Exhibit 10.30


 


AMENDMENT NO. 3

TO

SECURED REVOLVING CREDIT AGREEMENT


 


Dated as of December 31, 2003


 


THIS AMENDMENT NO. 3
(this “Amendment”) to the SECURED REVOLVING CREDIT AGREEMENT among MONSTER WORLDWIDE, INC., a Delaware
corporation (“Monster Worldwide”), TMP WORLDWIDE LIMITED (“TMPWL”),
an indirect wholly owned subsidiary of Monster Worldwide organized under the
laws of the United Kingdom, BARTLETT SCOTT EDGAR LIMITED (“BSEL”,
together with TMPWL, the “UK Borrowers”), an indirect wholly owned
subsidiary of Monster Worldwide organized under the laws of the United Kingdom,
the other “Subsidiary Borrowers” party from time to time thereto (each a “Borrower,”
collectively the “Borrowers”), the several banks and other financial
institutions or entities from time to time parties thereto (the “Lenders”),
FLEET NATIONAL BANK, as sole lead arranger and as administrative agent (in such
capacity, the “Administrative Agent”), THE ROYAL BANK OF SCOTLAND PLC,
as syndication agent, and LASALLE BANK NATIONAL ASSOCIATION, as documentation
agent.


 


PRELIMINARY STATEMENT:


 


The Borrowers, the Lenders and the Agents have entered into a Secured
Revolving Credit Agreement dated as of April 7, 2003 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit
Agreement.  The parties hereto
agree as follows:


 


SECTION 1.               AMENDMENTS TO
CREDIT AGREEMENT


 


1.1                                 Addition
of New Definition of “Bank Guarantee”. 
A new definition of “Bank Guarantee is hereby added to the Credit
Agreement as follows:


 


“Bank
Guarantee”: a guarantee, bond or counter indemnity issued or to be issued
at the request of Monster Worldwide by a Issuing Lender to any other Person.


 


1.2                                 Amendment
to Definition of “Business Day”. 
The definition of “Business Day” is hereby amended by deleting such
definition in its entirety and substituting the following therefor:


 


“Business
Day”: means a day other than Saturday, Sunday or other day on which
commericial banks in New York City are authorized or required by law to close,
provided that (a) when used in connection with a Eurocurrency Loan or for the
issuance of a Bank Guarantee, the term “Business Day” shall also exclude any
day on which banks are not open for dealings in deposits in the applicable
currency in the London interbank market and (b) when used in connection with a
Foreign Currency Loan, the term “Business Day” shall also exclude any day on


 

















 


which
banks in (i) the jurisdiction of the account to which the proceeds of such Loan
are to be disbursed and (ii) the jurisdiction in which payments of principal of
and interest on such Loan are to be made are authorized or required by law to
close.


 


1.3                                 Amendment
to Definition of “Foreign Currency”. 
The definition of “Foreign Currency” is hereby amended by deleting such
definition in its entirety and substituting the following therefor:


 


“Foreign
Currency”:  (a) with respect to any
Loan, each of British Pounds Sterling, the Euro and any other currency approved
by the Lenders, Issuing Lender and the Administrative Agent, provided
that, the Eurocurrency Rate applicable to Foreign Currency Loans and UK Foreign
Currency Loans in any other currency approved after the Closing Date may be
amended as agreed by the Lenders, the Administrative Agent and the Borrowers,
(b) solely with respect to any Letter of Credit (other than a Bank Guarantee),
each of British Pounds Sterling, the Euro, Singapore Dollars, Swedish Krona,
Australian Dollars, Canadian Dollars, Czech Republic Koruna, Hong Kong Dollars,
Indian Rupee, Japanese Yen, Malaysian Ringitt, New Zealand Dollars, Swiss
Francs, Thailand Baht and any other currency approved by the Required Lenders
and the applicable Issuing Lender, and (c) solely with respect to any Bank
Guarantee, British Pounds Sterling.


