0001144204-16-089749 Sample Contracts

MDC PARTNERS INC., THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 6.500% SENIOR NOTES DUE 2024 INDENTURE Dated as of March 23, 2016
Indenture • March 23rd, 2016 • MDC Partners Inc • Services-advertising agencies • New York

INDENTURE, dated as of March 23, 2016, among MDC Partners Inc., a corporation continued under the laws of Canada (the “Company”), the Note Guarantors party hereto and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”).

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FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 23rd, 2016 • MDC Partners Inc • Services-advertising agencies

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), with an effective date of March 23, 2016, 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").

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