0001144204-12-027313 Sample Contracts

NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 10th, 2012 • MDC Partners Inc • Services-advertising agencies

THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), with an effective date of March 27, 2012, is 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").

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SIXTH SUPPLEMENTAL INDENTURE
Sixth Supplemental Indenture • May 10th, 2012 • MDC Partners Inc • Services-advertising agencies

This Sixth Supplemental Indenture, dated as of March 23, 2012 (this “Supplemental Indenture”), among RJ Palmer Partners LLC, a Delaware limited liability company (the “New Note Guarantor”) and MDC Partners Inc., a corporation continued under the laws of Canada (together with its successors and assigns, the “Company”), each other Note Guarantor under the Indenture referred to below, and The Bank of New York Mellon, a New York banking corporation, as Trustee under the Indenture referred to below.

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