Exhibit 10.1


 


EXECUTION COPY


 


Published CUSIP Number: 611742107


 


$100,000,000




AMENDED AND RESTATED 


SECURED REVOLVING CREDIT AGREEMENT




among




MONSTER WORLDWIDE, INC.

TMP WORLDWIDE LIMITED,


BARTLETT SCOTT EDGAR LIMITED,


as Borrowers,




The Several Lenders

from Time to Time Parties Hereto,




LASALLE BANK NATIONAL ASSOCIATION, 


as Documentation Agent


 


THE ROYAL BANK OF SCOTLAND plc,


as Syndication Agent


 


 


BANK OF AMERICA, N.A.,

as Administrative Agent




 


Dated as of January 14, 2005




 


BANC OF AMERICA SECURITIES, LLC, 


as Sole Lead Arranger 


 





















 


TABLE OF CONTENTS


 


	
  SECTION 1

  	
  DEFINITIONS

  	
   

  
	
  1.1.

  	
  Defined
  Terms

  	
   

  
	
  1.2.

  	
  Other Definitional
  Provisions

  	
   

  
	
  1.3.

  	
  Currency Conversion

  	
   

  
	
  1.4.

  	
  Letter of Credit Amounts

  	
   

  
	
  1.5.

  	
  Assignment
  of Administrative Agent’s Rights and Obligations

  	
   

  
	
  1.6.

  	
  Assignment of Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  AMOUNT AND
  TERMS OF REVOLVING COMMITMENTS

  	
   

  
	
  2.1.

  	
  Revolving Commitments

  	
   

  
	
  2.2.

  	
  Procedure for
  Revolving Loan Borrowing

  	
   

  
	
  2.3.

  	
  Swingline Commitment

  	
   

  
	
  2.4.

  	
  Procedure for Swingline Borrowing;
  Refunding of Swingline Loans

  	
   

  
	
  2.5.

  	
  Commitment Fees, etc

  	
   

  
	
  2.6.

  	
  Termination
  of Revolving Commitments

  	
   

  
	
  2.7.

  	
  L/C
  Commitment

  	
   

  
	
  2.8.

  	
  Procedure for Issuance of Letter of
  Credit

  	
   

  
	
  2.9.

  	
  Fees and Other Charges

  	
   

  
	
  2.10.

  	
  L/C Participations

  	
   

  
	
  2.11.

  	
  Reimbursement Obligation of Monster
  Worldwide

  	
   

  
	
  2.12.

  	
  Obligations Absolute

  	
   

  
	
  2.13.

  	
  Letter of Credit Payments

  	
   

  
	
  2.14.

  	
  Applications

  	
   

  
	
  2.15.

  	
  Foreign Currency Loans and UK Foreign
  Currency Loans

  	
   

  
	
  2.16.

  	
  Procedure for Foreign Currency Loan and
  UK Foreign Currency Loan Borrowings

  	
   

  
	
  2.17.

  	
  Foreign Currency Charges

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  3

  	
  AMOUNTS
  AND TERMS OF COMMITMENT DECREASES AND INCREASES

  	
   

  
	
  3.1.

  	
  Revolving Credit Commitment
  Decreases

  	
   

  
	
  3.2.

  	
  Revolving Credit Commitment Increases

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  4

  	
  GENERAL
  PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

  	
   

  
	
  4.1.

  	
  Optional Prepayments

  	
   

  
	
  4.2.

  	
  Mandatory Prepayments

  	
   

  
	
  4.3.

  	
  Conversion and Continuation Options

  	
   

  
	
  4.4.

  	
  Limitations on Eurocurrency Tranches

  	
   

  
	
  4.5.

  	
  Interest Rates and Payment Dates

  	
   

  
	
  4.6.

  	
  Computation of Interest and Fees

  	
   

  
	
  4.7.

  	
  Inability to Determine Interest Rate

  	
   

  



 


i





















 


	
  4.8.

  	
  Pro Rata Treatment and Payments

  	
   

  
	
  4.9.

  	
  Requirements of Law

  	
   

  
	
  4.10.

  	
  Taxes

  	
   

  
	
  4.11.

  	
  Indemnity

  	
   

  
	
  4.12.

  	
  Change of Lending Office

  	
   

  
	
  4.13.

  	
  Replacement of Lenders

  	
   

  
	
  4.14.

  	
  Evidence of Debt

  	
   

  
	
  4.15.

  	
  Illegality

  	
   

  
	
  4.16.

  	
  Foreign Currency Exchange Rate

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  5

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  
	
  5.1.

  	
  Formation and Qualification

  	
   

  
	
  5.2.

  	
  Corporate Power and Authority

  	
   

  
	
  5.3.

  	
  Legally Enforceable Agreement

  	
   

  
	
  5.4.

  	
  Executive Offices

  	
   

  
	
  5.5.

  	
  ERISA

  	
   

  
	
  5.6.

  	
  Compliance with Laws

  	
   

  
	
  5.7.

  	
  Solvency

  	
   

  
	
  5.8.

  	
  Investment Company Act; Other
  Regulations

  	
   

  
	
  5.9.

  	
  No Litigation

  	
   

  
	
  5.10.

  	
  Federal Regulations

  	
   

  
	
  5.11.

  	
  Labor

  	
   

  
	
  5.12.

  	
  Subsidiaries

  	
   

  
	
  5.13.

  	
  Material Contracts

  	
   

  
	
  5.14.

  	
  Financial Statements

  	
   

  
	
  5.15.

  	
  Patents, Trademarks, Copyrights and
  Licenses

  	
   

  
	
  5.16.

  	
  Accountants

  	
   

  
	
  5.17.

  	
  No Defaults

  	
   

  
	
  5.18.

  	
  Taxes

  	
   

  
	
  5.19.

  	
  No Change

  	
   

  
	
  5.20.

  	
  Environmental Compliance

  	
   

  
	
  5.21.

  	
  Accuracy of Information,
  etc

  	
   

  
	
  5.22.

  	
  Representations as to UK
  Borrowers

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  6

  	
  CONDITIONS
  PRECEDENT AND ADDITION OF BORROWERS

  	
   

  
	
  6.1.

  	
  Conditions to Initial Extension of
  Credit

  	
   

  
	
  6.2.

  	
  Conditions to Each Extension of Credit

  	
   

  
	
  6.3.

  	
  Addition of Borrowers

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  7

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  
	
  7.1.

  	
  Financial Statements

  	
   

  
	
  7.2.

  	
  Certificates; Other Information

  	
   

  
	
  7.3.

  	
  Payment of Obligations

  	
   

  
	
  7.4.

  	
  Maintenance of Existence; Compliance

  	
   

  
	
  7.5.

  	
  Maintenance of Property; Insurance

  	
   

  
	
  7.6.

  	
  Inspection of Property; Books and
  Records; Discussions

  	
   

  
	
  7.7.

  	
  Notices

  	
   

  



 


ii





















 


	
  7.8.

  	
  Environmental Laws

  	
   

  
	
  7.9.

  	
  Additional Collateral, etc

  	
   

  
	
  7.10.

  	
  Use
  of Proceeds

  	
   

  
	
  7.11.

  	
  Further Assurances

  	
   

  
	
  7.12.

  	
  Pledge
  of Foreign Subsidiary Stock

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  8

  	
  NEGATIVE
  COVENANTS

  	
   

  
	
  8.1.

  	
  Financial Condition Covenants

  	
   

  
	
  8.2.

  	
  Indebtedness

  	
   

  
	
  8.3.

  	
  Liens

  	
   

  
	
  8.4.

  	
  Fundamental Changes

  	
   

  
	
  8.5.

  	
  Disposition of Property

  	
   

  
	
  8.6.

  	
  Restricted Payments

  	
   

  
	
  8.7.

  	
  Hedge Agreements

  	
   

  
	
  8.8.

  	
  Investments

  	
   

  
	
  8.9.

  	
  Transactions with Affiliates

  	
   

  
	
  8.10.

  	
  Sales and Leasebacks

  	
   

  
	
  8.11.

  	
  Changes in Fiscal Periods

  	
   

  
	
  8.12.

  	
  Negative Pledge Clauses

  	
   

  
	
  8.13.

  	
  Clauses Restricting Subsidiary
  Distributions

  	
   

  
	
  8.14.

  	
  Lines of Business

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  9

  	
  EVENTS
  OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  10

  	
  THE
  AGENTS

  	
   

  
	
  10.1.

  	
  Appointment

  	
   

  
	
  10.2.

  	
  Delegation of Duties

  	
   

  
	
  10.3.

  	
  Exculpatory Provisions

  	
   

  
	
  10.4.

  	
  Reliance by Agent

  	
   

  
	
  10.5.

  	
  Notice of Default

  	
   

  
	
  10.6.

  	
  Non-Reliance on Agents and Other
  Lenders

  	
   

  
	
  10.7.

  	
  Indemnification

  	
   

  
	
  10.8.

  	
  Agent in Its Individual Capacity

  	
   

  
	
  10.9.

