Exhibit 10.1


 





EXECUTION VERSION










 


FOURTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), with an effective date of October 23, 2014, 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 Amended and Restated Credit Agreement dated as of March
20, 2013 (as amended, modified or supplemented from time to time, the "Credit Agreement"); and


 


WHEREAS, Borrower, Agent
and the Lenders have agreed to amend and modify the Credit Agreement as provided herein, 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.           Amendments
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)           Section 2.1(d)
of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(d)           Notwithstanding anything
contained in the Loan Documents to the contrary, Revolver Usage shall at no time exceed either (a) the maximum amount of Indebtedness
permitted to be outstanding under Section 3.8(b)(3) of the Senior Unsecured Trust Indenture (or, after the consummation of any
Permitted Senior Unsecured Debt Refinancing, the corresponding section of the Permitted Refinancing Senior Unsecured Trust Indenture)
or (b) the maximum amount of Indebtedness permitted to be secured under clauses (10) and (27) of the definition of "Permitted
Liens" set forth in the Senior Unsecured Trust Indenture (or, after the consummation of any Permitted Senior Unsecured Debt
Refinancing, the corresponding clauses of the definition of "Permitted Liens" set forth in the Permitted Refinancing
Senior Unsecured Trust Indenture), in each case as such provisions of the Senior Unsecured Trust Indenture or the Permitted Refinancing
Senior Unsecured Trust Indenture may be amended, modified, waived or supplemented from time to time in accordance with the terms
thereof.


 



    	 



    	 



    




(b)           Section 2.2(a)
of the Credit Agreement is hereby amended by deleting the reference to "4th year anniversary" contained therein and inserting
"5th year anniversary" in lieu thereof.


 


(c)           Section 2.10(b)
of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(b)           for the ratable account
of those Lenders with Revolver Commitments, on the first day of each month from and after the Closing Date up to the first day
of the month prior to the Payoff Date and on the Payoff Date, an unused line fee in an amount equal to the Unused Line Fee Rate
times the result of (i) the Maximum Revolver Amount, less (ii) the average Daily Balance of the Revolver Usage during
the immediately preceding month (or portion thereof).


 


(d)           Section 3.3 of
the Credit Agreement is hereby amended by deleting the reference to "March 20, 2018" contained therein and inserting
"September 30, 2019" in lieu thereof.


 


(e)           Section 4.23 of
the Credit Agreement is hereby amended and restated in its entirety as follows:


 


4.23 Anti-Corruption Laws
and OFAC. To Borrower's knowledge, no Loan Party nor any of its Subsidiaries is in violation of any Sanctions. To Borrower's
knowledge, no Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has of its
assets located in Sanctioned Entities, or (c) derives its revenues from investments in, or transactions with Sanctioned Persons
or Sanctioned Entities. To Borrower's knowledge, the proceeds of any Advance will not be used to fund any operations in, finance
any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity. To Borrower's knowledge,
each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance by such Loan Party,
its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions,
and such Loan Party, its Subsidiaries and their respective officers and employees and to the knowledge of such Loan Party, its
directors and agents, are in compliance with Anti-Corruption Laws in all material respects.


 


(f)           Section 5.8 of
the Credit Agreement is hereby amended and restated in its entirety as follows:


 


5.8 Compliance with Laws.
(i) Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than
laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Change and (ii) maintain in effect and enforce policies and procedures designed to ensure compliance
by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and
applicable Sanctions.


 



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(g)           Section 6.9 of
the Credit Agreement is hereby amended and restated in its entirety as follows:


 


6.9           Restricted Junior
Payments. 


 


