Exhibit
10.2


 


 


EXECUTION COPY


AMENDMENT
NO. 2


TO


SECURED
REVOLVING CREDIT AGREEMENT


 


                                                                Dated
as of September 12, 2003


THIS AMENDMENT NO. 2
(this “Amendment”) to the 
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 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, the Agents have entered into a Secured Revolving Credit
Agreement dated as of April 7, 2003 (including any amendments thereto, 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           Amendment to Section 7.9(d).  Section 7.9(d) of the Credit Agreement is
hereby amended in its entirety to read:


With respect to
any Foreign Subsidiary created or acquired after the Closing Date directly
owned by Monster Worldwide or by a Domestic Subsidiary, promptly (i) give written notice to the Administrative Agent of the
creation or acquisition of any such new Foreign Subsidiary (a “New Foreign
Subsidiary”), (ii) give written notice to the Administrative Agent as soon
as such New Foreign Subsidiary 
(together with its Consolidated Subsidiaries) constitutes 5% or more of
Monster Worldwide’s Consolidated revenues in any fiscal year (a “New 5%
Subsidiary”), (iii) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement as the Administrative
Agent deems necessary or advisable to grant to the Administrative Agent, for
the benefit of the Lenders, a perfected first priority security interest in the
Capital Stock of each such New 5% Subsidiary 
(provided that in no event shall more than 65% of the total
outstanding Capital Stock of any such New 5% Subsidiary be required to be


 

















 


 


so pledged), and (iv) at the request of the Administrative Agent upon the
direction of the Required Lenders, pledge and deliver to the Administrative
Agent any pledge documents executed with respect to 65% of the Capital Stock of
any New Foreign Subsidiary and deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent, and with respect to clauses (iii), and (iv) deliver to
the Administrative Agent the certificates representing all such Capital Stock,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the relevant Borrower, or take such other action with
respect to Pledged Stock of Foreign Subsidiaries (including any New Foreign
Subsidiary and New 5% Subsidiary) necessary to perfect the first priority
security interest of the Administrative Agent in such Pledged Stock, as the
case may be, and take such other action as may be necessary or, in the
reasonable opinion of the Administrative Agent, desirable to perfect the
Administrative Agent’s security interest therein; provided,
notwithstanding any provision to the contrary unless expressly permitted
hereunder, no Borrower and no Subsidiary Guarantor shall enter into or suffer to exist to become
effective any agreement or document to grant, bargain, pledge, convey, sell,
mortgage, encumber, or grant any interest in or allow for the creation of any
Lien, encumbrance, or interest (other than in favor of the Administrative
Agent) in any Capital Stock of any Foreign Subsidiary (including any New
Foreign Subsidiary and New 5% Subsidiary) directly owned by Monster Worldwide
or any Subsidiary Guarantor.


                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 prior to September 15, 2003, with respect
to any Foreign Subsidiaries directly owned by Monster Worldwide or any
Subsidiary Guarantor that is not a New Foreign Subsidiary (a “Existing
Foreign Subsidiary”), Monster Worldwide shall, and shall cause each of its
Subsidiary Guarantors directly owning such a Foreign Subsidiary that each
singly (together with its Consolidated Subsidiaries) now or hereafter
constitutes 5% or more of Monster Worldwide’s Consolidated revenues in any
fiscal year (a “Existing 5% Subsidiary”), (a) to promptly give written
notice to the Administrative Agent of the existence of any Existing Foreign
Subsidiary that is a Existing 5% Subsidiary, (b) to pledge and deliver to the
Administrative Agent pledge documents executed with respect to 65% of the
Capital Stock of each Existing 5% Subsidiary, and (c) at the request of the
Administrative Agent upon the direction of the Required Lenders, to pledge and
deliver to the Administrative Agent any pledge documents executed with respect
to 65% of the Capital Stock of each Existing Foreign Subsidiary and deliver to
the Administrative Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent, and, in the case of clauses
(b) and (c) above, to execute and deliver 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


 


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the Administrative Agent a perfected Lien on all such Capital Stock, all
in form and substance reasonably satisfactory to the Administrative Agent; provided,
notwithstanding any provision to the contrary unless otherwise expressly
permitted hereunder, no Borrower and no Subsidiary Guarantor shall enter into or suffer to exist to become
effective any agreement or document to grant, bargain, pledge, convey, sell,
mortgage, encumber, or grant any interest in or allow for the creation of any
Lien, encumbrance, or interest (other than in favor of the Administrative
Agent) in, any Capital Stock of any Foreign Subsidiary (including any Existing
Foreign Subsidiary and Existing 5% Subsidiary) directly owned by Monster
Worldwide or any Subsidiary Guarantor.


                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, each
Loan Party 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 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,


 


 


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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.


 


                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


 


 


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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.


 


 


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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

  



 


 


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  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, INC.

  
	
   

  	
  MONSTER
  WORLDWIDE TECHNOLOGIES, INC.

  
	
   

  	
  MONSTER.COM
  INC.

  
	
   

  	
  MONSTERMOVING.COM,
  INC.

  
	
   

  	
  CASHBACK2.COM,
  INC.

  
	
   

  	
  CRAIGHEAD,
  INC.

  
	
   

  	
  MONSTERTRAK
  CORPORATION

  
	
   

  	
  MOVECENTRAL,
  INC.

  
	
   

  	
  MOVING.COM
  INC.

  
	
   

  	
  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.

  
	
   

  	
  VIRTUAL
  RELOCATION.COM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President

  
				



 


 


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  FINAID
  PAGE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
   

  	
  Name: Andrew J. McKelvey

  
	
   

  	
   

  	
  Title: President, FastWeb,
  Inc., Managing

  Member

  
				



 


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  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


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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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