  	
  Successor Administrative Agent

  	
   

  
	
  10.10.

  	
  Agent Generally

  	
   

  
	
  10.11.

  	
  The Documentation Agent, Syndication Agent
  and Lead Arranger

  	
   

  
	
  10.12.

  	
  Administrative Agent May File
  Proofs of Claim

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  11

  	
  MISCELLANEOUS

  	
   

  
	
  11.1.

  	
  Amendments and Waivers

  	
   

  
	
  11.2.

  	
  Notices

  	
   

  
	
  11.3.

  	
  No
  Waiver; Cumulative Remedies

  	
   

  
	
  11.4.

  	
  Survival
  of Representations and Warranties

  	
   

  
	
  11.5.

  	
  Payment of Expenses and Taxes

  	
   

  
	
  11.6.

  	
  Successors and Assigns; Participations
  and Assignments

  	
   

  
	
  11.7.

  	
  Adjustments; Set-off

  	
   

  
	
  11.8.

  	
  Counterparts

  	
   

  



 


iii





















 


	
  11.9.

  	
  Severability

  	
   

  
	
  11.10.

  	
  Integration

  	
   

  
	
  11.11.

  	
  GOVERNING
  LAW

  	
   

  
	
  11.12.

  	
  SUBMISSION
  TO JURISDICTION; WAIVERS, ETC

  	
   

  
	
  11.13.

  	
  Acknowledgments

  	
   

  
	
  11.14.

  	
  Releases of Guarantees and Liens

  	
   

  
	
  11.15.

  	
  Confidentiality

  	
   

  
	
  11.16.

  	
  WAIVERS
  OF JURY TRIAL

  	
   

  
	
  11.17.

  	
  Addition of Foreign Subsidiaries as
  Borrowers

  	
   

  
	
  11.18.

  	
  Conversion of Currencies

  	
   

  
	
  11.19.

  	
  Interest Rate Limitation

  	
   

  
	
  11.20.

  	
  Borrowings by the UK Borrowers

  	
   

  
	
  11.21.

  	
  USA PATRIOT Act Notice

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNEX:

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
  Pricing Grid

  	
   

  
	
  B

  	
  Commitment Schedule

  	
   

  
	
  C

  	
  Loan Assignments

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Mandatory Cost Formulae

  	
   

  
	
  5.4

  	
  Offices Where Books/Records re Collateral
  Located

  	
   

  
	
  5.9

  	
  Litigation

  	
   

  
	
  5.12(a)

  	
  Subsidiaries

  	
   

  
	
  5.12(b)

  	
  Outstanding Equity Commitments

  	
   

  
	
  5.13

  	
  Material Contracts

  	
   

  
	
  5.18

  	
  Tax Sharing Agreements

  	
   

  
	
  7.13

  	
  Schedule of Post-Closing Matters

  	
   

  
	
  8.2(d)

  	
  Existing Indebtedness

  	
   

  
	
  8.3(k)

  	
  Existing Liens

  	
   

  
	
  8.8(e)

  	
  Existing Investments

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  
	
   

  	
   

  
	
  A

  	
  Form of Guarantee and Collateral Agreement

  	
   

  
	
  B

  	
  Form of Compliance Certificate

  	
   

  
	
  C

  	
  Form of Closing Certificate

  	
   

  
	
  D

  	
  Form of Assignment and Assumption

  	
   

  
	
  E-1

  	
  Form of Legal Opinion of Fulbright &
  Jaworski L.L.P.

  	
   

  
	
  E-2

  	
  Form of Legal Opinion of UK Counsel

  	
   

  
	
  F

  	
  Form of Exemption Certificate

  	
   

  
	
  G-1

  	
  Form of Note of Monster Worldwide

  	
   

  
					



 


iv





















 


	
  G-2

  	
  Form of Note of UK Borrowers

  	
   

  
	
  G-3

  	
  Form of Swingline Note

  	
   

  
	
  H

  	
  Form of Debenture

  	
   

  
	
  I

  	
  Form of Share Charge

  	
   

  
	
  J

  	
  Form of Borrower Supplement

  	
   

  
	
  K-1

  	
  Form of New Lender Supplement

  	
   

  
	
  K-2

  	
  Form of Commitment Increase Supplement

  	
   

  
	
  L

  	
  Form of Consolidated Accounts Receivable
  Summary Report

  	
   

  



 


v





















 


AMENDED AND RESTATED SECURED REVOLVING CREDIT AGREEMENT,
dated as of January 14, 2005, 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”, 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”),
BANC OF AMERICA SECURITIES, LLC, as sole lead arranger and book manager (in
such capacity, the “Lead Arranger”), BANK OF AMERICA, N.A. as
administrative agent (in such capacity, the “Administrative Agent”), THE
ROYAL BANK OF SCOTLAND plc, as syndication agent (in such capacity, the “Syndication
Agent”), and LASALLE BANK NATIONAL ASSOCIATION, as documentation agent (in
such capacity, the “Documentation Agent”).


 


W I T N E S S E T H:


 


WHEREAS, (i) the Borrowers, the Lenders and the Agents
have entered into a Secured Revolving Credit Agreement dated as of April 7,
2003 (the “Original Credit Agreement”), and (ii) the Borrowers, the
Lenders and the Agents have entered into amendments to the Original Credit
Agreement dated as of August 5, 2003, 
September 12, 2003, December 31, 2003 and May 7, 2004 (such amendments
together with the Original Credit Agreement, the “Credit Agreement”);
and


 


WHEREAS, Monster Worldwide has requested that the
Lenders hereto amend and restate the Credit Agreement to among other things,
make available a secured revolving multicurrency credit facility with letter of
credit and swingline subfacilities, the proceeds of which will be used for
general corporate purposes and for certain other transactions specified herein;
and


 


WHEREAS, the Lenders have agreed to make such credit
facilities available upon and subject to the terms and conditions set forth
herein;


 


NOW, THEREFORE, in consideration of the premises, the
covenants and agreements set forth herein, the parties hereto hereby agree as
follows:


 


SECTION 1    DEFINITIONS


 


1.1.                              Defined
Terms. 
As used in this Agreement, the terms listed in this Section 1.1
shall have the respective meanings set forth in this Section 1.1.


 


“Additional
Cost Rate”: as defined in Schedule 1.1.


 


“Adjustment Date”:  as defined in the Pricing Grid.


 


“Administrative Agent”:  as defined in the preamble to this Agreement.


 


“Affected Foreign Currency”:  as defined in Section 4.7(c).


 





















 


“Affiliate”: 
means as to any Person, any other Person that, directly or indirectly,
is in control of, is controlled by, or is under common control with, such
Person.  For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlling”, “controlled
by” and “under common control with”), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities, membership interests, by contract or otherwise.


 


“Agents”: 
the collective reference to the Syndication Agent, the Lead
Arranger,  the Administrative Agent, the
Documentation Agent and any successor agent arising under Section 10.9 hereunder,
which term shall include, for purposes of Section 10 only, the Issuing
Lender.


 


“Aggregate Exposure”:  with respect to any Lender at any time, an
amount equal to (a) until the Restatement Closing Date, the aggregate
amount of such Lender’s Commitments at such time and (b) thereafter, the
amount of such Lender’s Revolving Commitment then in effect or, if the
Revolving Commitments have been terminated, the amount of such Lender’s
Revolving Extensions of Credit then outstanding.


 


“Aggregate Exposure Percentage”:  with respect to any Lender at any time, the
ratio (expressed as a percentage, carried out to the ninth decimal place) of
such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all
Lenders at such time.


 


“Agreement”: 
this Amended and Restated Secured Revolving Credit Agreement.


 


“Agreement Currency”:  as defined in Section 11.18(b).


 


“Applicable Creditor”:  as defined in Section 11.18(b).


 


“Applicable Margin”:  for any period shall be the percentage
determined in accordance with the Pricing Grid by calculating the Consolidated
Leverage Ratio for the most recent fiscal quarter.  The Applicable Margin with respect to Base
Rate Loans and Eurocurrency Loans shall be the percentage set forth in the
Pricing Grid.


 


“Applicable
Time”: means, with respect to any borrowings and payments in any Foreign
Currency, the local time in the place of settlement for such Foreign Currency
as may be determined by the Administrative Agent or the Issuing Lender, as the
case may be, to be necessary for timely settlement on the relevant date in
accordance with normal banking procedures in the place of payment.


 


“Applicable
UK Borrower Documents”: as defined in Section 5.22.


 


“Application”: 
an application, in such form as the Issuing Lender may specify from time
to time, requesting the Issuing Lender to open a Letter of Credit.


 


“Assignee”: 
as defined in Section 11.6(b).


 


2





















 


“Assignment and Assumption”:  an Assignment and Assumption entered into by
a Lender and an Assignee (with the consent of any party whose consent is
required by Section 11.6(b)) and accepted by the Administrative Agent, in
substantially the form of Exhibit D or any other form approved by the
Administrative Agent.


