inc.
	 	 	Its general partner
	 	 
	 	CAPITAL C PARTNERS LP,
	 	an Ontario limited partnership
	 	By:	Capital C Partners GP Inc.
	 	 	Its general partner


 


	 	KENNA COMMUNICATIONS GP INC., 
	 	an Ontario corporation
	 	 
	 	CAPITAL C PARTNERS GP INC., 
	 	an Ontario corporation
	 	 
	 	CRISPIN PORTER + BOGUSKY CANADA LP,
	 	an Ontario limited partnership
	 	By: Its general partner, MDC Canada GP Inc.
	 	 
	 	KBS+P CANADA LP,
	 	an Ontario limited partnership
	 	By: Its general partner, MDC Canada GP Inc.
	 	 
	 	COMPUTER COMPOSITION OF CANADA LP,
	 	an Ontario limited partnership
	 	By: Its general partner, MDC Canada GP Inc.
	 	 
	 	MDC CANADA GP INC.,
	 	a corporation incorporated under the laws of Canada


 


	 	By:	/s/
	 	Name:	Mitchell Gendel
	 	Title:	Authorized Signatory


 


	 	By:	/s/
	 	Name:	Michael Sabatino
	 	Title:	Authorized Signatory


 


Signature Pages to Eighth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	CRISPIN PORTER & BOGUSKY EUROPE AB, 
	 	a limited company existing under the laws of Sweden
	 	 
	 	By:	/s/
	 	Name:	Mitchell Gendel
	 	Title:	Authorized Signatory


 


	 	By:	/s/
	 	Name:	Michael Sabatino
	 	Title:	Authorized Signatory


 


Signature Pages to Eighth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	WELLS FARGO CAPITAL FINANCE, LLC,
	 	formerly known as Wells Fargo Foothill, LLC, as
	 	Agent and as a Lender
	 	 
	 	By:	/s/
	 	Name:	Paul G. Chao
	 	Title:	Senior Vice President


 


	 	JPMorgan Chase Bank, N.A., as a Lender
	 	 
	 	By:	/s/
	 	Name:	Michelle Cipriani
	 	Title:	Vice President


 


	 	Bank of Montreal, as a Lender
	 	 
	 	By:	
	 	Name:	
	 	Title:	 


 


	 	Goldman Sachs Lending Partners LLC,

as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Pages to Eighth Amendment to Credit Agreement