Make any
Restricted Junior Payment; provided, that (a) any Subsidiary of Parent may declare and pay dividends to a Loan Party (other
than Parent), (b) any Subsidiary of Parent may pay dividends to Parent (i) in amounts necessary to pay customary expenses of the
Parent in the ordinary course of its business as a public holding company (including salaries and related reasonable and customary
expenses incurred by employees of the Parent) and (ii) in amounts necessary to pay taxes when due and owing by Parent, (c) any
Subsidiary of Parent or the applicable parent company of such Subsidiary may make Restricted Junior Payments to such Subsidiary's
shareholders and employees and management personnel of such Subsidiary's shareholders pursuant to the terms of the shareholder
agreements or similar agreements between such Subsidiary or the applicable parent company of such Subsidiary and such shareholders,
including without limitation payments in respect of and pursuant to the Put Obligations, (d) so long as (i) no Default or Event
of Default exists or would otherwise arise as a result thereof, (ii) Excess Availability, after giving effect thereto, exceeds
the Applicable Excess Availability Amount and (iii) Availability, after giving effect thereto, exceeds the Applicable Availability
Amount, Parent and any Subsidiary of Parent may repurchase from its employees Stock of Parent or such Subsidiary up to an aggregate
amount, for all such repurchases by Parent and all Subsidiaries of Parent permitted pursuant to this clause (d), not to exceed
$10,000,000 in any fiscal year; provided, that if the amount of repurchases permitted to be made in any fiscal year as set
forth in the preceding clause (d) is greater than the actual amount of repurchases actually made pursuant to the preceding clause
(d) in such fiscal year (the amount by which such permitted repurchases for such fiscal year exceeds the actual amount of repurchase
made during such fiscal year, the "Excess Repurchase Amount"), then such Excess Repurchase Amount may be carried
forward to the next succeeding fiscal year, (e) any Loan Party may make payments in respect of Earn-outs, (f) so long as (i) no
Default or Event of Default exists or would otherwise arise as a result thereof, (ii) Excess Availability, after giving effect
thereto, exceeds the Applicable Excess Availability Amount and (iii) Availability, after giving effect thereto, exceeds the Applicable
Availability Amount, Parent may declare or pay dividends on account of Stock of Parent in an amount per fiscal year up to the product
of (x) the Annual Dividend Amount and (y) the number of outstanding shares of such Stock (including unvested restricted shares
and/or shares included in restricted stock units granted pursuant to the Parent's 2011 Stock Incentive Plan or any successor plan,
but excluding any shares issued in a stock split or similar transaction), and (g) so long as (i) no Default or Event of Default
exists or would otherwise arise as a result thereof, (ii) Excess Availability, after giving effect thereto, exceeds the Applicable
Excess Availability Amount and (iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount (such
conditions, collectively, the "Restricted Junior Payment Basket Conditions"), Parent and its Subsidiaries may
make Restricted Junior Payments in any fiscal year, not otherwise permitted pursuant to clauses (a) through (f) above, up to an
aggregate amount not to exceed an amount equal to (1) 85% of Excess Cash Flow for the period commencing January 1, 2012 and ending
on the last day of the then most recently ended fiscal quarter less (2) the sum of (x) the aggregate amount of Restricted Junior
Payments made pursuant to this clause (g) and clause (f) of this Section 6.9 during the period commencing
on January 1, 2013 and ending on such date and (y) the aggregate amount of Investments made pursuant to clause (t) of the definition
of "Permitted Investments" during the period commencing January 1, 2013 and ending on such date.


 






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(h)           Clause (ii) of
Section 6.11(b) of the Credit Agreement is hereby amended by deleting the reference to "$15,000,000" contained therein
and inserting "$30,000,000" in lieu thereof.


 


(i)           Section 6.13 of
the Credit Agreement is hereby amended and restated in its entirety as follows:


 


6.13 Use
of Proceeds. Use the proceeds of the Advances (i) for any purpose other than (a) on the Closing Date, to pay transactional
fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated
hereby and thereby, and (b) thereafter, consistent with the terms and conditions hereof, for its lawful and permitted purposes
and (ii) (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Entity, or (C) in any manner that
would result in the violation of any Sanctions applicable to any party hereto.