 


“Available Revolving Commitment”:  means, as to any Revolving Lender at any
time, an amount equal to the excess, if any, of (a) the Lender’s Revolving
Commitment then in effect over (b) such Lender’s Revolving Extensions of
Credit then outstanding.


 


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


 


“Base Rate”: 
means, for any day, a fluctuating rate per annum equal to the higher of
(a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by the
Administrative Agent as its “prime rate.” 
The “prime rate” is a rate set by the Administrative Agent based
upon various factors including the Administrative Agent’s costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such
rate announced by the Administrative Agent shall take effect at the opening of
business on the day specified in the public announcement of such change.


 


“Base Rate Loan”: 
shall mean any Loan that bears interest based upon the Base Rate.  All Base Rate Loans shall be denominated in
Dollars.


 


“Benefited Lender”:  as defined in Section 11.7(a).


 


“Board”: 
the Board of Governors of the Federal Reserve System of the United
States (or any successor).


 


“BofA”:  as
defined in Section 1.5.


 


“Borrower”: 
as defined in the preamble to this Agreement.


 


“Borrower Supplement”:  shall mean the supplement attached hereto as
Exhibit J.


 


“Borrowing Date”: 
any Business Day specified by the Borrowers as a date on which the
Borrowers request the relevant Lenders to make Loans hereunder.


 


“Business
Day”: means a day other than Saturday, Sunday or other day on which
commercial 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.


 


3





















 


“Calculation Date”:  with respect to each Foreign Currency, the
last day of each calendar month (or, if such day is not a Business Day, the
next succeeding Business Day), provided that the second Business Day
preceding each Borrowing Date with respect to any Foreign Currency Loans or UK
Foreign Currency Loans in a Foreign Currency shall also be a “Calculation Date”
with respect to such Foreign Currency.


 


“Capital Expenditures”:  for any period, with respect to any Person,
whether paid in cash or accrued as liabilities, the aggregate of all
expenditures by such Person and its Subsidiaries in the period for (a) the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries, (b) the
purchase or development of computer software or systems to the extent such
expenditures are capitalized on the consolidated balance sheet of the Borrower
and its Subsidiaries in conformity with GAAP and (c) deferred installation
costs; provided that, Capital Expenditures shall not include
expenditures recorded as consideration paid in connection with acquisitions
permitted by Section 8.8(h) or any other related expenditure made
substantially contemporaneously therewith and provided further that with
respect to Capital Expenditures made pursuant to a capital lease, the full
amount of the Capital Lease Obligation shall be deemed to have been actually
made in the fiscal period in which such capital lease was entered into.


 


“Capital Lease Obligations”:  as to any Person, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP and, for the
purposes of this Agreement, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in accordance with GAAP.


 


“Capital Stock”: 
any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation), including without
limitation, membership interests (however designated) in any limited liability
corporation and partnership interests (however designated) in any limited
partnership, and any and all warrants, rights or options to purchase any of the
foregoing.


 


“Cash Equivalents”:  (a) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States government or issued by
any agency thereof and backed by the full faith and credit of the United
States, in each case maturing within one year from the date of acquisition;
(b) certificates of deposit, time deposits, eurodollar time deposits or
overnight bank deposits having maturities of eighteen months or less from the
date of acquisition issued by any Lender or by any commercial bank organized
under the laws of the United States or any state thereof having combined
capital and surplus of not less than $500,000,000; (c) commercial paper of
an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“S&P”)
or P-1 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an
equivalent rating by a nationally recognized rating agency, if both of the two
named rating agencies cease publishing ratings of commercial paper issuers
generally, and maturing within six months from the date of acquisition;
(d) repurchase obligations of any Lender or of any


 


4





















 


commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than
30 days, with respect to securities issued or fully guaranteed or insured
by the United States government; (e) securities with maturities of eighteen
months or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or territory or
by any foreign government, the securities of which state, commonwealth,
territory, political subdivision, taxing authority or foreign government (as
the case may be) are rated at least A by S&P or A by Moody’s;
(f) securities with maturities of eighteen months or less from the date of
acquisition backed by standby letters of credit issued by any Lender or any
commercial bank satisfying the requirements of clause (b) of this
definition; (g) shares of Dollar denominated money market mutual or
similar funds which invest exclusively in assets satisfying the requirements of
clauses (a) through (f) of this definition or money market funds that
(i) comply with the criteria set forth in SEC Rule 2a-7 under the
Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
Moody’s or (iii) have portfolio assets of at least $1,000,000,000 or
(h) in the case of Subsidiaries doing business outside of the United
States, substantially similar investments to those set forth in
clauses (a) through (g) above denominated in foreign currencies; provided
that, references to the United States shall be deemed to mean foreign countries
having a sovereign rating of A or better from either S&P or Moody’s.


 


“Charges”: 
as defined in Section 11.19.


 


“Code”: 
the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”: 
all Property of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document.


 


“Commitment”: 
as to any Lender, the Revolving Commitment of such Lender.


 


“Commitment Fee Rate”:  shall mean the rate per annum as calculated
pursuant to the Pricing Grid.


 


“Commitment Increase Supplement”: each Commitment
Increase Supplement delivered pursuant to Section 3.2, substantially in the
form of Exhibit K-2.


 


“Commitment Schedule”:  shall mean the schedule attached as Annex B
hereto.


 


 “Committed
Borrowing”: means a borrowing consisting of simultaneous Loans of the same
Type, in the same currency and, in the case of Eurocurrency Loans, having the
same Interest Period made by each of the Lenders pursuant to Section 2.1.


 


“Commonly Controlled Entity”:  an entity, whether or not incorporated, that
is under common control with any Borrower within the meaning of
Section 4001 of ERISA or is part of a group that includes any Borrower and
that is treated as a single employer under Section 414 of the Code.


 


“Compliance Certificate”:  a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit B.


 


5





















 


“Conduit Lender”: 
any special purpose entity organized and administered by any Lender for
the purpose of making Loans otherwise required to be made by such Lender and
designated by such Lender in a written instrument, subject to the consent of
the Administrative Agent and Monster Worldwide (which consent shall not be
unreasonably withheld); provided, that the designation by any Lender of
a Conduit Lender shall not relieve the designating Lender of any of its
obligations to fund a Loan under this Agreement if, for any reason, its Conduit
Lender fails to fund any such Loan, and the designating Lender (and not the
Conduit Lender) shall have the sole right and responsibility to deliver all
consents and waivers required or requested under this Agreement with respect to
its Conduit Lender, and provided, further, that no Conduit Lender
shall (a) be entitled to receive any greater amount pursuant to
Section 4.9, 4.10, 4.11 or 11.5 than the designating Lender would have
been entitled to receive in respect of the extensions of credit made by such
Conduit Lender or (b) be deemed to have any Commitment.


 


“Consolidated”: 
means the consolidation in accordance with GAAP of the accounts or other
items as to which such term applies.


 


“Consolidated EBITDA”:  shall mean, with respect to Monster Worldwide
on a consolidated basis for any applicable fiscal period, each calculated for
such period: (a) net income for such period (excluding extraordinary or
non-recurring non-cash gains or losses but including losses attributable to
foreign currency transactions) plus (b) total interest expense, plus (c) all
charges against income for such period for federal, state and local income
taxes actually paid or accrued, plus (d) depreciation, amortization (including
amortization of any goodwill or other general intangibles) and other non-cash
charges deducted in determining net income for such period (including but not
limited to impairment charges and stock based compensation), minus (e) gains
attributable to any asset sales calculated in determining net income for such
period, plus (f) losses attributable to any asset sales calculated in
determining net income for such period; plus historic EBITDA for the period of
calculation for any company acquired by the Borrowers or any of their
Subsidiaries that constitutes a Permitted Acquisition.


 


“Consolidated Interest Expense”:  for any period, total cash interest expense
(including that attributable to Capital Lease Obligations) of Monster Worldwide
and its Consolidated Subsidiaries for such period with respect to all outstanding
Indebtedness of the Borrowers and their Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing and net costs under Hedge
Agreements in respect of interest rates to the extent such net costs are
allocable to such period in accordance with GAAP).


 


“Consolidated Leverage Ratio”:  as of the last day of any period, the ratio
of (a) Consolidated Total Funded Debt on such day to (b) Consolidated
EBITDA for the twelve month period ending on such day.


 


“Consolidated Net Income”:  for any period of determination, the
consolidated net income (or loss) of Monster Worldwide and its Consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated Total Funded Debt”:  means at any date, the aggregate principal
amount of all Funded Debt of Monster Worldwide and its Consolidated
Subsidiaries at such date,


 


6





















 


determined on a Consolidated basis and required to be
reflected on the Borrowers’ balance sheet in accordance with GAAP.


 


“Continuing Directors”:  the directors of Monster Worldwide on the
Restatement Closing Date and each other director, if, in each case, such other
director’s nomination for election to the board of directors of Monster
Worldwide is recommended by a majority of the then Continuing Directors.


 


“Contractual Obligation”:  means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.