 


1.4                                 Amendment
to Definition of “Permitted Acquisition”. 
The definition of “Permitted Acquisition” is hereby amended by deleting
such definition in its entirety and substituting the following therefor:


 


“Permitted Acquisition”:  the acquisition by the Borrowers or any of
their Subsidiaries of the Capital Stock or assets of another Person which is
primarily engaged in the same or related line of business of the Borrowers and
their Subsidiaries (or any other Person that is engaged in a business that is a
reasonable extension of the business of the Borrowers and their Subsidiaries
and that utilizes the same or similar technology as that used by the Borrowers
and their Subsidiaries immediately prior to such acquisition) so long as
following such acquisition: (i) if such other Person becomes a Domestic
Subsidiary and a Wholly-Owned Subsidiary, such Domestic Subsidiary becomes a
party to the Guarantee and Collateral Agreement pursuant to Section 7.9 of
this Agreement and the provisions of such Section are otherwise satisfied,
(ii) prior to and after giving effect to such acquisition, the Borrowers are in
compliance on a pro-forma historical basis, with all the financial covenants
specified in Section 8 herein as evidenced by a Compliance Certificate in
the form of Exhibit B, and (iii) no Default or Event of Default shall have
occurred and then be continuing or would occur after giving effect to such
acquisition


 


2

















 


1.5                                 Amendment
to Definition of “L/C Commitment”. 
The definition of “L/C Commitment” is hereby amended by deleting such
definition in its entirety and substituting the following therefor:


 


“L/C
Commitment”: $50,000,000.


 


1.6                                 Amendment to Section 2.7(a). 
Section 2.7(a) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting the following
therefor:


 


(a)                                  Subject to the terms and conditions hereof, each
Issuing Lender, in reliance on the agreeements of the other Revolving Lenders
set forth in Section 2.10(a), agrees to issue letters of credit and,
solely in the United Kingdom, Bank Guarantees (collectively, “Letters of
Credit”) for the account of Monster Worldwide on any Business Day during
the Revolving Commitment Period in such form as may be approved from time to
time by such Issuing Lender; provided 
that no Issuing Lender shall have any obligation to issue any Letter of
Credit if, after giving effect to such issuance, (i) the L/C Obligations would
exceed the L/C Commitment or (ii) the aggregate amount of the Available
Revolving Commitments would be less than zero. 
Each Letter of Credit (other than a Bank Guarantee) shall (i) be
denominated in Dollars or a Foreign Currency, and (ii) expire no later than the
earlier of (x) the first anniversary of its date of issuance and (y) five
Business Days prior to the Revolving Termination Date, provided that any Letter
of Credit (other than a Bank Guarantee) with a one-year term may provide for
the renewal thereof for additional one-year periods (which, in each case, shall
in no event extend beyond the date referred to in clause (y) above).  Each Bank Guarantee shall (i) be denominated
in British Pounds Sterling, and (ii) expire no later than five Business Days
prior to the Revolving Termination Date.


 


1.7                                 Amendment to Section 8.1(c). 
Section 8.1(c) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting the following
therefor:


 


(c)                                  Net Worth.  Permit, at any time, Net Worth
to be less than $360,000,000 plus 50% of the Consolidated Net Income (if
positive) of Monster Worldwide after April 1, 2003.


 


1.8                                 Amendment to Section 8.5(f)(ii).  The
words “Non-Guarantor” is hereby deleted from Section 8.5(f)(ii) and the
words “(that is not a Borrower)” inserted after the word “Subsidiary” and
before the words “or minority” in Section 8.5(f)(ii).


 


1.9                                 Amendment to Section 8.5(f)(C). 
Section 8.5(f)(C) of the Credit Agreement is hereby amended by
deleting clause (C) of such Section in its entirety and substituting the
following therefor:


 


and (C) (I) at least 80% of the consideration received
in any such Disposition shall be in cash, or (II) at least 50% of the
consideration received in any such


 


3

















 


Disposition shall be in cash and the remaining portion
of such consideration is comprised of debt obligations or securities or equity
securities of the acquiring Person; provided, however, that the
foregoing cash consideration requirements of this clause (C) shall not apply to
Dispositions of Property having a fair market value of less than $10,000,000
(each a “De-Minimus  Distribution”), provided  further,
that the aggregate fair market value of all such De-Minimus Distributions
during the term of this Agreement shall not exceed $100,000,000.


