SIXTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1.2

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of April 29, 2011, by and among the Lenders party hereto, XXXXX FARGO CAPITAL FINANCE, LLC, formerly known as Xxxxx 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").

WHEREAS, Parent, Borrower, the other Loan Parties, Agent, and Lenders are parties to that certain Credit Agreement dated as of October 23, 2009 (as amended, modified or supplemented from time to time, the "Credit Agreement");

WHEREAS, Borrower, Agent and the Lenders have agreed to amend and modify the Credit Agreement as provided herein, in each case 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. Amendment 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) The first sentence of Section 2.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Borrower may, at any time prior to the Maturity Date, by written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), request increases (in minimum increments of $5,000,000) to the amount of the Maximum Revolver Amount to increase the Maximum Revolver Amount to an amount not to exceed $150,000,000 at any time (any such increase, a "Revolver Increase"); provided, that any such Revolver Increase shall only be made if (i) after giving effect to such Revolver Increase, the Pro Rata Share of Xxxxx Fargo Capital Finance, LLC is greater than or equal to 50%, (ii) such Revolver Increase would not be prohibited by the terms of the Senior Unsecured Debt Documents, (iii) at the time that such Revolver Increase is to be made (and after giving effect thereto) no Default or Event of Default shall exist and (iv) Agent shall have received commitments (satisfactory to Agent) from Lenders (or their Affiliates) or other Persons acceptable to Agent to provide Revolver Commitments which, in the aggregate, equal the amount of the requested Revolver Increase.

(b) Clause (iii) of Section 2.12(b) of the Credit Agreement is hereby amended by deleting the reference to "5" contained therein and inserting "7" in lieu thereof.

This Agreement shall continue in full force and effect for a term ending on October 23, 2015 (the "Maturity Date").

(d) Subsection (a) of Section 7 of the Credit Agreement is hereby amended by deleting the reference to "$115,000,000" contained therein and inserting "$150,000,000" in lieu thereof.

(e) Subsection (e) of Section 7 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(e) Total Leverage Ratio. Have a Total Leverage Ratio, measured on a quarter-end basis, of not greater than the applicable ratio set forth in the following table for the applicable date set forth opposite thereto:

Applicable Ratio	Applicable Date
3.50:1.0	For the 12 month period ending December 31, 2010
4.00:1.0	For the 12 month period ending March 31, 2011
4.00:1.0	For the 12 month period ending June 30, 2011
3.75:1.0	For the 12 month period ending September 30, 2011 and for the 12 month period ending on the last day of each calendar quarter thereafter

(f) Subsection (f) of Section 7 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(f) Minimum Accounts. At all times, the aggregate amount of Loan Parties' Accounts shall be an amount equal to or in excess of the lesser of (i) 110% of the Maximum Revolver Amount and (ii) 125% of Consolidated EBITDA (as defined in the Senior Unsecured Trust Indenture or, after the consummation of any Permitted Senior Unsecured Debt Refinancing, the Permitted Refinancing Senior Unsecured Trust Indenture) for the most recently ended four fiscal quarter period of Parent for which financial statements is available to Parent.

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(g) The definition of "Applicable Excess Availability Amount" set forth in Schedule 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

"Applicable Excess Availability Amount" means $20,000,000.

(h) The definition of "Base LIBOR Rate" set forth in Schedule 1.1 of the Credit Agreement is hereby amended by deleting the reference to "1.50 percent per annum" contained therein and inserting "0.50 percent per annum" in lieu thereof.

(i) The definition of "Maximum Revolver Amount" set forth in Schedule 1.1 of the Credit Agreement is hereby amended by deleting the reference to "$75,000,000" contained therein and inserting "$100,000,000" in lieu thereof.

(j) A new Section 10.4 is hereby added to the Credit Agreement as follows:

10.4. Waiver of Damages.

Without limiting any other indemnification provision contained in this Section 10, to the extent permitted by applicable law, Borrower hereby agrees that no Loan Party shall assert, and Borrower hereby waives, and shall cause each other Loan Party to waive, any claim against each Indemnified Person on any theory of liability, for special, consequential or punitive damages (as opposed to actual damages) (whether or not the claim therefore is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Advances or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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

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 Loan Documents as appropriate to express the agreements contained herein. The Credit Agreement and the Loan Documents shall remain unchanged and in full force and effect in accordance with their original terms.