 


“Debentures”: 
means (i) the debenture to be executed by TMPWL, and (ii) the debenture
to be executed by BSEL, each in favor of the Administrative Agent substantially
in the form of Exhibit I (each a “Debenture”).


 


“Default”: 
means any event or condition that constitutes an Event of Default or
that, with the giving of any notice, the passage of time, or both, would be an
Event of Default.


 


“Default Rate”: means the rate of interest
payable by any Borrower for failure to make payments on any portion of the
principal amount (or interest, as applicable) of any Loan or Reimbursement
Obligation when due, as more particularly described in Section 4.5(c) of the
Agreement.


 


“Disposition” or “Dispose”:  means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any
property by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith.


 


“Documentation Agent”:  as defined in the preamble to this Agreement.


 


“Dollar Equivalent”:  means, at any time, (a) with respect to any
amount denominated in Dollars, such amount, and (b) as to any amount
denominated in a Foreign Currency, the equivalent amount thereof in Dollars as
determined by the Administrative Agent or the Issuing Lender at such time on
the basis of the Exchange Rate for the purchase of Dollars with such Foreign
Currency on the most recent Calculation Date for such Foreign Currency.


 


“Dollars” and “$”:  mean lawful money of the United States.


 


“Domestic Subsidiary”:  any Subsidiary of Monster Worldwide that is
organized under the laws of any political subdivision of the United States,
excluding Subsidiaries that are directly or indirectly owned by Persons that
are not organized under the laws of any jurisdiction within the United States.


 


“EMU”:
means the economic and monetary union in accordance with the Treaty of Rome
1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992
and the Amsterdam Treaty of 1998.


 


7





















 


“EMU
Legislation”: means the legislative measures of the European Council for
the introduction of, changeover to or operation of a single or unified European
currency.


 


“Environmental Laws”:  means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions or other Requirements of Law (including common law) relating to
pollution and the protection of the environment or the release of any materials
into the environment, including those related to hazardous substances or
wastes, air emissions and discharges to waste or public systems.


 


“ERISA”: 
means the Employee Retirement Income Security Act of 1974, as amended
from time to time.


 


“Eurocurrency Base Rate”:  means, for any Interest Period with respect
to a Eurocurrency Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or, in
the event that Reuters ceases publishing such rate, then another commercially
available source providing quotations of BBA LIBOR as designated by the
Administrative Agent from time to time) at approximately 11:00 A.M..,
London time, two Business Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period.  If such rate is not available, the
Eurocurrency Base Rate for such period shall be the rate per annum determined
by the Administrative Agent to be the rate at which deposits in Dollars (or, in
the case of a Eurocurrency Loan that is a Foreign Currency Loan or UK Foreign
Currency Loan, deposits in the applicable Foreign Currency) for delivery on the
first day of such Interest Period in same day funds in the approximate amount
of the Eurocurrency Loan being made, continued or converted by the
Administrative Agent and with a term equivalent to such Interest Period would
be offered by the Administrative Agent’s London Branch to major banks in the
London interbank eurocurrency market at their request at approximately 11:00
a.m. (London time) two Business Days prior to the commencement of such Interest
Period.


 


“Eurocurrency Loans”:  means Loans that bear interest at a rate
based on the Eurocurrency Rate. 
Eurocurrency Rate Loans may be denominated in Dollars or in a Foreign
Currency.  All Loans denominated in a
Foreign Currency must be Eurocurrency Rate Loans.


 


“Eurocurrency Rate”:  with respect to each day during each Interest
Period pertaining to a Eurocurrency Loan, a rate per annum determined for such
day in accordance with the following formula (rounded upward to the nearest
1/16th of 1%):


 


	
   

  	
  Eurocurrency Base Rate

  	
   

  
	
   

  	
  1.00 - Eurocurrency Reserve Requirements

  	
   

  



 


“Eurocurrency Reserve Requirements”:  for any day as applied to a Eurocurrency
Loan, the aggregate (without duplication) of the maximum rates (expressed as a
decimal fraction) of reserve requirements in effect on such day (including
basic, supplemental, marginal and emergency reserves) under any regulations of
the Board or other Governmental Authority having jurisdiction with respect
thereto dealing with reserve requirements prescribed for


 


8





















 


eurocurrency funding (with respect to member banks of
the Federal Reserve System, currently referred to as “Eurocurrency liabilities”
in Regulation D of the Board).


 


“Eurocurrency Tranche”:  with respect to the Facility, the collective
reference to Eurocurrency Loans in the same currency under the Facility for the
then current Interest Periods with respect to all of which begin on the same
date and end on the same later date (whether or not such Loans shall originally
have been made on the same day).


 


“Event of Default”:  has the meaning specified in Section 9, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.


 


“Exchange Act”: 
as defined in Section 9(k).


 


“Exchange Rate”: 
on any day, with respect to any currency, means, the rate determined by
the Administrative Agent or the Issuing Lender, as applicable, to be the rate
quoted by the Person acting in such capacity as the exchange rate in the
interbank market for the purchase by such Person of such currency with another
currency through its principal foreign exchange trading office at approximately
11:00 A.M., New York City time, on the date two Business Days prior to the
date as of which the foreign exchange computation is made; provided that the
Administrative Agent or the Issuing Lender may obtain such rate from another financial
institution designated by the Administrative Agent or the Issuing Lender if the
Person acting in such capacity does not have as of the date of determination an
Exchange Rate for any such currency; and provided further that the Issuing
Lender may use such exchange rate quoted on the date as of which the foreign
exchange computation is made in the case of any Letter of Credit denominated in
a Foreign Currency.


 


 “Facility”:  the Revolving Commitments and the extensions
of credit made thereunder (the “Revolving Facility”).


 


“Federal Funds Effective Rate”: means, for
any day, the rate per annum equal to the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Effective Rate
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Effective Rate for such day shall be the average rate (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) charged to the Reference Lender
on such day on such transactions as determined by the Administrative Agent.


 


“Fee Payment Date”:  the last day of each March, June, September
and December and the last day of the Revolving Commitment Period (or on such
earlier date as the Revolving Commitments shall terminate as provided herein).


 


“Fixed Charge Coverage Ratio”:  for any period, the ratio of (a) Consolidated
EBITDA for the twelve month period ending on such day to (b) Consolidated
Interest Expense for the twelve month period ending on such day plus
scheduled payments of principal of


 


9





















 


Indebtedness of Monster Worldwide and its Consolidated
Subsidiaries for the twelve month period ending on such day.


 


“Fleet”:  as defined in Section 1.5.


 


“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 Restatement 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, Hungarian Forints, Indian Rupee, Japanese Yen, Malaysian
Ringgit, New Zealand Dollars, Polish Zloty, 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.


 


“Foreign Currency Equivalent”:  at any time as to any amount denominated in
Dollars, the equivalent amount in the relevant Foreign Currency or Currencies
as determined by the Administrative Agent or the Issuing Lender at such time on
the basis of the Exchange Rate for the purchase of such Foreign Currency or
Currencies with Dollars on the date of determination thereof.


 


“Foreign Currency Loans”:  as defined in Section 2.15.


 


“Foreign Subsidiary”:  any Subsidiary that is organized under the
laws of a jurisdiction other than the United States, a state thereof or the
District of Columbia or that is not a Domestic Subsidiary.


 


“Funded Debt”: 
means Money Borrowed, including, without limitation, undrawn or
unreimbursed Letters of Credit (to the extent such Letters of Credit are not
specifically secured one hundred percent by cash or Cash Equivalents or to the
extent such Letters of Credit do not secure liabilities for Money Borrowed) and
Capital Lease Obligations.


 


“Funding Office”: 
the office of the Administrative Agent, either in the United States or
in London, as applicable, specified in Section 11.2 or such other office
as may be specified from time to time by the Administrative Agent as its
funding office by written notice to the Borrowers and the Lenders.


 


“GAAP”: generally accepted accounting
principles in the United States set forth in the opinions, pronouncements and
interpretations of the Accounting Principles Board, the American Institute of
Certified Public Accountants, the Financial Accounting Standards Board or such
other authoritative rule-making body in the United States, that are applicable
to the circumstances as of the date of determination, consistently
applied.  In the event that any Accounting Change (as defined below) shall occur
and such change results in a change in the method of calculation of financial
covenants, standards or terms in this Agreement, then the Borrowers, and the
Administrative Agent agree to enter into negotiations in order to amend such
provisions of this Agreement so as to equitably reflect such Accounting Changes
with the desired


 


10





















 


result that the criteria for evaluating each Borrower’s
financial condition shall be the same after such Accounting Changes as if such
Accounting Changes had not been made. 
Until such time as such an amendment shall have been executed and
delivered by the Borrowers, Administrative Agent, and the Required Lenders, all
financial covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Accounting Changes had not occurred.  “Accounting Changes” refers to changes
in accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants or, if applicable, the SEC.


 


“Governmental Authority”: means the
government of the United States or any other nation, or of any political
subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).


