0001144204-14-014344 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 10th, 2014 • MDC Partners Inc • Services-advertising agencies

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), with an effective date of February [ ], 2014, 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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THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of November 15, 2013
Third Supplemental Indenture • March 10th, 2014 • MDC Partners Inc • Services-advertising agencies • New York

This THIRD SUPPLEMENTAL INDENTURE, dated as of November 15, 2013 (this “Third Supplemental Indenture”), 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 under the Indenture referred to below (the “Trustee”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • March 10th, 2014 • MDC Partners Inc • Services-advertising agencies

This Second Supplemental Indenture, dated as of November 6, 2013 (this “Supplemental Indenture”), between LBN PARTNERS LLC, a Delaware limited liability company (the “Additional Note Guarantor”), a subsidiary of MDC Partners Inc., a corporation continued under the laws of Canada (together with its successors and assigns, the “Company”) and The Bank of New York Mellon, a New York banking corporation (the “Trustee”) under the Indenture referred to below.

CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 10th, 2014 • MDC Partners Inc • Services-advertising agencies

THIS CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), with an effective date of November 8, 2013, 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").

FIRST SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE GUARANTEE
Supplemental Indenture • March 10th, 2014 • MDC Partners Inc • Services-advertising agencies • New York

First Supplemental Indenture, dated as of June 21, 2013 (this “Supplemental Indenture”), between Anomaly Inc., an Ontario corporation (the “Additional Note Guarantor”), a subsidiary of MDC Partners Inc., a corporation continued under the laws of Canada (together with its successors and assigns, the “Company”) and The Bank of New York Mellon, a New York banking corporation (the “Trustee”) under the Indenture referred to below.

Form) FINANCIAL-PERFORMANCE BASED RESTRICTED STOCK GRANT AGREEMENT (2014)
Restricted Stock Grant Agreement • March 10th, 2014 • MDC Partners Inc • Services-advertising agencies • New York

THIS AGREEMENT, made as of February 20, 2014 (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and _______ (the “Grantee”).

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