Exhibit 10.1


 


CONSENT AND FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT


 


THIS CONSENT AND FIRST AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), with an effective date of March 12, 2019 (the
"Effective Date"), 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 Second Amended and Restated Credit Agreement dated as of
May 3, 2016 (as amended, modified or supplemented from time to time, the "Credit Agreement");


 


WHEREAS, Borrower, Agent
and Required Lenders have agreed to amend and modify the Credit Agreement as provided herein, subject to the terms and provisions
hereof;


 


WHEREAS, Borrower, Agent
and Required Lenders entered into that certain Consent Under Second Amended and Restated Credit Agreement dated as of March 7,
2019 (the "Consent");


 


WHEREAS, Borrower has asked
Agent and Required Lenders to consent to the application of certain net cash proceeds of the Kingsdale Sale (as defined in the
Consent) to be applied to amounts outstanding under the Senior Unsecured Debt; and


 


WHEREAS, pursuant to Section
2.4(c) of the Credit Agreement, the Borrower has provided irrevocable notice to the Agent, effective upon the Effective Date, to
reduce the Revolver Commitments from $325,000,000 to $250,000,000.


 


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.           Consent
and Release. Subject to the satisfaction or written waiver of the conditions set forth in Section 5 below and in reliance
upon the representations and warranties of Borrower set forth in Section 6 below, Agent and Required Lenders hereby consent
to the Borrower's application of any net cash proceeds of the Kingsdale Sale that were not required to be applied to any payments
of outstanding Advances pursuant to the Consent to be applied to the prepayment, redemption, defeasment, purchase or other acquisition
of any outstanding principal in respect of Senior Unsecured Debt, so long as and solely to the extent that prior to such application
Borrower shall have received at least $100,000,000 in cash from gross proceeds of either (i) the incurrence by Borrower of Indebtedness
on terms and conditions satisfactory to Agent in its sole discretion, including without limitation, terms and conditions of subordination
and delivery of an an intercreditor agreement in form and substance satisfactory to Agent in its sole discretion or (ii) an issuance
of equity interests of Parent which is not otherwise prohibited by the terms of the Credit Agreement. This consent is a limited
consent and shall not be deemed to constitute a consent with respect to any other current or future departure from the requirements
of any provision of the Credit Agreement or any other Loan Documents.


 




    	 	 	 



     


    

 


3.           Amendments
to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5 below and in reliance upon
the representations and warranties of the Loan Parties set forth in Section 6 below, the Credit Agreement is hereby amended
as follows:


 


(a)          Section
7(e) 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
	 	 	 
	6.25:1.0	 	For the 12 month periods ending March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020"
	 	 	 
	5.5:1.0	 	For the 12 month period ending March 31, 2021 and for the 12 month periods ending on the last day of each calendar quarter thereafter"


 


(b)          The
definition of "Maximum Revolver Amount" contained in Schedule 1.1 of the Credit Agreement is hereby amended and restated
in its entirety as follows:


 


""Maximum
Revolver Amount" means $250,000,000, increased as provided in Section 2.2 and decreased by the amount of reductions
in the Revolver Commitments made in accordance with Section 2.4(c) of the Agreement."


 


(c)          Schedule
C-1 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit A attached hereto.


 


4.           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. Each Loan Party hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement
and the other Loan Documents represent the valid, enforceable and collectible obligations of such Loan Party, and further acknowledges
that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement
or any other Loan Document. Each Loan Party hereby agrees that this Amendment in no way acts as a release or relinquishment of
the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby
ratified and confirmed by the Loan Parties in all respects.


 




    	 	-2-	 



     


    

 


5.           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, for the ratable benefit of Lenders, a non-refundable amendment fee equal to $100,000 which shall be due and
payable and fully earned on the date hereof;


 


(c)          Borrower
shall have paid all reasonable and documented costs and expenses (including reasonable attorneys fees) incurred by Agent and all
fees due and owing; and


 


(d)          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.


 


6.           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; and


 


(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.


 


7.           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.


 




    	 	-3-	 



     


    

 


(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.


 


(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.


 


8.           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.


 




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(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 Pages Follow]


 




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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 Consent and First Amendment to Second Amended
and Restated Credit Agreement


 




    	 	 	 



     


    

 


	 	6 DEGREES INTEGRATED COMMUNICATIONS CORP
	 	 
	 	72ANDSUNNY PARTNERS, LLC
	 	 
	 	ACCUMARK PARTNERS INC. (formerly known as 6 Degrees Integrated Communications Inc.)
	 	 