 


“Guarantee and Collateral Agreement”:  the Guarantee and Collateral Agreement to be
executed and delivered by Monster Worldwide and each Subsidiary Guarantor,
substantially in the form of Exhibit A.


 


“Guarantee Obligation”:  as to any Person (the “guaranteeing person”),
any obligation of (a) the guaranteeing person or (b) another Person
(including any bank under any letter of credit) to induce the creation of which
the guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in
any manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (1) for the purchase or
payment of any such primary obligation or (2) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency of the primary obligor, (iii) to purchase property, securities
or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation or (iv) otherwise to assure or hold harmless the owner of
any such primary obligation against loss in respect thereof; provided, however,
that the term Guarantee Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any
guaranteeing person shall be deemed to be the lower of (a) an amount equal
to the stated or determinable amount of the primary obligation in respect of
which such Guarantee Obligation is made and (b) the maximum amount for
which such guaranteeing person may be liable pursuant to the terms of the
instrument embodying such Guarantee Obligation, unless such primary obligation
and the maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person’s maximum reasonably anticipated liability in
respect thereof as determined by the Borrowers in good faith.


 


“Hedge Agreements”:  any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or


 


11





















 


more rates, currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no
phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrowers or the Subsidiaries shall be a Hedge Agreement.


 


“Honor Date”: as defined in Section 2.11.


 


“Increase Effective Date”: the date on which the
Administrative Agent shall have received a Revolving Commitment Increase Notice
and all conditions precedent to the effectiveness of any such Revolving
Commitment increase set forth in Section 3.2 shall have been satisfied.


 


“Indebtedness”: 
of any Person at any date, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services (other than
current trade payables incurred in the ordinary course of such Person’s
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (e) all Capital
Lease Obligations of such Person, (f) all obligations of such Person,
contingent or otherwise, as an account party or applicant under or in respect
of acceptances, letters of credit, surety bonds or similar arrangements,
(g) the liquidation value of all mandatorily redeemable preferred Capital
Stock of such Person that is mandatorily redeemable prior to the Revolving
Termination Date, (h) all Guarantee Obligations of such Person in respect
of obligations of the kind referred to in clauses (a) through (g) above,
(i) all obligations of the kind referred to in clauses (a) through (h)
above secured by (or for which the holder of such obligation has an existing
right, contingent or otherwise, to be secured by) any Lien on property
(including accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation,
and (j) for the purposes of Section 8.2 and Section 9(e) only, all
obligations of such Person in respect of Hedge Agreements.  The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person’s ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness expressly provide
that such Person is not liable therefor. 
For the avoidance of doubt, the AMP-Hudson Obligations (as defined in
Section 8.2(g)) will not constitute Indebtedness.


 


“Indemnified Liabilities”:  as defined in Section 11.5.


 


“Indemnitee”: 
as defined in Section 11.5.


 


“Insolvency”: 
with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.


 


“Insolvent”: 
pertaining to a condition of Insolvency.


 


12





















 


“Intellectual Property”:  the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or
in equity for any infringement or other impairment thereof, including the right
to receive all proceeds and damages therefrom.


 


“Interest Payment Date”:  (a) as to any Eurocurrency Loan, the
last day of each Interest Period applicable to such Loan and the Revolving
Termination Date, provided however, that if any Interest Period for a
Eurocurrency Loan exceeds three months, the respective dates that fall every
three months after the beginning of such Interest Period shall also be Interest
Payment Dates, (b) as to any Base Rate Loans (other than a Swingline
Loan), the last day of each March, June, September and December to occur while
such Loan is outstanding and the final maturity date of such Loan, and
(c) as to any Swingline Loan, the day that such Loan is required to be
repaid.


 


“Interest Period”: as to any Eurocurrency Loan,
(a) initially, the period commencing on the borrowing or conversion date,
as the case may be, with respect to such Eurocurrency Loan and ending one
month, two months, three months or six months thereafter, as selected by the
Borrowers in its notice of borrowing or notice of conversion, as the case may
be, given with respect thereto; and (b) thereafter, each period commencing
on the last day of the next preceding Interest Period applicable to such
Eurocurrency Loan and ending one, two, three or six months thereafter, as
selected by the Borrowers by irrevocable notice to the Administrative Agent not
later than 11:00 A.M., New York City time, three Business Days prior to
the last day of the then current Interest Period with respect thereto; provided
that, all of the foregoing provisions relating to Interest Periods are subject
to the following:


 


(i)            if any Interest Period would otherwise end on a day that
is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be to carry
such Interest Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day;


 


(ii)           the Borrowers may not select an Interest Period that would
extend beyond the Revolving Termination Date;


 


(iii)          any Interest Period that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of a calendar month; and


 


(iv)          the Borrowers shall select Interest Periods so as not to
require any foreseeable payment or prepayment of any Eurocurrency Loan during
an Interest Period for such Loan.


 


“Inventory”: 
has the meaning assigned to such term under the UCC.


 


“Investments”: 
as defined in Section 8.8.


 


13





















 


“ISP”: as defined in Section 2.12.


 


“Issuance”: with respect to any Letter of Credit
means the issuance, amendment, renewal or extension of such Letters of Credit,
and “Issue” shall have a correlative meaning.


 


“Issuing Lender”: 
any Revolving Lender from time to time designated by the Borrowers as an
Issuing Lender with the consent of such Revolving Lender and the Administrative
Agent.


 


“Issuer Documents”: means with respect to
any Letter of Credit, the Application, and any other document, agreement and
instrument entered into by the Issuing Lender and Monster Worldwide (including
for the benefit of any Subsidiary) or in favor of the Issuing Lender and
relating to any such Letter of Credit.


 


 “Judgment
Currency”:  as defined in
Section 11.18(b).


 


“Lead Arranger”: 
as defined in the recitals to this Agreement.


 


“L/C Advance”: means, with respect to each
Lender, such Lender’s funding of its participation in any L/C Borrowing in
accordance with its Aggregate Exposure Percentage. All L/C Advances shall be
denominated in Dollars.


 


“L/C
Borrowing”: means an extension of credit resulting from a drawing under any
Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Committed Borrowing. All
L/C Borrowings shall be denominated in Dollars.


 


“L/C Commitment”: $50,000,000.


 


“L/C Fee Payment Date”:  the last day of each March, June, September
and December and the last day of the Revolving Commitment Period.


 


“L/C Obligations”:  at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then
outstanding Letters of Credit, including the maximum amount payable under any
Bank Guarantees (including the Dollar Equivalent of Letters of Credit Issued in
Foreign Currencies) and (b) the aggregate amount of drawings under Letters
of Credit, including payments under Bank Guarantees (including the Dollar
Equivalent of Letters of Credit Issued in Foreign Currencies to the extent such
amounts have not been converted to Dollars in accordance with the terms hereof)
that have not then been reimbursed pursuant to Section 2.11. For purposes
of computing the amount available to be drawn under any Letter of Credit , the
amount of such Letter of Credit shall be determined in accordance with Section
1.4.  For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but
any amount may still be drawn thereunder by reason of the operation of Rule
3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in
the amount so remaining available to be drawn.


 


“L/C Participants”:  the collective reference to all the Revolving
Lenders other than the Issuing Lender that issued the relevant Letter of Credit.


 


14





















 


“Lender Affiliate”:  (a) any Affiliate of any Lender,
(b) any Person that is administered or managed by any Lender and that is
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business
and (c) with respect to any Lender which is a fund that invests in
commercial loans and similar extensions of credit, any other fund that invests
in commercial loans and similar extensions of credit and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such Lender
or investment advisor.


 


“Lenders”: 
as defined in the preamble hereto; provided, that unless the
context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.


 


“Lending Office”: means, as to any Lender,
the office or offices of such Lender described as such in such Lender’s
administrative questionnaire, or such other office or offices as a Lender may
from time to time notify the Borrowers and the Administrative Agent.


 


“Letters of Credit”:  as defined in Section 2.7(a).


 


“Lien”: means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or
preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real
property, and any financing lease having substantially the same economic effect
as any of the foregoing).


 


“Loan”: 
means an extension of credit by a Lender to a Borrower under Section
2  in the form of a Revolving Loan, a
Swingline Loan or otherwise made pursuant to this Agreement.


 


“Loan Documents”: 
this Agreement, the Security Documents, and the Notes.


 


“Loan Parties”: 
each Borrower that is a party to a Loan Document and each Subsidiary
Guarantor.


 


“Mandatory
Cost”: means, with respect to any period, the percentage rate per annum
determined in accordance with Schedule 1.1.


 


“Material Adverse Effect”: means (a) a
material adverse change in, or a material adverse effect upon, the operations,
business, properties, condition (financial or otherwise) or prospects of
Monster Worldwide or Monster Worldwide and its Subsidiaries taken as a whole;
(b) a material impairment of the ability of any Loan Party to perform its
obligations under any Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of any Loan Document to which it is a party.


 


“Material Contract”:  each contract of the Borrowers described on
Schedule 5.13.


