EXECUTION
      COPY

     

    AMENDMENT
      NO. 11

     

     

    AMENDMENT
      NO. 11 dated as of April 4, 2007 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. (“JPMCB”), 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.
      11 and not otherwise defined are used herein as defined in the Credit
      Agreement.

     

    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
      2.04(a) of the Credit Agreement is hereby amended by
      amending clause (ii) to read in its entirety as follows:

    “(ii) 
      no Letter of Credit shall have an expiration date later than, or shall permit
      the account party or the beneficiary to request the renewal thereof to a date
      beyond, the earlier of (x) the date one year after the issuance thereof and
      (y)
      the date five Business Days prior to the Commitment Termination Date,
provided that any Letter of Credit with a one-year term may provide for
      the renewal thereof for additional one-year periods (which shall in no event
      extend beyond the date referred to in the foregoing subclause (y)).
      Notwithstanding the foregoing, any Collateralized Letter of Credit (as defined
      below) may, with the consent of the Issuing Bank that issued such
      Collateralized Letter of Credit, expire on any date following the date that
      is
      five Business Days prior to the Commitment Termination Date.  As used
      herein, “Collateralized Letter of Credit” means a Letter of Credit that
      has been irrevocably cash collateralized by the Borrower pursuant to
      arrangements satisfactory to the Issuing Bank that issued such Letter of Credit,
      which shall be at least 20 Business Days prior to the Commitment Termination
      Date. Notwithstanding anything to the contrary in this Section, the obligations
      of the Revolving Lenders to acquire participations in Letters of Credit and
      to
      reimburse an Issuing Bank for unreimbursed amount shall terminate with respect
      to any Collateralized Letter of Credit upon the Commitment Termination Date
      and
      any participation held by any Lender in a Collateralized Letter of Credit on
      the
      Commitment Termination Date shall be deemed to have been assigned to the Issuing
      Bank that issued such Collateralized Letter of Credit on the Commitment
      Termination Date.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    2.03.  Section 2.06(b)
      of the Credit Agreement is hereby amended by adding at the end thereof the
      following words:

    “Notwithstanding
      the
      foregoing, any fees payable on any Collateralized Letter of Credit may, with
      the
      consent of the Issuing Bank that issued such Collateralized Letter of Credit,
      cease to be payable on any date following the date that is five Business Days
      prior to the Commitment Termination Date.”

    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, as amended hereby, 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. 11 and (b) no Default shall have occurred and
      be
      continuing under the Credit Agreement, as amended hereby.

     

    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 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
      5.  Conditions Precedent to Effectiveness.  The amendments set
      forth in Section 2 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. 11 executed by the Obligors, the Issuing Banks and the
      Lenders and (b) evidence that all fees and expenses agreed by MDC Partners
      to be
      payable in connection with this Amendment No. 11 have been paid in full.

     

    Section
      6.  Miscellaneous.  Except as herein provided, the Credit
      Agreement shall remain unchanged and in full force and effect.  This
      Amendment No. 11 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. 11 by signing any such
      counterpart.  This Amendment No. 11 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. 11 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:  	 
	 	
              

               

            
	 	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 4 above:

                   

                  
                    GUARANTORS

                     

                    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.

                    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.

                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/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., individually and as Administrative Agent and as
                U.S.
                Issuing Bank

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:  
              


    

    


    
      	 	 	 
	 	
              JPMORGAN
                CHASE BANK, N.A., TORONTO 

            
	 	
              BRANCH

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

     

    
      
        
        

      

      
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          6
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              BANK
                OF MONTREAL (CHICAGO BRANCH)

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    


    
      	 	 	 
	 	
              BANK
                OF MONTREAL

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

     

    
      
        
        

      

      
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              THE
                BANK OF NOVA SCOTIA, by its Atlanta Agency

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      	 	 	 
	 	
              THE
                BANK OF NOVA SCOTIA

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    
 

    
      	 	 	 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

     

    
      
        
        

      

      
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              TORONTO
                DOMINION (TEXAS) INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      	 	 	 
	 	
              THE
                TORONTO-DOMINION BANK, individually and as Canadian Issuing
                Bank

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    
  

     

    
      
        
        

      

      
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              CIBC
                INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      	 	 	 
	 	
              CANADIAN
                IMPERIAL BANK OF COMMERCE

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      	 	 	 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

     

    
      
        
        

      

      
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