AMENDMENT NO. 9Credit Agreement • November 9th, 2006 • MDC Partners Inc • Services-advertising agencies
AMENDMENT NO. 9 dated as of November 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. (“JPMCB”), as U.S. administrative agent for the Lenders (in such capacity, the “U.S. Administrative Agent”).
STOCK PURCHASE AGREEMENT by and among SECURED PRODUCTS (CAYMAN), INC., and dated as of November 3, 2006Stock Purchase Agreement • November 9th, 2006 • MDC Partners Inc • Services-advertising agencies • New York
Stock Purchase Agreement, dated as of November 3, 2006, by and among Secured Products (Cayman), Inc., a Cayman Islands exempted company (“Purchaser”), and MDC Partners Inc., a Canadian corporation (“Seller”) and the holder of all the capital stock of 2114744 Ontario Inc., a newly-formed Ontario corporation that will conduct its business as Mercury Graphics (“Mercury”); Metaca Corporation, a Canadian corporation (“Metaca”); MDC USA Holdings Inc. (“MDC Holdco”), a Delaware corporation that owns all of the capital stock of Ashton-Potter [USA] Ltd., a Delaware corporation (“AP”)(Mercury, Metaca and MDC Holdco are referred to as the “Base Companies”, and collectively with AP and Placard Pty Ltd. (“Placard”), an Australian corporation that is wholly-owned by Metaca, the “Companies”), and H.I.G. Capital Management, Inc., a Delaware corporation (“HIG”) (for purposes of Sections 1.2(b)(i), 2.1(b)(iv) and 7 only). Certain capitalized terms used in this Agreement have the meanings assigned to the