 


15





















 


“Materials of Environmental Concern”:  any gasoline or petroleum (including crude
oil or any fraction thereof) or petroleum products, asbestos, polychlorinated
biphenyls, urea-formaldehyde insulation, any hazardous or toxic substances,
materials or wastes, defined as such or regulated in or under any applicable
Environmental Laws, and any other substances that could reasonably be expected
to result in liability under any applicable Environmental Laws.


 


“Maximum
Commitment Increase”: as defined in Section 3.2(e).


 


“Maximum Rate”: 
as defined in Section 11.19.


 


“Money Borrowed”: 
means (i) Indebtedness arising from the lending of money by any Person
to each Borrower; (ii) Indebtedness, whether or not in any such case arising
from the lending by any Person of money to each Borrower, (A) which is
represented by notes payable or drafts accepted that evidence extensions of
credit, (B) which constitutes obligations evidenced by bonds, debentures, notes
or similar instruments, or (C) upon which interest charges are customarily paid
(other than accounts payable) or that was issued or assumed as full or partial
payment for Property; (iii) Indebtedness that constitutes a Capitalized Lease
Obligation; (iv) reimbursement obligations with respect to letters of credit or
guaranties of letters of credit or bank guarantees and (v) Indebtedness of any
Borrower under any guaranty of obligations that would constitute Indebtedness
for Money Borrowed under clauses (i) through (iii) hereof, if owed directly by
any Borrower.


 


“Multiemployer Plan”: means any employee
benefit plan of the type described in Section 4001(a)(3) of ERISA, to
which Monster Worldwide or any Commonly Controlled Entity makes or is obligated
to make contributions, or during the preceding five plan years, has made or
been obligated to make contributions.


 


“Net Worth”: 
at a particular date means (a) the aggregate amount of all assets of
Monster Worldwide on a Consolidated basis as may be properly classified as such
in accordance with GAAP consistently applied (including such assets as are
properly classified as intangible assets under GAAP), less (b) the aggregate
amount of all liabilities of Monster Worldwide on a Consolidated basis as may
be properly classified as such in accordance with GAAP consistently applied.


 


“New Lender Supplement”: each New Lender
Supplement delivered pursuant to Section 3.2, substantially in the form of
Exhibit K-1.


 


“New Revolving Lender”: as defined in Section
3.2(b).


 


“Non-Excluded Taxes”:  as defined in Section 4.10(a).


 


“Non-Guarantor Subsidiary”:  any Subsidiary that is not a Subsidiary
Guarantor.


 


“Non-UK
Qualifying Bank”: as defined in Section 11.20.


 


“Non-U.S. Lender”:  as defined in Section 4.10(d).


 


“Notes”: 
the collective reference to any promissory note evidencing Loans.


 


16





















 


“Obligations”: 
the unpaid principal of and interest on (including interest accruing
after the maturity of the Loans and Reimbursement Obligations and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to each Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) the Loans, the Reimbursement Obligations and all other
obligations and liabilities of each Borrower to any Agent or to any Lender (or,
in the case of Specified Hedge Agreements, any affiliate of any Lender),
whether direct or indirect, absolute or contingent, due or to become due, or
now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any other Loan Document, the Letters of
Credit, any Specified Hedge Agreement or any other document made, delivered or
given in connection herewith or therewith, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses
(including all fees, charges and disbursements of counsel to any Agent or to
any Lender that are required to be paid by the Borrowers pursuant hereto) or
otherwise; provided, that (i) obligations of the Borrowers or any
Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed
pursuant to the Security Documents only to the extent that, and for so long as,
the other Obligations are so secured and guaranteed and (ii) any release
of Collateral or Subsidiary Guarantors effected in the manner permitted by this
Agreement shall not require the consent of holders of obligations under Specified
Hedge Agreements.


 


“Other Taxes”: means all present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies arising from any payment made hereunder or under any other Loan
Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.


 


“Overnight
Rate”: means, for any day, (a) with respect to any amount denominated in
Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight
rate determined by the Administrative Agent, the Issuing Lender, or the
Swingline Lender, as the case may be, in accordance with banking industry rules
on interbank compensation, and (b) with respect to any amount denominated in a
Foreign Currency, the rate of interest per annum at which overnight deposits in
the applicable Foreign Currency, in an amount approximately equal to the amount
with respect to which such rate is being determined, would be offered for such
day by a branch or Affiliate of the Reference Lender in the applicable offshore
interbank market for such currency to major banks in such interbank market.


 


“Participant”: 
as defined in Section 11.6(c).


 


“Participating Member State”: means each
state so described in any EMU Legislation.


 


“PATRIOT Act”: shall have the meaning provided in
Section 11.21.


 


“PBGC”: 
means the Pension Benefit Guaranty Corporation.


 


“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


 


17





















 


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


 


“Person”: means any natural person,
corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity.


 


“Plan”:  at
a particular time, any “pension plan” (within the meaning of Section 3(2) of
ERISA), other than a Multiemployer Plan, that is covered by Title IV of ERISA
and in respect of which each Borrower or a Commonly Controlled Entity is (or,
if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Pledged Stock”: 
means any Capital Stock pledged as collateral under any Security
Document.


 


“Pricing Grid”: 
the pricing grid attached hereto as Annex A.


 


“Prime Rate”: 
shall mean the variable rate of interest per annum publicly announced
from time to time by the Reference Lender as its prime rate in effect at its
principal office in New York City (the Prime Rate not being intended to be the
lowest rate of interest charged by the Reference Lender in connection with
extensions of credit to debtors).  Any
change in the Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.  Changes in the rate
of interest resulting from changes in the Prime Rate shall take place
immediately without notice or demand of any kind.


 


“Projections”: 
as defined in Section 7.2(c).


 


“Property”: 
any right or interest in or to property of any kind whatsoever, whether
real, personal or mixed and whether tangible or intangible, including, without
limitation, Capital Stock.


 


“Reference Lender”: Bank of America, N.A.


 


“Refunded Swingline Loans”:  as defined in Section 2.4.


 


“Refunding Date”: 
as defined in Section 2.4.


 


“Register”: 
as defined in Section 11.6(b).


 


18





















 


“Regulation U”: 
Regulation U of the Board as in effect from time to time.


 


“Reimbursement Obligation”:  the obligation of Monster Worldwide to
reimburse each Issuing Lender pursuant to Section 2.11 for amounts drawn
under Letters of Credit Issued by such Issuing Lender including any amounts
paid under any Bank Guarantees.


 


“Reorganization”: 
with respect to any Multiemployer Plan, the condition that such plan is
in reorganization within the meaning of Section 4241 of ERISA.


 


“Reportable Event”:  any of the events set forth in
Section 4043(c) of ERISA, other than those events as to which the
30 day notice period is waived.


 


“Required Lenders”:  at any time, (a) until the Restatement
Closing Date, the holders of at least 51% of the Total Revolving Commitments
then in effect and (b) thereafter, the holders of at least 51% of the
Total Revolving Commitments then in effect or, if the Revolving Commitments
have been terminated, the Total Revolving Extensions of Credit then outstanding.


 


“Requirement of Law”:  as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.


 


“Reset Date”: 
as defined in Section 4.16(a).


 


“Reserve Percentage”:  means the maximum aggregate reserve requirement
(including all basic, supplemental, marginal and other reserves) which is
imposed on member banks of the Federal Reserve System against “Euro-currency
Liabilities” as defined in Regulation D.


 


“Responsible Officer”: means the chief
executive officer, president, chief financial officer, secretary, treasurer or
general counsel of a Loan Party.  Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.


 


“Restatement
Closing Date”: the first date all the
conditions precedent set forth in Section 6.1 are satisfied or waived in
accordance with Section 11.1, which date shall be no later than January 14,
2005.


 


“Restricted Payments”  as defined in Section 8.6.


 


“Revolving Commitment”:  means as to each Lender, its obligation to
(a) make Revolving Loans to the Borrowers pursuant to Section 2.1 and (b)
participate in Swingline Loans, Letters of Credit, Foreign Currency Loans and
UK Foreign Currency Loans in an aggregate principal and/or face amount at any
one time outstanding not to exceed the amount set forth under such Lender’s
name under the heading “Revolving Commitment” on the


 


19





















 


Commitment Schedule or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement.


 


“Revolving
Commitment Increase Notice”: as defined in Section 3.2(a).


 


“Revolving Commitment Period”:  means the period from and including the
Restatement Closing Date to the earliest of (a) the Revolving Termination Date,
(b) the date of termination of the Revolving Commitments pursuant to Section
2.6, and (c) the date of termination of the Commitments, the Loans and the L/C
Obligations pursuant to Section 9.


 


“Revolving Extensions of Credit”:  means as to any Revolving Lender at any time,
an amount equal to the sum of (a) the aggregate principal amount of all
Revolving Loans held by such Lender then outstanding, (b) such Lender’s
Revolving Percentage of the L/C Obligations then outstanding, (c) such
Lender’s Revolving Percentage of the aggregate principal amount of Swingline
Loans then outstanding and (d) such Lender’s Revolving Percentage of the
Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans
and UK Foreign Currency Loans then outstanding.