	 	ALBION BRAND COMMUNICATION LIMITED
	 	 
	 	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
	 	 
	 	CONCENTRIC PARTNERS LLC
	 	 
	 	CRISPIN PORTER & BOGUSKY EUROPE AB
	 	 
	 	CRISPIN PORTER & BOGUSKY LIMITED
	 	 
	 	CRISPIN PORTER & BOGUSKY LLC
	 	 
	 	DONER PARTNERS LLC
	 	 
	 	DOTGLU LLC
	 	 
	 	HELLO DESIGN, LLC


 


Signature Pages to Consent and First Amendment to Second Amended
and Restated Credit Agreement


 




    	 	 	 



     


    

 


	 	HL GROUP PARTNERS LLC
	 	 
	 	HPR 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
	 	 
	 	LEGEND PR PARTNERS LLC
	 	 
	 	LUNTZ GLOBAL PARTNERS LLC
	 	 
	 	MAXXCOM GLOBAL MEDIA LLC
	 	 
	 	MAXXCOM (USA) FINANCE COMPANY
	 	 
	 	MAXXCOM (USA) HOLDINGS INC.
	 	 
	 	MDC ACQUISITION INC.
	 	 
	 	MDC CANADA GP INC.
	 	 
	 	MDC CORPORATE (US) INC.


 


Signature Pages to Consent and First Amendment to Second Amended
and Restated Credit Agreement


 




    	 	 	 



     


    

  


	 	MDC EUROPE LIMITED
	 	 
	 	MDC INNOVATION PARTNERS LLC (d/b/a Spies & Assassins)
	 	 
	 	MDC PARTNERS UK HOLDINGS LIMITED
	 	 
	 	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
	 	 
	 	PLUS PRODUCTIONS, 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


 


Signature Pages to Consent and First Amendment to Second Amended
and Restated Credit Agreement


 




    	 	 	 



     


    

 


	 	TC ACQUISITION INC. 
	 	 
	 	THE ARSENAL LLC (formerly known as Team Holdings LLC)
	 	 
	 	THE PATH WORLDWIDE LIMITED
	 	 
	 	TRACK 21 LLC
	 	 
	 	TRADE X PARTNERS LLC
	 	 
	 	TRAPEZE MEDIA LIMITED
	 	 
	 	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
	 	 
	 	X CONNECTIONS INC.
	 	 
	 	YAMAMOTO MOSS MACKENZIE, INC.
	 	 
	 	Y MEDIA LABS LLC
	 	 
	 	ZYMAN GROUP, LLC


 


	 	Each by:	 
	 	Name:	 
	 	Title:	Authorized Signatory
	 	 	 
	 	Each by:	 
	 	Name:	 
	 	Title:	Authorized Signatory


 


Signature Pages to Consent and First Amendment to Second 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:	 


 


Signature Pages to Consent and First Amendment to Second Amended
and Restated Credit Agreement


 




    	 	 	 



     


    

 


	 	JPMorgan Chase Bank, N.A., as a Lender


 


	 	By:	 





	 	Name:	 





	 	Title:	 


 


Signature Pages to Consent and First Amendment to Second Amended
and Restated Credit Agreement


  




    	 	 	 



     


    

 


	 	Bank of Montreal, as a Lender


 


	 	By:	 





	 	Name:	 





	 	Title:	 


 




    	 	 	 



     


    

  


	 	CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender


 


	 	By:	 





	 	Name:	 





	 	Title:	 


 


Signature Pages to Consent and First Amendment to Second Amended
and Restated Credit Agreement


 




    	 	 	 



     


    

 


	 	ROYAL BANK OF CANADA, as a Lender


 


	 	By:	 





	 	Name:	 





	 	Title:	 


 


Signature Pages to Consent and First Amendment to Second Amended
and Restated Credit Agreement


 


 




    	 	 	 



     


    

 


EXHIBIT A


 


Schedule C-1


 


Commitments


 


	Lender	 	Revolver
 Commitment	 	 	Total Commitment	 
	Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC	 	$	96,000,000	 	 	$	96,000,000	 
	JPMorgan Chase Bank, N.A.	 	$	77,000,000	 	 	$	77,000,000	 
	Bank of Montreal	 	$	38,500,000	 	 	$	38,500,000	 
	Citizens Bank, National Association	 	$	19,250,000	 	 	$	19,250,000	 
	Royal Bank of Canada	 	$	19,250,000	 	 	$	19,250,000	 
	All Lenders	 	$	250,000,000	 	 	$	250,000,000