 


1.10                           Amendment to Section 8.8(h). 
Section 8.8(h) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting the following
therefor:


 


(h)
subject to Section 8.8(j), Investments consisting of acquisitions of
Capital Stock or assets pursuant to a Permitted Acquisition, provided
that, the aggregate amount of cash consideration (including any debt that is
assumed by the Borrowers in a Permitted Acquisition that is due and payable
immediately upon the consummation of such Permitted Acquisition, less any cash
acquired in such transaction) paid for all such acquisitions shall not exceed
(i) during the fiscal year ending on December 31, 2003, $50,000,000 and
(ii) during the fiscal year ending on December 31, 2004 and for each
subsequent fiscal year thereafter (A) $50,000,000 for such fiscal year or (B)
$75,000,000 for such fiscal year if the Borrowers have a Pro-Forma Net Cash
Balance of no less than $75,000,000 immediately after giving effect to such an
acquisition, plus, in the case of (A) and (B), 75% of the amount of net
cash proceeds generated by Monster Worldwide from the issuance and sale of its
common stock to the public (“Cash Proceeds Basket”); provided
that to the extent that the cash consideration paid for Investments permitted
in this Section 8.8(h), does not fully utilize the Cash Proceeds Basket in
any fiscal year, such unutilized portion of the Cash Proceeds Basket may be
carried forward and utilized in any succeeding fiscal year;


 


1.11                           Amendment to Section 8.8(k). 
Section 8.8(k) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting the following
therefor:


 


(k)                                  intercompany Investments by the Borrowers or any
of their Consolidated Subsidiaries in any Person, that, after such Investment,
is a Non-Guarantor Subsidiary (including, without limitation, Guarantee
Obligations with respect to obligations of any such Non-Guarantor Subsidiary
and Investments resulting from mergers and sales of assets to any such
Non-Guarantor Subsidiary) in an aggregate amount (valued at cost and net of any
amounts which, at any time after the Closing Date, are loaned, dividended or
otherwise paid by such Non-Guarantor Subsidiary to any Borrower or any of their
Consolidated Subsidiaries within one (1) week of such Investment) not to exceed
$15,000,000 at any one time outstanding during the term of this Agreement (and
loans to such Non-Guarantor Subsidiaries in an aggregate amount not to exceed
$50,000,000 at any one time outstanding during the term of this Agreement); provided
that, Investments into a Subsidiary in connection with such Subsidiary making a


 


4

















 


Permitted Acquisition permitted pursuant to Section 8.8(h),
shall not be subject to the restrictions of this Section 8.8(k);


 


1.12                           Amendment of Section 8.8(l). 
Section 8.8(l) of the Credit Agreement is hereby amended by
deleting the word “Agreement” at the end of the Section and substituting
the words “Agreement; and” in its place.


 


1.13                           Addition of Section 8.8(m).  A new
Section Section 8.8(m) is hereby added to the Credit Agreement as
follows:


 


(m)                               Investments consisting of auction rate
securities each having a minimum short-term rating of “SP-1” or “A-1” or a
minimum long-term rating of “AA” or equivalent 
by S&P or a minimum short-term rating of “MIG-1” or “VMIG-1” or
“Prime-1” or a minimum long-term rating of “Aa” or equivalent by Moody’s.


 


1.14                           Amendment to Section 9(k). 
Section 9(k) of the Credit Agreement is hereby amended by deleting
such Section in its entirety and substituting the following therefor:


 


(k)                                  (i) any
“person” or “group” (as such terms are used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) shall become, or obtain rights (whether by
means or warrants, options or otherwise) to become, the “beneficial owner” (as
defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
indirectly, of securities of Monster Worldwide representing 35% or more of the
combined voting power of Monster Worldwide’s then-outstanding voting
securities; provided, however, that Andrew J. McKelvey’s direct
or indirect beneficial ownership of securities representing 35% or more of such
combined voting power, at any time, shall not be a Default or an Event of
Default hereunder; or (ii) the board of directors of Monster Worldwide
shall cease to consist of a majority of Continuing Directors;


 


SECTION 2.               CONDITIONS
TO EFFECTIVENESS


 


2.1                                 Resolutions;
Execution and Delivery.   This
Amendment shall become effective as of the date first above written when, and
only when, the Administrative Agent has received (i) in form and substance
satisfactory to the Administrative Agent, either resolutions of each Borrower
authorizing the execution and delivery of this Amendment (including resolutions
authorizing each Borrower to make requests for Bank Guarantees and to amend the
definition of L/C Commitment) or an opinion of counsel to the Borrowers that
the execution, delivery and performance of this Amendment has been duly
authorized by all necessary corporate action, and (ii) counterparts of this
Amendment executed by each Borrower, each Loan Party, each Issuing Lender and
the Required Lenders.