 


“Revolving Lender”:  means each Lender that has a Revolving
Commitment or that holds Revolving Loans.


 


“Revolving Loans”:  as defined in Section 2.1(a).


 


“Revolving
Offered Increase Amount”: as defined in Section 3.2(a)


 


“Revolving Percentage”:  means as to any Revolving Lender at any time,
the percentage which such Lender’s Revolving Commitment then constitutes of the
Total Revolving Commitments (or, at any time after the Revolving Commitments
shall have expired or terminated, the percentage which the aggregate principal
amount of such Lender’s Revolving Extensions of Credit then outstanding
constitutes of the aggregate principal amount of the Revolving Extensions of
Credit then outstanding).


 


“Revolving Termination Date”:  means June 30, 2008.


 


“SEC”:  the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.


 


“Security Documents”:  means the collective reference to the
Guarantee and Collateral Agreement, the Share Charges, the Debentures and all
other security documents hereafter delivered to the Administrative Agent
granting a Lien on any property of any Person to secure the obligations and
liabilities of any Loan Party under any Loan Document.


 


“Share Charges”: 
means (i) the reaffirmation and the charge over shares in TMPWL to be
executed by Monster Worldwide Holdings Limited (“MWHL”), and (ii) the
charge over shares in BSEL to be executed by Bartlett Merton Holdings Limited (“BHL”),
each in favor of the Administrative Agent substantially in the form of Exhibit
I.


 


20





















 


“Significant Subsidiary”: as defined in Rule
1-02(w) of Regulation S-X promulgated under the Exchange Act.


 


“Single Employer Plan”:  any Plan that is covered by Title IV of
ERISA, but that is not a Multiemployer Plan.


 


“Solvent”: 
when used with respect to any Person, means that, as of any date of
determination, (a) the amount of the “present fair saleable value” of the assets
of such Person will, as of such date, exceed the amount of all “liabilities of
such Person, contingent or otherwise”, as of such date, as such quoted terms
are determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (b) the present fair saleable
value of the assets of such Person will, as of such date, be greater than the
amount that will be required to pay the liability of such Person on its debts
as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they
mature.  For purposes of this definition,
(i) ”debt” means liability on a “claim”, and (ii) ”claim” means any
(x) right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed,
secured or unsecured.


 


“Specified Hedge Agreement”:  any Hedge Agreement (a) entered into by
(i) any Borrowers or any of its Subsidiaries and (ii) any Agent or
Lender or any affiliate thereof, as counterparty and (b) that has been
designated by such Agent or Lender, as the case may be, and such Borrower, by
notice to the Administrative Agent, as a Specified Hedge Agreement.  The designation of any Hedge Agreement as a
Specified Hedge Agreement shall not create in favor of the Agent, Lender or affiliate
thereof that is a party thereto any rights in connection with the management or
release of any Collateral or of the obligations of any Subsidiary Guarantor
under the Guarantee and Collateral Agreement.


 


“Stock Repurchase”:  a purchase by Monster Worldwide of its
outstanding Capital Stock in the open market pursuant to a stock repurchase
program in accordance with SEC Rule 10b-18.


 


“Subsidiary”: of a Person means a
corporation, partnership, joint venture, limited liability company or other
business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by
reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or
Subsidiaries of the Borrowers.


 


“Subsidiary Guarantor”:  a Subsidiary that (i) is a Domestic
Subsidiary that is a Wholly Owned Subsidiary, (ii) provides a guarantee of any
Indebtedness of the Borrowers (other


 


21





















 


than the Loans) or (iii) becomes a party to the Loan
Documents pursuant to Section 7.9(b) including any future Domestic
Subsidiary that is a Wholly Owned Subsidiary that becomes a Loan Party.


 


“Swingline Commitment”:  means the revolving credit facility made
available by the Swingline Lender pursuant to Section 2.3 in an aggregate
principal amount at any one time outstanding not to exceed $5,000,000.


 


“Swingline Lender”: means Bank of America, N.A.
in its capacity as provider of Swingline Loans or any successor swingline
lender hereunder.


 


“Swingline Loans”:  as defined in Section 2.3.


 


“Swingline Participation Amount”:  as defined in Section 2.4.


 


“Syndication Agent”:  as defined in the preamble to this Agreement.


 


“Total Revolving Commitments”:  at any time, the aggregate amount of the
Revolving Commitments of all the Lenders.


 


“Total Revolving Extensions of Credit”:  at any time, the aggregate amount of the
Revolving Extensions of Credit of the Revolving Lenders outstanding at such
time.


 


“Transferee”: 
any Assignee or Participant.


 


“Type”: 
means, with respect to a Revolving Loan, its character as a Base Rate
Loan or a Eurocurrency Loan.


 


“UCC”: 
means the Uniform Commercial Code in as in effect in the State of New
York.


 


“UCP”: as defined in Section 2.12.


 


“UK Borrowers”: 
has the meaning specified in the preamble hereto.


 


“UK Foreign Currency Loans”:  has the meaning specified in Section 2.15.


 


“UK Subsidiary Sublimit”:  $25,000,000.


 


“United States”: 
the United States of America.


 


“Unreimbursed Amount”: as defined in Section
2.11.


 


“Upfront Fee”: 
means an amount in Dollars equal to 0.20% of the Revolving Commitment of
each Lender.


 


“US Borrowers”: 
Monster Worldwide and any Domestic Wholly-Owned Subsidiary that has
executed a Borrower Supplement.


 


22





















 


“Wholly Owned Subsidiary”:  as to any Person, any other Person all of the
Capital Stock of which (other than directors’ qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.


 


1.2.                              Other
Definitional Provisions.  (a) 
Unless otherwise specified therein, all terms defined in this Agreement
shall have the defined meanings when used in the other Loan Documents or any
certificate or other document made or delivered pursuant hereto or thereto.


 


(b)                                 As used herein and in the other Loan Documents,
and any certificate or other document made or delivered pursuant hereto or
thereto, (i) accounting terms relating to any Borrower not defined in
Section 1.1 and accounting terms partly defined in Section 1.1, to
the extent not defined, shall have the respective meanings given to them under
GAAP, (ii) the words “include”, “includes” and “including” shall be deemed
to be followed by the phrase “without limitation”, (iii) the word “incur”
shall be construed to mean incur, create, issue, assume, become liable in
respect of or suffer to exist (and the words “incurred” and “incurrence” shall
have correlative meanings), (iv) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, Capital Stock,
securities, revenues, accounts, leasehold interests and contract rights, and
(v) references to agreements or other Contractual Obligations shall,
unless otherwise specified, be deemed to refer to such agreements or
Contractual Obligations as amended, supplemented, restated or otherwise
modified from time to time (subject to any applicable restrictions hereunder).


 


(c)                                  The words “hereof”, “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.


 


(d)                                 The meanings given to terms defined herein shall
be equally applicable to both the singular and plural forms of such terms.


 


1.3.                              Currency
Conversion.  (a)  If
more than one currency or currency unit are at the same time recognized by the
central bank of any country as the lawful currency of that country, then
(i) any reference in the Loan Documents to, and any obligations arising
under the Loan Documents in, the currency of that country shall be translated
into or paid in the currency or currency unit of that country designated by the
Administrative Agent and (ii) any translation from one currency or
currency unit to another shall be at the official rate of exchange recognized
by the central bank for conversion of that currency or currency unit into the
other, rounded up or down by the Administrative Agent as it reasonably deems
appropriate.


 


(b)                                 If a change in any currency of a country occurs,
this Agreement shall be amended (and each party hereto agrees to enter into any
supplemental agreement necessary to effect any such amendment) to the extent
that the Administrative Agent determines such amendment to be necessary to
reflect the change in currency and to put the Lenders in the same position, so
far as possible, that they would have been in if no change in currency had
occurred.


 


23





















 


1.4.                              Letter of Credit Amounts. Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent
of the stated amount of such Letter of Credit in effect at such time; provided,
however, that with respect to any Letter of Credit that, by its terms or the
terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.


 


1.5.                              Assignment of Administrative Agent’s Rights and
Obligations. Fleet
National Bank, a Bank of America company (“Fleet”) hereby sells,
transfers and assigns to Bank of America, N.A., (“BofA”) and BofA hereby
purchases, assumes and undertakes from Fleet all rights and obligations of
Fleet in its capacity as Administrative Agent. 
Effective upon the Restatement Closing Date, each of the Lenders and
each of the Borrowers hereby consent to the foregoing assignment and assumption
and releases Fleet from its obligations as Administrative Agent under the Loan
Documents.


 


1.6.                              Assignment of Loans. (a) For an agreed consideration, Fleet
hereby irrevocably sells and assigns to BofA, and BofA hereby irrevocably
purchases and assumes from Fleet, in accordance with the Credit Agreement, as
of the Restatement Closing Date (i) all of Fleet’s rights and obligations as a
Lender under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
Fleet under the Agreement (including, without limitation, the Letters of Credit
and the Swingline Loans included in such facilities) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of Fleet (in its capacity as a Lender) against any
Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to
any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in
equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as, the “Assigned
Interest”).  Such sale and assignment
is without recourse to Fleet and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by Fleet.


