Exhibit 10.3
EXECUTION COPY
LIMITED WAIVER
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
”).
The Borrowers, the
Lenders, JPMCB, as the U.S. Administrative Agent, JPMCB, as
Collateral Agent, and JPMCB, Toronto Branch, as Canadian
Administrative Agent are parties to the Credit Agreement dated as
of September 22, 2004 (as from time to time amended, the
“ Credit Agreement ”). The Borrowers have
requested the Lenders to waive certain requirements with respect to
the delivery of financial statements under the Credit Agreement,
and the Lenders are willing to so waive such requirements, all on
the terms and conditions set forth herein. Accordingly, the
parties hereto hereby agree as follows:
Section 1. Definitions
. Except as otherwise defined in this Limited Waiver, terms
defined in the Credit Agreement are used herein as defined
therein.
Section 2. Limited Waiver
. Subject to the U.S. Administrative Agent’s receipt of
this Limited Waiver, duly executed by the Borrowers and the Lenders
constituting the Required Lenders, but effective as of the date
hereof, the Lenders hereby agree to waive any Default that may have
occurred and be continuing on the date hereof or may hereafter
arise solely as a result of the Borrowers’ failure to comply
with the requirements of Sections 6.09 (a), (b) and
(c) of the Credit Agreement with respect to delivery of the
financial statements for the fiscal quarter and the fiscal year,
respectively, ended December 31, 2004 (and the related
compliance cert