 


SECTION 3.               REPRESENTATIONS AND
WARRANTIES OF THE LOAN PARTIES


 


Each Loan Party
represents and warrants as follows:


 


5

















 


3.1                                 Representations
and Warranties in Credit Agreement. 
Each of the representations and warranties made by any Loan Party in or
pursuant to the Loan Documents are true and correct in all material respects on
and as of the date of this Amendment and after giving effect to this Amendment,
no Default or Event of Default has occurred and is continuing.


 


3.2                                 Corporate
Power and Authority.  Each Loan
Party is duly authorized and empowered to enter into, execute, deliver and
perform this Amendment.  The execution,
delivery and performance of this Amendment has been duly authorized by all
necessary corporate action and do not and will not (i) require any consent or
approval of the shareholders of such Loan Party or any consent or the
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person (except as specifically contemplated
by the Loan Documents); (ii) contravene any Loan Parties’ charter, articles or
certificate of incorporation or by-laws; (iii) violate, or cause such Loan
Party to be in default under, any provision of any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award in effect
having applicability to such Loan Party; (iv) result in a breach of or
constitute a default under any indenture or loan or credit agreement, or any
other agreement, lease or instrument to which such Loan Party is a party or by
which it or its Properties may be bound or affected that could reasonably be
expected to have a Material Adverse Effect; or (v) result in, or require, the
creation or imposition of any Lien upon or with respect to any of the
Properties now owned or hereafter acquired by such Loan Party (except as
specifically contemplated by the Loan Documents).


 


3.3                                 Legally
Enforceable Agreement.  This
Amendment is a legal, valid and binding obligation of each Loan Party
enforceable against it in accordance with its respective terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally, by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and an implied
covenant of good faith and fair dealing.


 


3.4                                 No
Liens on Foreign Subsidiary Capital Stock. 
Except as disclosed on Schedule 5.12(a), there are no Liens, encumbrances
or claims by any Person in any of the Capital Stock of any Foreign Subsidiary,
except in favor of the Administrative Agent.


 


SECTION 4.               REFERENCE TO AND
EFFECT TO THE CREDIT AGREEMENT


 


4.1                                 References.                                  On
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the Notes to “the
Credit Agreement”, “thereunder”, “thereof” or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.


 


4.2                                 Full
Force and Effect.                               The
Credit Agreement, as specifically amended by this Amendment, is and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed.


 


6

















 


4.3                                 No
Waiver.  The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the Agents
under the Credit Agreement, nor constitute a waiver of any provision of the
Credit Agreement.


 


SECTION 5.               COSTS AND EXPENSES


 


5.1                                 Payment
on Demand of Costs and Expenses.   Each
Borrower agrees to pay on demand all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery
and administration, modification and amendment of this Amendment and the other
instruments and documents to be delivered hereunder (including, without
limitation, the reasonable fees and expenses of counsel for the Administrative
Agent) in accordance with the terms of Section 11.5 of the Credit
Agreement.


 


SECTION 6.               MISCELLANEOUS


 


6.1                                 Execution
in Counterparts.  This Amendment may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.


 


6.2                                 GOVERNING
LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 7.                                REAFFIRMATION


 


7.1                                 Subsidiary
Guarantor Reaffirmations.  Each
Subsidiary Guarantor party hereto hereby consents to this Amendment and
acknowledges and reaffirms all of its obligations and undertakings under the
Guarantee and Collateral Agreement to which it is a party.


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


7

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


 


	
   

  	
  MONSTER
  WORLDWIDE, INC., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Trapani

  
	
   

  	
   

  	
  Name:

  	
  David
  Trapani

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TMP
  WORLDWIDE LIMITED, as Borrower and

  UK Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Wilkinson

  
	
   

  	
   

  	
  Name:

  	
  Andrew
  Wilkinson

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BARTLETT
  SCOTT EDGAR LIMITED, as

  Borrower and UK Borrower

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anne Riley

  
	
   

  	
   

  	
  Name:

  	
  Anne
  Riley

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


 


[SIGNATURE
PAGE TO AMENDMENT NO. 3]


 

















 


	
   

  	
  CAREERBAY.COM
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andrew J. McKelvey

  	
   

  
	
   

  	
   

  	
  Name:
  Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: Chairman and CEO of Monster

  Worldwide, Inc., Managing Member

  



 

















 


	
   

  	
  CORPORATE
  COMMUNICATIONS INC.

