Exhibit
10.1


 


EXECUTION COPY


 


AMENDMENT NO. 1 TO SECURED


REVOLVING CREDIT AGREEMENT


 


Dated as of August 5, 2003


 


AMENDMENT
NO. 1 (this “Amendment”) to SECURED REVOLVING CREDIT AGREEMENT among
MONSTER WORLDWIDE, INC., a Delaware corporation formerly known as TMP Worldwide
Inc. (“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”, 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 hereto (each a “Borrower,”
collectively the “Borrowers”), the several banks and other financial institutions
or entities from time to time parties to this Agreement (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
STATEMENTS:


 


                1.     The Borrowers, the Lenders, the Agents
have entered into a Secured Revolving Credit Agreement dated as of April 7,
2003 (the “Credit Agreement”). 
Capitalized terms not otherwise defined in this Amendment have the same
meanings as specified in the Credit Agreement.


 


                2.     The parties hereto hereby agree as
follows:


 


                SECTION
1.      AMENDMENTS TO CREDIT AGREEMENT


                1.1     Amendment to Introductory Paragraph and
Defined Term.  The defined term “TMP
WORLDWIDE INC., a Delaware Corporation (“TMP”)” in the introductory
paragraph to the Credit Agreement is hereby amended to read “MONSTER WORLDWIDE,
INC, a Delaware Corporation (“Monster Worldwide”)”.  All references to TMP in the Credit
Agreement shall hereafter refer to Monster Worldwide.


                1.2     Amendment to Section 7.12.  Section 7.12 of the Credit Agreement is
hereby amended in its entirety to read:


To the extent not otherwise
satisfied on the Closing Date with respect to the Foreign Subsidiaries directly
owned by Monster Worldwide or any Subsidiary Guarantor, no later than September
15, 2003, Monster Worldwide shall, and 


 


 

















 


 


shall cause each of its
Subsidiary Guarantors directly owning a Foreign Subsidiary to, deliver to the
Administrative Agent pledge documents executed with respect to 65% of the
Capital Stock of each such Foreign Subsidiary and any other document or
instrument reasonably requested by the Administrative Agent and take any other
actions specified in the Guarantee and Collateral Agreement necessary to grant
to the Administrative Agent a perfected Lien on such Capital Stock, all in form
and substance reasonably satisfactory to the Administrative Agent.


                SECTION 2.     CONDITIONS TO EFFECTIVENESS


 


                2.1     Execution and Delivery.   This Amendment shall become effective as of
the date first above written when, and only when the Administrative Agent shall
have received counterparts of this Amendment executed by each Borrower and the
Required Lenders or, as to any of the Lenders, evidence satisfactory to the
Administrative Agent that such Lender has executed this Amendment.


 


                SECTION 3.     REPRESENTATIONS AND WARRANTIES OF THE
LOAN PARTIES


 


                Each Loan Party
represents and warrants as follows:


 


                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 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).


 


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                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.


 


                SECTION 4.     REFERENCE TO AND EFFECT TO THE CREDIT
AGREEMENT AND NOTES.


 


                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.


 


                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.


 


 


 


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


 


 


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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/ Stephen Cooney

  
	
   

  	
   

  	
  Name:  Stephen Cooney

  
	
   

  	
   

  	
  Title:  Director

  



 


	
  BARTLETT SCOTT EDGAR LIMITED,
  as Borrower and UK Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
  /s/ David Moffatt

  
	
   

  	
   

  	
  Name:  David Moffatt

  
	
   

  	
   

  	
  Title:  Director

  



 


 


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  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  FASTWEB, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  FINAID PAGE, 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 

  



 


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  FLIPDOG INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  GENERAL DIRECTORY ADVERTISING
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  TMP ADVERTISING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  THE HAMEL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  HIRINGTOOLS.COM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


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  HUNT MARKETING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  IN2, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  INTERFACE REALTY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


 


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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  MONSTER (CALIFORNIA), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


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  MONSTER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  MONSTER GOVERNMENT SOLUTIONS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  MONSTER WORLDWIDE
  TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  MONSTER.COM INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  MONSTERMOVING.COM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


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  CASHBACK2.COM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  CRAIGHEAD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  MONSTERTRAK CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  MOVECENTRAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  MOVING.COM INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


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  OCC.COM INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  O’CONNOR AGENCY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  PROVIDENCE DIRECTORY
  SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  TELEPHONE DIRECTORY
  ADVERTISING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  TMP DIRECTIONAL MARKETING INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


11

















 


 


	
  TMP ADVERTISING SERVICES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President, TMP
  Advertising Corporation, 

  General Partner

  



 


 


 


	
  TMP FOX ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  TMP INTERACTIVE OF NY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: Chairman and CEO of
  Monster Worldwide, Inc., Managing Member

  



 


 


 


	
  TMP WORLDWIDE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  TMP.COM INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


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  US MOTIVATION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  USMOTIVATION PROMOTIONAL
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


 


	
  VIRTUAL RELOCATION.COM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  



 


 


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  FLEET NATIONAL BANK, as Administrative 

  Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Thomas J. Levy

  
	
   

  	
   

  	
  Name: Thomas J. Levy

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


 


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  THE ROYAL BANK OF SCOTLAND
  plc, as 

  Syndication Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Julian Dakin

  
	
   

  	
   

  	
  Name: Julian Dakin

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


 


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  LASALLE BANK NATIONAL
  ASSOCIATION, as

  Documentation Agent and as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Anthony M. Buehler

  
	
   

  	
   

  	
  Name: Anthony M. Buehler

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


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  BARCLAYS BANK PLC, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Vincent Muldoon

  
	
   

  	
   

  	
  Name: Vincent Muldoon

  
	
   

  	
   

  	
  Title: Relationship Director

  



 


 


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  FIFTH THIRD BANK, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Ann Pierson

  
	
   

  	
   

  	
  Name: Ann Pierson

  
	
   

  	
   

  	
  Title: Corporate Banking
  Officer

  



 


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