 


(j)           Schedule 1.1 of
the Credit Agreement is hereby amended by adding the following new definitions in the proper alphabetical order:


 


"Annual Dividend Amount"
means, as of any date of determination, an amount equal (a) during the fiscal year ending December 31, 2014, $0.76 (or such greater
amount as agreed to by Agent in its sole discretion), (b) during the fiscal year ending December 31, 2015, $0.84 (or such greater
amount as agreed to by Agent in its sole discretion), (c) during the fiscal year ending December 31, 2016, $0.92 (or such greater
amount as agreed to by Agent in its sole discretion), (d) during the fiscal year ending December 31, 2017, $1.01 (or such greater
amount as agreed to by Agent in its sole discretion), (e) during the fiscal year ending December 31, 2018, $1.11 (or such greater
amount as agreed to by Agent in its sole discretion) and (f) during the fiscal year ending December 31, 2019, $1.22 (or such greater
amount as agreed to by Agent in its sole discretion).


 


"Anti-Corruption Laws"
means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time
concerning or relating to bribery or corruption.


 


"Sanctions"
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government,
including those administered by OFAC or the U.S. Department of State.


 






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"Unused Line Fee Rate"
means, as of any date of determination, a rate per annum equal to (a) if the average Daily Balance of the Revolver Usage during
the immediately preceding month (or portion thereof) was greater than $100,000,000, 0.25% and (b) if the average Daily Balance
of the Revolver Usage during the immediately preceding month (or portion thereof) was less than or equal to $100,000,000, 0.375%.


 


(k)           The definition
of "Base Rate" set forth in Schedule 1.1 of the Credit Agreement is hereby amended and restated as follows:


 


"Base Rate"
means the greatest of (a) the Federal Funds Rate plus 1⁄2%, (b) the LIBOR Rate (which rate shall be calculated based
upon an Interest Period of 1 month and shall be determined on a daily basis and subject to the interest rate floors set forth in
the definition thereof), plus 1 percentage point, and (c) the rate of interest announced, from time to time, within Wells
Fargo at its principal office in San Francisco as its "prime rate", with the understanding that the "prime rate"
is one of Wells Fargo's base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates
of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement
in such internal publications as Wells Fargo may designate.


 


(l)           The definition
of "Base Rate Margin" set forth in Schedule 1.1 of the Credit Agreement is hereby amended by deleting the reference to
"1.25 percentage points" contained therein and inserting "1.00 percentage points" in lieu thereof.


 


(m)           The definition
of "Borrowing Base" set forth in Schedule 1.1 of the Credit Agreement is hereby amended by deleting the reference to
"10%" contained in the proviso therein and inserting "15%" in lieu thereof.


 


(n)           The definition
of "Federal Funds Rate" set forth in Schedule 1.1 of the Credit Agreement is hereby amended and restated in its entirety
as follows:


 


"Federal Funds Rate"
means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three
Federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Rate shall be less than zero, such
rate shall be deemed to be zero.


 


(o)           The definition
of "Immaterial Subsidiary" set forth in Schedule 1.1 of the Credit Agreement is hereby amended and restated in its entirety
as follows:


 


"Immaterial Subsidiary"
means, at any time, any Subsidiary of Parent the annual EBITDA of which is less than 4% of Parent's EBITDA as of such time, provided
that the aggregate annual EBITDA of all Subsidiaries of Parent that would otherwise constitute Immaterial Subsidiaries shall not
exceed 10% of Parent's EBITDA as of such time.


 






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(p)           The definition
of "LIBOR Rate Margin" set forth in Schedule 1.1 of the Credit Agreement is hereby amended by deleting the reference
to "2.00 percentage points" contained therein and inserting "1.75 percentage points" in lieu thereof.


 


(q)           The definition
of "Maximum Revolver Amount" set forth in Schedule 1.1 of the Credit Agreement is hereby amended by deleting the reference
to "$225,000,000" contained therein and inserting "$325,000,000" in lieu thereof.