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 First Amendment to Fee Letter, in form and substance satisfactory to Agent, duly authorized, executed and delivered by the parties thereto;

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(c) Agent shall have received that certain Assignment and Acceptance Agreement entered into between Xxxxx Fargo Capital Finance, LLC, as assignor, and JPMorgan Chase Bank, N.A., as assignee, with respect to an assignment of the Revolver Commitment in an amount equal to $10,000,000, in form and substance satisfactory to Agent, duly authorized, executed and delivered by the parties thereto;

(d) Agent shall have received that certain Assignment and Acceptance Agreement entered into between Xxxxx Fargo Capital Finance, LLC, as assignor, and Bank of Montreal, as assignee, with respect to an assignment of the Revolver Commitment in an amount equal to $15,000,000, in form and substance satisfactory to Agent, duly authorized, executed and delivered by the parties thereto;

(e) Agent shall have received that certain Assignment and Acceptance Agreement entered into between Xxxxx Fargo Capital Finance, LLC, as assignor, and Xxxxxxx Xxxxx Lending Partners LLC, as assignee, with respect to an assignment of the Revolver Commitment in an amount equal to $15,000,000, in form and substance satisfactory to Agent, duly authorized, executed and delivered by the parties thereto; and

(f) 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 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);

(b) No Default or Event of Default has occurred and is continuing; and

(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.

6. 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.

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(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.

7. 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 Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

	MDC PARTNERS INC., a federal company organized under the laws of Canada


	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Authorized Signatory


	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Authorized Signatory

	MAXXCOM INC., a Delaware corporation


	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Authorized Signatory


	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Authorized Signatory

Signature Pages to Sixth Amendment to Credit Agreement

	72ANDSUNNY PARTNERS, LLC, a Delaware limited liability company

	ACCENT MARKETING SERVICES, L.L.C., a Delaware limited liability company

	ADRENALINA LLC, a Delaware limited liability company

	XXXXXXX & PARTNERS LLC, a Delaware limited liability company

	ATTENTION PARTNERS LLC, a Delaware limited liability company

	ANOMALY PARTNERS LLC, a Delaware limited liability company

	XXXXX XXX DESIGN (USA) LLC, a Delaware limited liability company

	COLLE & XXXXX LLC, a Delaware limited liability company

	COLLE & XXXXX, INC., a Minnesota corporation

	COMMUNIFX PARTNERS LLC, a Delaware limited liability company

	COMPANY C COMMUNICATIONS, INC., a Delaware corporation

	COMPANY C COMMUNICATIONS LLC, a Delaware limited liability company

	XXXXXXX XXXXXX & BOGUSKY LLC, a Delaware limited liability company

	DOTGLU LLC, a Delaware limited liability company

	EXPECTING PRODUCTIONS, LLC, a California limited liability company By: Xxxxxx and Sunset Media, LLC, its sole member

	GUARDIANT WARRANTY, LLC, a Delaware limited liability company

Signature Pages to Sixth Amendment to Credit Agreement


	HELLO ACQUISITION INC., a Delaware corporation

	HELLO DESIGN, LLC, a California limited liability company

	HL GROUP PARTNERS LLC, a Delaware limited liability company

	XXXXXX AND SUNSET MEDIA, LLC (formerly known as Shout Media LLC), a California limited liability company

	HW ACQUISITION LLC, a Delaware limited liability company

	INTEGRATED MEDIA SOLUTIONS PARTNERS LLC, a Delaware limited liability company

	KBP HOLDINGS LLC, a Delaware limited liability company

	KBS+P ATLANTA LLC (formerly known as XXXXXXXX XXXXXX LLC), a Delaware limited liability company

	XXXXXXXXXXX BOND XXXXXXX & PARTNERS LLC (formerly known as Xxxxxxxxxxx Bond & Partners LLC), a Delaware limited liability company

	XXXXXXXXXXX BOND & PARTNERS WEST LLC, a Delaware limited liability company

	KWITTKEN PR LLC, a Delaware limited liability company

	MARGEOTES XXXXXXXX XXXXXX LLC, a Delaware limited liability company

	MAXXCOM (USA) FINANCE COMPANY, a Delaware corporation

	MAXXCOM (USA) HOLDINGS INC., a Delaware corporation

	MDC ACQUISITION INC., a Delaware Corporation

Signature Pages to Sixth Amendment to Credit Agreement

	MDC CORPORATE (US) INC., a Delaware corporation

	MDC INNOVATION PARTNERS LLC (d/b/a Spies & Assassins), a Delaware limited liability company

	MDC TRAVEL, INC., a Delaware corporation

	MDC/CPB HOLDINGS INC. (formerly known as CPB Acquisition Inc.), a Delaware corporation

