Fixed Charges Ratio

Fixed Charges Ratio. MDC Partners will not permit the Fixed Charges Ratio as of the last day of any Test Period ending on or, as applicable, after the dates set forth below to be less than the ratio set forth opposite such Test Period: Test Period Ending Fixed Charges Ratio September 30, 2005 1.00 to 1.00 December 31, 2005 0.95 to 1.00 March 31, 2006 1.00 to 1.00 June 30, 2006 1.05 to 1.00 September 30, 2006 1.15 to 1.00 December 31, 2006 and thereafter 1.25 to 1.00