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 certificate required to be delivered under Section 6.09(a) of
the Credit Agreement) (collectively, the “December 31, 2004 Financial
Statements”), provided that the Borrowers shall deliver to the
Administrative Agents and the Lenders the December 31, 2004 Financial
Statements not later than April 15, 2005 (it being understood that the
Borrowers’ failure to deliver to the Administrative Agents and the Lenders the December 31,
2004 Financial Statements by April 15, 2005 shall constitute an Event of
Default under the Credit Agreement, and upon such failure the waivers under
this Section 2 shall cease to be in effect).


 


Section 3.  Representations and Warranties.  The Borrowers represent and warrant to the
Lenders that the December 31, 2004 Financial Statements shall not differ
in any material respect from the draft of the December 31, 2004 Financial
Statements provided to the Lenders on March 29, 2005.


 


Section 4.  Miscellaneous.  Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect.  This Limited Waiver may be executed


 





















 


in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Limited Waiver by signing
any such counterpart.  This Limited
Waiver shall be governed by, and construed in accordance with, the law of the
State of New York.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Limited
Waiver to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


 


 


	
   

  	
  MDC PARTNERS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ray Forzley

  	
   

  
	
   

  	
   

  	
  Name:
  Ray Forzley

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Campbell

  	
   

  
	
   

  	
   

  	
  Name:
  Walter Campbell

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAXXCOM INC., an
  Ontario corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ray Forzley

  	
   

  
	
   

  	
   

  	
  Name:
  Ray Forzley

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Campbell

  	
   

  
	
   

  	
   

  	
  Name:
  Walter Campbell

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


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  MAXXCOM INC., a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ray Forzley

  	
   

  
	
   

  	
   

  	
  Name:
  Ray Forzley

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Campbell

  	
   

  
	
   

  	
   

  	
  Name:
  Walter Campbell

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


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  LENDERS

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  TORONTO BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL (CHICAGO

  BRANCH)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA, by its

  Atlanta Agency

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  THE BANK OF NOVA
  SCOTIA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TORONTO DOMINION
  (TEXAS) INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  TORONTO-DOMINION BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CIBC INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  CANADIAN IMPERIAL BANK OF

  COMMERCE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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