	MDC/KBP ACQUISITION INC., a Delaware corporation

	MF+P ACQUISITION CO., a Delaware corporation

	MONO ADVERTISING, LLC, a Delaware limited liability company

	NEW TEAM LLC, a Delaware limited liability company

	NORTHSTAR RESEARCH GP LLC, a Delaware limited liability company

	NORTHSTAR RESEARCH HOLDINGS USA LP, a Delaware limited partnership

	NORTHSTAR RESEARCH PARTNERS (USA) LLC, a Delaware limited liability company

	OUTERACTIVE, LLC, a Delaware limited liability company

	PULSE MARKETING, LLC, a Delaware limited liability company

	REDSCOUT LLC, a Delaware limited liability company

	RELEVENT PARTNERS LLC, a Delaware limited liability company

	SKINNY NYC LLC, a Delaware limited liability company

Signature Pages to Sixth Amendment to Credit Agreement


	SLOANE & COMPANY LLC, a Delaware limited liability company

	SOURCE MARKETING LLC, a New York limited liability company

	TARGETCOM LLC, a Delaware limited liability company

	TC ACQUISITION INC., a Delaware corporation

	THE ARSENAL LLC (formerly known as Team Holdings LLC), a Delaware limited liability company

	TRACK 21 LLC, a Delaware limited liability company

	TRAFFIC GENERATORS, LLC, a Georgia limited liability company

	VARICK MEDIA MANAGEMENT LLC, a Delaware limited liability company

	VITROROBERTSON LLC, a Delaware limited liability company

	YAMAMOTO XXXX XXXXXXXXX, INC., a Delaware corporation

	ZG ACQUISITION INC., a Delaware corporation

	ZIG (USA) LLC, a Delaware limited liability company

	ZYMAN GROUP, LLC, a Delaware limited liability company

	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Authorized Signatory


	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Authorized Signatory

Signature Pages to Sixth Amendment to Credit Agreement

	XXXXXX XXXXXX CANADA INC., an Ontario corporation

	XXXXXXXXX BAS, an Ontario general partnership, by the members of its management committee

	COMPUTER COMPOSITION OF CANADA INC., an Ontario corporation

	XXXXX XXX DESIGN INC., an Ontario corporation

	XXXXX XXX HOLDINGS LTD., an Ontario corporation

	KBS+P CANADA INC. (formerly known as Xxxxxx Xxxxxxx Communications Inc.), an Ontario corporation

	TREE CITY INC., an Ontario corporation

	VERITAS COMMUNICATIONS INC., an Ontario corporation

	656712 ONTARIO LIMITED, an Ontario corporation

	NORTHSTAR RESEARCH HOLDINGS CANADA INC., an Ontario corporation

	NORTHSTAR RESEARCH PARTNERS INC., an Ontario corporation

	X CONNECTIONS INC., an Ontario corporation

	STUDIO PICA INC., a federal company organized under the laws of Canada

	XXXXXXX XXXXXX + BOGUSKY CANADA INC. (formerly known as Zig Inc.), an Ontario corporation

	6 DEGREES INTEGRATED COMMUNICATIONS INC. (formerly known as Accumark Communications Inc.), an Ontario corporation

Signature Pages to Sixth Amendment to Credit Agreement

	MAXXCOM (NOVA SCOTIA) CORP., a Nova Scotia corporation

	XXXXX XXXXX IRADESSO CORP., an Ontario corporation

	KENNA COMMUNICATIONS LP,
	an Ontario limited partnership By: Kenna Communications GP Inc. Its general partner

	CAPITAL C PARTNERS LP, an Ontario limited partnership By: Capital C Partners GP Inc. Its general partner

	KENNA COMMUNICATIONS GP INC., an Ontario corporation

	CAPITAL C PARTNERS GP INC., an Ontario corporation

	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Authorized Signatory


	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Authorized Signatory

Signature Pages to Sixth Amendment to Credit Agreement

	XXXXXXX XXXXXX & BOGUSKY EUROPE AB


	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Authorized Signatory


	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Authorized Signatory

Signature Pages to Sixth Amendment to Credit Agreement

	XXXXX FARGO CAPITAL FINANCE, LLC, formerly known as Xxxxx Fargo Foothill, LLC, as Agent and as a Lender


	By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	SVP

	JPMORGAN CHASE BANK, N.A., as a Lender


	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Senior Vice President

	BANK OF MONTREAL, as a Lender


	By:	/s/ Xxxxxxx Xxxxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Director

Signature Pages to Sixth Amendment to Credit Agreement

SCHEDULE C-1

FOURTH AMENDMENT TO CREDIT AGREEMENT

See Attached

Schedule C-1

Commitments

Lender	Revolver Commitment	Total Commitment
Xxxxx Fargo Capital Finance, LLC, formerly known as Xxxxx Fargo Foothill, LLC	$75,000,000	$75,000,000
JPMorgan Chase Bank, N.A.	$35,000,000	$35,000,000
Bank of Montreal	$25,000,000	$25,000,000
Xxxxxxx Xxxxx Lending Partners LLC	$15,000,000	$15,000,000

All Lenders	$150,000,000	$150,000,000

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Table of Contents

SIXTH AMENDMENT TO CREDIT AGREEMENT

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