  
	
   

  	
  FASTWEB,
  INC.

  
	
   

  	
  FINAID
  PAGE, INC.

  
	
   

  	
  FLIPDOG
  INC.

  
	
   

  	
  GENERAL
  DIRECTORY ADVERTISING

  
	
   

  	
  SERVICES,
  INC.

  
	
   

  	
  TMP
  ADVERTISING CORP.

  
	
   

  	
  THE
  HAMEL GROUP, INC.

  
	
   

  	
  HIRINGTOOLS.COM,
  INC.

  
	
   

  	
  HUNT
  MARKETING, INC.

  
	
   

  	
  IN2,
  INC.

  
	
   

  	
  INTERFACE
  REALTY, INC.

  
	
   

  	
  M.S.I.
  - MARKET SUPPORT INTERNATIONAL, INC.

  
	
   

  	
  MONSTER
  (CALIFORNIA), INC.

  
	
   

  	
  MONSTER,
  INC.

  
	
   

  	
  MONSTER
  GOVERNMENT SOLUTIONS, LLC

  
	
   

  	
  QUICKHIRE,
  LLC

  
	
   

  	
  INTERNET
  TECHNOLOGIES, INC.

  
	
   

  	
  MONSTER
  WORLDWIDE TECHNOLOGIES, LLC.

  
	
   

  	
  MONSTER.COM
  INC.

  
	
   

  	
  MONSTERMOVING.COM,
  INC.

  
	
   

  	
  MONSTERTRAK
  CORPORATION

  
	
   

  	
  OCC.COM
  INC.

  
	
   

  	
  O’CONNOR
  AGENCY

  
	
   

  	
  PROVIDENCE
  DIRECTORY SOLUTIONS, INC.

  
	
   

  	
  TELEPHONE
  DIRECTORY ADVERTISING, INC.

  
	
   

  	
  TMP
  DIRECTIONAL MARKETING INC.

  
	
   

  	
  TMP
  FOX ACQUISITION CORP.

  
	
   

  	
  TMP
  WORLDWIDE INC.

  
	
   

  	
  TMP.COM
  INC.

  
	
   

  	
  US
  MOTIVATION, INC.

  
	
   

  	
  USMOTIVATION
  PROMOTIONAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andrew J. McKelvey

  	
   

  
	
   

  	
   

  	
  Name:
  Andrew J. McKelvey

  
	
   

  	
   

  	
  Title:
  President

  
					



 

















 


	
   

  	
  FINAID
  PAGE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Andrew J. McKelvey

  
	
   

  	
   

  	
  Name:
  Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President, FastWeb,
  Inc., Managing

  Member

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
  TMP
  ADVERTISING SERVICES, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andrew J. McKelvey

  	
   

  
	
   

  	
   

  	
  Name:
  Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President, TMP
  Advertising Corporation,

  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TMP
  INTERACTIVE OF NY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andrew J. McKelvey

  	
   

  
	
   

  	
   

  	
  Name:
  Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: Chairman and CEO of Monster

  Worldwide, Inc., Managing Member

  
					



 

















 


	
   

  	
  FLEET
  NATIONAL BANK, as Administrative

  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Thomas
  J. Levy

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  J. Levy

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 

















 


	
   

  	
  THE
  ROYAL BANK OF SCOTLAND plc, as

  Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Julian
  Dakin

  
	
   

  	
   

  	
  Name:

  	
  Julian
  Dakin

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 

















 


	
   

  	
  LASALLE
  BANK NATIONAL ASSOCIATION,

  as Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Anthony
  M. Buehler

  
	
   

  	
   

  	
  Name:

  	
  Anthony M. Buehler

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  BARCLAYS
  BANK PLC, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Vince
  Muldoon

  
	
   

  	
   

  	
  Name:

  	
  Vince
  Muldoon

  
	
   

  	
   

  	
  Title:

  	
  Relationship
  Director

  
					



 

















 


	
   

  	
  FIFTH
  THIRD BANK, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Ann
  Pierson

  
	
   

  	
   

  	
  Name:

  	
  Ann
  Pierson

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President