 


(r)           Clause (o) of
the definition of "Permitted Dispositions" set forth in Schedule 1.1 of the Credit Agreement is hereby amended and restated
in its entirety as follows:


 


(o)           so long as (i) no Event
of Default has occurred and is continuing or would result therefrom and (ii) on a pro forma basis after giving effect to the applicable
disposition, Parent and its Subsidiaries are in compliance with the financial covenants set forth in Section 7 as of the
end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement,
dispositions of Investments made solely pursuant to clause (s) of the definition of Permitted Investments, and


 


(s)           The definition
of "Permitted Dispositions" set forth in Schedule 1.1 of the Credit Agreement is hereby amended by adding a new clause
(p) as follows:


 


(p)           dispositions of assets
(other than Stock of Loan Parties and Stock held by Loan Parties) not otherwise permitted in clauses (a) through (o)
above so long as no Event of Default exists and made at fair market value and the aggregate fair market value of (i) all assets
disposed of in any fiscal year pursuant to his clause (p) (including the proposed disposition) would not exceed the Dollar Equivalent
$10,000,000 and (ii) all assets disposed of in all such dispositions pursuant to this clause (p) since the Closing Date (including
the proposed disposition) would not exceed the Dollar Equivalent of $25,000,000.


 


(t)           Clause (t) of
the definition of "Permitted Investments" set forth in Schedule 1.1 of the Credit Agreement is hereby amended and restated
in its entirety as follows:


 


(t)           so long as the Restricted
Junior Payment Basket Conditions are satisfied, any Investments made during any fiscal year up to an aggregate amount not to exceed
an amount equal to (I) 85% of Excess Cash Flow for the period commencing January 1, 2012 and ending on the last day of the then
most recently ended fiscal quarter less (II) the sum of the aggregate amount of Restricted Junior Payments made pursuant to clauses
(f) or (g) of Section 6.9 and Investments made pursuant to this clause (t) during the period commencing January 1,
2013 and ending on such date.


 


(u)           Schedule C-1 of
the Credit Agreement is hereby replaced with Schedule C-1 attached hereto.


 






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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 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.


 


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 that certain Supplemental Fee Letter, in form and substance satisfactory to Agent, duly authorized, executed and
delivered by the parties thereto (the "Supplemental Fee Letter");


 


(c)           Agent shall
have received resolutions of each Loan Party's Board of Directors authorizing such Loan Party's execution, delivery, and performance
of this Amendment;


 


(d)           Agent shall
have received a certificate of status with respect to each US Loan Party and each Canadian Loan Party, dated within 10 days of
the date hereof, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party,
which certificate shall indicate that such Loan Party is in good standing in such jurisdiction;


 


(e)           Agent shall
have received an opinion of Loan Parties' primary counsel in form and substance satisfactory to Agent;


 


(f)           Borrower shall
have paid all reasonable and documented costs and expenses (including reasonable attorneys fees) incurred by Agent and all fees
(including the Commitment Fee and Extension Fee (each as defined below) and those fees set forth in the Supplemental Fee Letter)
due and owing; and


 


(g)           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 (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);


 






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(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.


 


6.           Commitment
Fee and Extension Fee. As consideration for the agreements of the Agent and the Lenders set forth herein, Borrower agree to
pay (i) to Agent, for allocation among the applicable Lenders, a commitment fee in an amount equal to (x) 0.50% times
(y) the increase of their Revolver Commitments pursuant to this Amendment (the "Commitment Fee") and (ii)
to Agent, for allocation among the applicable Lenders, an extension fee in an amount equal to (x) 0.25% times (y) the
their Revolver Commitments (as in effect immediately prior to giving effect to this Amendment) (the "Extension Fee").
Each of the Commitment Fee and the Extension Fee shall be fully earned and payable on the date hereof, and non-refundable when
paid.


 


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.


 


(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.


 






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(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.


 


(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 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 Fourth Amendment to Amended and Restated
Credit Agreement








    	 



    	 



    




 





	 	6 DEGREES INTEGRATED COMMUNICATIONS CORP
	 	 
	 	72ANDSUNNY PARTNERS, LLC
	 	 
	 	ACCENT MARKETING SERVICES, L.L.C.
	 	 
	 	ACCUMARK PARTNERS INC. (formerly known as 6 Degrees Integrated Communications Inc.)
	 	 
