Exhibit 10.2
    

    


    AMENDMENT
      NO. 8

    


    


    AMENDMENT
      NO. 8 dated as of August 3, 2006 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., 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. 8 and not otherwise defined are
      used herein as defined in the Credit Agreement (as amended hereby).

    


    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 1.01 of the Credit Agreement is hereby amended by amending the following
      definition to read in its entirety as follows:

     

    “Capital
      Expenditures”
means,
      for any period, expenditures (including the aggregate amount of Capital Lease
      Obligations incurred during such period but excluding the interest component
      thereof) made by the Restricted Parties during such period to acquire or
      construct fixed assets, plant and equipment (including renewals, improvements
      and replacements, but excluding normal replacements and maintenance which are
      properly charged to current operations) that is required to be capitalized
      for
      financial reporting purposes in accordance with U.S. GAAP,
      provided
      that
      Capital Expenditures shall not include (a) for any period, Capital Expenditures
      (in an aggregate amount not to exceed U.S. $2,000,000 for any fiscal year)
      required to be reported on the statement of cash flows of MDC Partners in
      accordance with U.S. GAAP to the extent such Capital Expenditures have been
      funded during such period by a landlord of MDC Partners or any of its
      Subsidiaries (including the Minority-Owned Obligors) with respect to any
      improvements to property leased from such landlord by MDC Partners or any of
      its
      Subsidiaries (including the Minority-Owned Obligors) and (b) solely for the
      purposes of calculating the Fixed Charges Ratio as of any Test Period ending
      on
      or, as applicable, after September 30, 2006, Capital Expenditures made by Accent
      Marketing Services, L.L.C. and its Subsidiaries.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.03
      Section 7.06(p) of the Credit Agreement is hereby amended in its entirety to
      read as follows:

    


    “(p) Investments
      (in addition to Investments permitted under any of the foregoing clauses of
      this
      Section 7.06) in an aggregate amount not exceeding (i) at any time prior to
      the
      date of the Disposition in whole or in part of the Secure Products Business,
      U.S. $4,100,000 and (ii) at any time thereafter, U.S. $5,100,000.”

     

    2.04
      Section 8.06 of the Credit Agreement is hereby amended in its entirety to read
      as follows:

    “SECTION
      8.06. Capital
      Expenditures. (a)
      MDC
      Partners will not permit the aggregate amount of Capital Expenditures by the
      Restricted Parties in respect of the Marketing Communications Business and
      the
      Secure Products Business to exceed the following respective amounts with respect
      to such business for any fiscal year ending on the dates set forth
      below:

     

     

    
      	Fiscal Year Ending 	 	Amount (U.S. $)
	 	 	 
	 	
              Marketing
                Communications 

            	
              Secure
                Products

            
	 	 	 
	December 31, 2004	
              10,000,000

            	
              8,000,000

            
	December 31, 2005	
              10,000,000

            	
              3,500,000

            
	December 31, 2006	
              25,000,000

            	
              3,500,000

            
	December 31, 2007	
              10,000,000

            	
              3,500,000

            


    

     

    If
      the
      aggregate amount of Capital Expenditures with respect to any such business
      for
      any period set forth in the schedule above shall be less than the amount with
      respect to such business set forth opposite such period in the schedule above,
      then 100% of such shortfall shall be added to the amount of Capital Expenditures
      with respect to such business permitted for the immediately succeeding (but
      not
      any other) period and, for purposes hereof, the amount of Capital Expenditures
      made during any period shall be deemed to have been made first from the
      permitted amount for such period set forth in the schedule above and last from
      the amount of any carryover from any previous period. Notwithstanding the
      preceding sentence, if the aggregate amount of Capital Expenditures with respect
      to the Marketing Communications Business for the fiscal year ending on December
      31, 2006 shall exceed $10,000,000, then no such shortfall shall be added to
      the
      amount of Capital Expenditures permitted for the immediately succeeding
      period.

     

    If
      during
      any fiscal year specified in the table above (commencing with the fiscal year
      ending December 31, 2005) any Restricted Party shall consummate an acquisition
      of more than 50% of the Capital Stock of a Person principally and directly
      engaged in the Marketing Communications Business, the permitted amount of
      Capital Expenditures for “Marketing Communications” specified in such table for
      the current fiscal year and each successive fiscal year shall be increased
      by an
      amount equal to 10% of the “EBITDA” of such Person (calculated on the same basis
      as set forth in the definition of “EBITDA”) for the most recently completed
      fiscal year of such Person (which amount shall be determined in good faith
      by
      MDC Partners and certified to the Administrative Agent, based upon the audited
      financial statements (or, to the extent audited financial statements are not
      available, unaudited financial statements) of such Person for such fiscal year
      as furnished with such certification to the Administrative Agent).”

     

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

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    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 receipt by the U.S. Administrative Agent of one or more
      counterparts of this Amendment No. 8 executed by the Obligors and the Required
      Lenders.

    


    Section
      6. Miscellaneous.
      Except
      as herein provided, the Credit Agreement shall remain unchanged and in full
      force and effect. This Amendment No. 8 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. 8 by
      signing any such counterpart. This Amendment No. 7 shall be governed by, and
      construed in accordance with, the law of the State of New York.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 8 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

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    Agreed
      as set forth in Section 4 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

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    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

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    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

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    LENDERS

    


    JPMORGAN
      CHASE BANK, N.A.

    


    


    By:________________________________

    Name:

    Title:

    


    


    JPMORGAN
      CHASE BANK, N.A., TORONTO 

    BRANCH

    


    


    By:________________________________

    Name:

    Title:

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    BANK
      OF
      MONTREAL (CHICAGO BRANCH)

    


    


    By:________________________________

    Name:

    Title:

    


    


    BANK
      OF
      MONTREAL

    


    


    By:________________________________

    Name:

    Title:

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    THE
      BANK
      OF NOVA SCOTIA, by its Atlanta Agency

    


    


    By:________________________________

    Name:

    Title:

    


    


    THE
      BANK
      OF NOVA SCOTIA

    


    


    By:________________________________

    Name:

    Title:

    


    


    By:________________________________

    Name:

    Title:

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    TORONTO
      DOMINION (TEXAS) INC.

    


    


    By:________________________________

    Name:

    Title:

    


    


    THE
      TORONTO-DOMINION BANK

    


    


    By:________________________________

    Name:

    Title:

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    CIBC
      INC.

    


    


    By:________________________________

    Name:

    Title:

    


    


    CANADIAN
      IMPERIAL BANK OF COMMERCE

    


    


    By:________________________________

    Name:

    Title:

    


    By:________________________________

    Name:

    Title:   

     

    
      
         

      

      
        12