AMENDMENT NO. 3Credit Agreement • April 1st, 2005 • MDC Partners Inc • Services-advertising agencies
AMENDMENT NO. 3 dated as of April 1, 2005 to the Credit Agreement and the Security Agreements 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 entities identified under the caption “GUARANTORS” on the signature pages hereto (collectively, the “Guarantors”), each of the Lenders identified under the caption “LENDERS” on the signature pages hereto and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as U.S. administrative agent for the Lenders (in such capacity, the “U.S. Administrative Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZYMAN GROUP, LLCLimited Liability Company Agreement • April 1st, 2005 • MDC Partners Inc • Services-advertising agencies • Delaware
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) dated April 1, 2005, is made and entered into by and among ZG ACQUISITION INC., a Delaware corporation (“MDC”), ZYMAN COMPANY, INC., a Delaware corporation (“Zyman”); the management unitholders signatory hereto (together with any management unitholders who are admitted as members following the date hereof pursuant to Section 2.4, the “Management Unitholders” (which term, for the avoidance of any doubt, shall not include Sergio Zyman (“SZ”)); the Management Unitholders together with Zyman and MDC collectively referred to as the “Members” and individually a “Member”), MDC PARTNERS INC., a corporation organized under the federal laws of Canada (“MDC Partners”), and ZYMAN GROUP, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article XIII.
MEMBERSHIP UNIT PURCHASE AGREEMENT by and among ZG ACQUISITION INC., MDC PARTNERS INC., ZYMAN GROUP, LLC, ZYMAN COMPANY, INC., SERGIO ZYMAN (only with respect to Section 7.3) andMembership Unit Purchase Agreement • April 1st, 2005 • MDC Partners Inc • Services-advertising agencies • New York
MEMBERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) dated April 1, 2005, by and among ZG ACQUISITION INC., a Delaware corporation (the “Purchaser”), MDC PARTNERS INC., a corporation organized under the federal laws of Canada (“MDC Partners”), Sergio Zyman (with respect to Section 7.3.), ZYMAN GROUP, LLC, a Delaware limited liability company (together with any predecessor company, including Zyman Group, LLC, a Nevada limited liability company (“Nevada LLC”), and including, for purposes of Article III (other than Sections 3.1-3.4, 3.6 and 3.7.2), its subsidiaries, the “Company”), ZYMAN COMPANY, INC., a Delaware corporation (“Zyman”), and the other unitholders of the Company listed on the signature page hereto (collectively, the “Management Sellers”; together with Zyman, the “Sellers” and each individually, a “Seller”).
LIMITED WAIVERMDC Partners Inc • April 1st, 2005 • Services-advertising agencies
LIMITED WAIVER dated as of March 31, 2005 among 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”) and the lenders party to the Credit Agreement referred to below (the “Lenders”).