	 	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 LLC
	 	 
	 	DONER PARTNERS LLC
	 	 
	 	DOTGLU LLC
	 	 
	 	HELLO DESIGN, LLC
	 	 
	 	HL GROUP PARTNERS LLC
	 	 



 





Signature Pages to Fourth Amendment to Amended and Restated
Credit Agreement











    	 



    	 



    

 


 


	 	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
	 	 
	 	KINGSDALE PARTNERS LP
	 	By: MDC Kingsdale 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.
	 	 



 


 


Signature Pages to Fourth Amendment to Amended and Restated Credit Agreement






    	 



    	 



    

 


 


	 	MDC CORPORATE (US) INC.
	 	 
	 	MDC INNOVATION PARTNERS LLC (d/b/a Spies & Assassins)
	 	 
	 	MDC KINGSDALE GP, INC.
	 	 
	 	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
	 	 
	 	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
	 	 
	 	TC ACQUISITION INC. 
	 	 



 






    	 



    	 



    

 


	 	THE ARSENAL LLC (formerly known as Team Holdings LLC)
	 	 
	 	TRACK 21 LLC
	 	 
	 	TRADE X PARTNERS LLC
	 	 
	 	TRAPEZE MEDIA LIMITED
	 	 
	 	UNION ADVERTISING CANADA LP
	 	By: MDC Canada GP Inc.
	 	       Its general partner
	 	 
	 	VARICK MEDIA MANAGEMENT LLC
	 	 
	 	VERITAS COMMUNICATIONS INC.
	 	 
	 	VITRO PARTNERS LLC
	 	 
	 	VITROROBERTSON LLC
	 	 
	 	X CONNECTIONS INC.
	 	 
	 	YAMAMOTO MOSS MACKENZIE, INC.
	 	 
	 	ZYMAN GROUP, LLC


 


	 	
        By:________________________________________

        Name:_____________________________________

        

        Title: Authorized Signatory

         

	 	
        By:________________________________________

        Name:_____________________________________

        

        Title: Authorized Signatory

         



 


 


 





Signature Pages to Fourth Amendment to 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:___________________________________

        



 


 


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

        

        

        By:____________________________________

        

        Name:__________________________________

        

        Title:___________________________________

        



 


 


	 	
        Bank of Montreal,
        as a Lender

        

        

        By:____________________________________

        

        Name:__________________________________

        

        Title:___________________________________

        



 


 


	 	
        Goldman Sachs Lending
        Partners LLC, as a Lender

        

        

        By:____________________________________

        

        Name:__________________________________

        

        Title:___________________________________

         



 


Signature Pages to Fourth Amendment to Amended and Restated
Credit Agreement


    	 



    	 



    

 


	 	
        NYCB SPECIALTY FINANCE COMPANY, LLC, a wholly owned  subsidiary
        of New York Community Bank, as a Lender

        

        

        By:____________________________________

        

        Name:__________________________________

        

        Title:___________________________________

         



 


 


 


Signature Pages to Fourth Amendment to Amended and Restated
Credit Agreement


    	 



    	 



    

 


	 	
        CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender

        

        

        By:_______________________________________

        Name:____________________________________

        Title:_____________________________________

        



 


 


 


Signature Pages to Fourth Amendment to Amended and Restated
Credit Agreement


    	 



    	 



    

 


	 	ROYAL BANK OF CANADA, as a Lender





By:_______________________________________

Name:____________________________________

Title:_____________________________________


 


 


 


 


 


Signature Pages to Fourth Amendment to Amended and Restated
Credit Agreement


    	 



    	 



    
 

Schedule C-1



Commitments


 


 


	Lender	Revolver Commitment	Total Commitment
	Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC	$125,000,000	$125,000,000
	JPMorgan Chase Bank, N.A.	$60,000,000	$60,000,000
	Bank of Montreal	$25,000,000	$25,000,000
	Goldman Sachs Lending Partners LLC	$15,000,000	$15,000,000
	NY Specialty Finance Company, LLC	$35,000,000	$35,000,000
	Citizens Bank, National Association	$40,000,000	$40,000,000
	Royal Bank of Canada	$25,000,000	$25,000,000
	All Lenders	$325,000,000	$325,000,000