Item 1.01 Entry Into a Material Definitive Agreement.

On January 13, 2021, MDC Partners Inc. (the "Company") entered into a second supplemental indenture (the "Second Supplemental Indenture") among the Company, the note guarantors party thereto (the "Note Guarantors") and The Bank of New York Mellon, as trustee (the "Trustee"), which amends and supplements the indenture, dated as of March 23, 2016, (the "Original Indenture") among the Company, the Note Guarantors and the Trustee providing for the issuance of 6.500% Senior Notes due 2024 of the Company (the "Notes"), as supplemented by a first supplemental indenture, dated as of September 16, 2020 (the "First Supplemental Indenture," and together with the Original Indenture, the "Indenture").

The Second Supplemental Indenture amends the terms of the Indenture and the Notes by increasing the rate of interest payable in respect of the Notes from 6.500% to 7.500% with effect from December 21, 2020 on the terms described in the Second Supplemental Indenture.

The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the terms of which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of the Registrant.



The information set forth above under Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



  4.1     Second Supplemental Indenture, dated as of January 13, 2021, among MDC
        Partners Inc., the Note Guarantors party thereto and the Bank of New York
        Mellon, as trustee.
104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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