 


(b)                                 From
and after the Restatement Closing Date, the Administrative Agent shall make all
payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to Fleet for amounts which have accrued to
but excluding Restatement Closing Date and to BofA for amounts which have
accrued from and after the Restatement Closing Date.


 


(c)                                  The
Assigned Interest includes those assigned interests specified in Annex C.


 


24





















 


SECTION 2    AMOUNT
AND TERMS OF REVOLVING COMMITMENTS


 


2.1.                              Revolving
Commitments.  (a) 
Subject to the terms and conditions hereof, each Revolving Lender
severally agrees to make revolving credit loans denominated in Dollars (“Revolving
Loans”) to the US Borrowers from time to time during the Revolving Commitment
Period in an aggregate principal amount at any one time outstanding which, when
added to such Lender’s Revolving Percentage of the sum of (i) the L/C
Obligations then outstanding, (ii) the aggregate principal amount of the
Swingline Loans then outstanding, and (iii) the Dollar Equivalent of the
aggregate principal amount of the Foreign Currency Loans and the UK Foreign
Currency Loans then outstanding, does not exceed the amount of such Lender’s
Available Revolving Commitment.  During
the Revolving Commitment Period, the US Borrowers may use the Revolving
Commitments by borrowing, prepaying and reborrowing the Revolving Loans, in
whole or in part, all in accordance with the terms and conditions hereof.  The Revolving Loans may from time to time be
Eurocurrency Loans or Base Rate Loans, as determined by the applicable US
Borrowers and notified to the Administrative Agent in accordance with
Sections 2.2 and 4.3.


 


(b)                                 The US Borrowers shall repay all outstanding
Revolving Loans on the Revolving Termination Date.


 


2.2.                              Procedure
for Revolving Loan Borrowing.  The US Borrowers may borrow under
Section 2.1 during the Revolving Commitment Period on any Business Day, provided
that the applicable US Borrowers shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 12:00 Noon, New York City time, (a) three Business Days
prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or
(b) on the Business Day of the requested Borrowing Date, in the case of
Base Rate Loans), specifying (i) the amount and Type of Revolving Loans to
be borrowed, (ii) the requested Borrowing Date and (iii) in the case
of Eurocurrency Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor.  Any Revolving Loans made on the Restatement
Closing Date shall initially be Base Rate Loans.  Each borrowing under the Revolving Commitments
shall be in an amount equal to (x) in the case of Base Rate Loans, $3,000,000
or a whole multiple of $100,000 in excess thereof (or, if the then aggregate
Available Revolving Commitments are less than $3,000,000 or $100,000, as
applicable, such lesser amount) and (y) in the case of Eurocurrency Loans
denominated in Dollars, $3,000,000 or a whole multiple of $100,000 in excess
thereof; provided, that the Swingline Lender may request, on behalf of
Monster Worldwide, borrowings under the Revolving Commitments that are Base
Rate Loans in other amounts pursuant to Section 2.4.  Upon receipt of any such notice from a US
Borrower, the Administrative Agent shall promptly notify each Revolving Lender
thereof.  Each Revolving Lender will make
the amount of its pro rata share of each such borrowing available to the
Administrative Agent for the account of the applicable US Borrowers at the
Funding Office prior to 2:00 PM, New York City time, on the Borrowing Date
requested by such US Borrower in funds immediately available to the
Administrative Agent.  Such borrowing
will then be made available to Monster Worldwide by the Administrative Agent
crediting the account of Monster Worldwide on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
Lenders and in like funds as received by the Administrative Agent.


 


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2.3.                              Swingline
Commitment.  (a) 
Subject to the terms and conditions hereof, the Swingline Lender agrees
to make a portion of the credit otherwise available to Monster Worldwide under
the Revolving Commitments from time to time during the Revolving Commitment
Period by making swingline loans denominated in Dollars (“Swingline Loans”)
to Monster Worldwide; provided that (i) the aggregate principal
amount of Swingline Loans outstanding at any time shall not exceed the
Swingline Commitment then in effect, and (ii) Monster Worldwide shall not
request, and the Swingline Lender shall not make, any Swingline Loan if, after
giving effect to the making of such Swingline Loan, the aggregate amount of the
Available Revolving Commitments would be less than zero; provided further,
Monster Worldwide can only request a Swingline Loan in an amount such that
after giving effect to the making of such Swingline Loan, the aggregate
principal amount of Swingline Loans outstanding at any time, when aggregated
with the Swingline Lender’s other outstanding Revolving Extensions of Credit
hereunder, does not exceed such Swingline Lender’s Available Revolving
Commitment. During the Revolving Commitment Period, Monster Worldwide may use
the Swingline Commitment by borrowing, repaying and reborrowing, all in
accordance with the terms and conditions hereof.  Swingline Loans shall be Base Rate Loans
only.


 


(b)                                 Monster
Worldwide shall repay to the Swingline Lender the then unpaid principal amount
of each Swingline Loan on the earlier of
the Revolving Termination Date and the 30th day after such Swingline Loan is
made; provided that, during each calendar month, there shall be at least
two consecutive Business Days during which the outstanding balance of the
Swingline Loans shall be zero.


 


2.4.                              Procedure
for Swingline Borrowing; Refunding of Swingline Loans. 
(a) Whenever Monster Worldwide desires that the Swingline Lender make Swingline Loans it shall give the
Swingline Lender irrevocable telephonic notice confirmed promptly in writing
(which telephonic notice must be received by the Swingline Lender not later
than 1:00 P.M., New York City time, on the proposed Borrowing Date),
specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date (which shall be a Business Day during the Revolving Commitment
Period).  Each borrowing under the
Swingline Commitment shall be in an amount equal to $500,000 or a whole
multiple of $100,000 in excess thereof. 
Not later than 3:00 P.M., New York City time, on the Borrowing Date
specified in a notice in respect of Swingline Loans, the Swingline Lender shall
make available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the amount of the Swingline Loan to be
made by the Swingline Lender.  The Administrative
Agent shall make the proceeds of such Swingline Loan available to Monster
Worldwide on such Borrowing Date by either
depositing such proceeds in the account of Monster Worldwide with the Administrative Agent on such Borrowing
Date in immediately available funds or wiring such proceeds to another account
as directed by Monster Worldwide.


 


(b)                                 The
Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of Monster
Worldwide (which hereby irrevocably directs
the Swingline Lender to act on its behalf), on one Business Day’s notice given
by the Swingline Lender no later than 12:00 Noon, New York City time,
request each Revolving Lender to make, and each Revolving Lender hereby agrees
to make, a Revolving Loan, in an amount equal to such Revolving Lender’s
Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded
Swingline Loans”) outstanding on the date of such notice, to repay the
Swingline


 


26





















 


Lender.  Each Revolving Lender shall make the amount
of such Revolving Loan available to the Administrative Agent at the Funding
Office in immediately available funds, not later than 10:00 A.M., New York
City time, one Business Day after the date of such notice.  The proceeds of such Revolving Loans shall be
immediately made available by the Administrative Agent to the Swingline Lender
for application by the Swingline Lender to the repayment of the Refunded
Swingline Loans.  Monster
Worldwide irrevocably authorizes the
Swingline Lender to charge Monster Worldwide’s account with the Administrative Agent (up to the amount available in
each such account) in order to immediately pay the amount of such Refunded
Swingline Loans to the extent amounts received from the Revolving Lenders are
not sufficient to repay in full such Refunded Swingline Loans.


 


(c)                                  If
prior to the time a Revolving Loan would have otherwise been made pursuant to
Section 2.4(b), one of the events
described in Section 9(f) shall have occurred and be continuing with
respect to Monster Worldwide or if
for any other reason, as determined by the Swingline Lender in its sole
discretion, Revolving Loans may not be made as contemplated by
Section 2.4(b), each Revolving Lender shall, on the date such Revolving
Loan was to have been made pursuant to the notice referred to in
Section 2.4(b) (the “Refunding Date”), purchase for cash an
undivided participating interest in the then outstanding Swingline Loans by
paying to the Swingline Lender an amount (the “Swingline Participation
Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times
(ii) the sum of the aggregate principal amount of Swingline Loans then
outstanding that were to have been repaid with such Revolving Loans.


 


(d)                                 Whenever,
at any time after the Swingline Lender has received from any Revolving Lender
such Lender’s Swingline Participation
Amount, the Swingline Lender receives any payment on account of the Swingline
Loans, the Swingline Lender will distribute to such Lender its Swingline
Participation Amount (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s participating interest
was outstanding and funded and, in the case of principal and interest payments,
to reflect such Lender’s pro  rata portion of such payment if such
payment is not sufficient to pay the principal of and interest on all Swingline
Loans then due); provided, however, that in the event that such
payment received by the Swingline Lender is required to be returned, such
Revolving Lender will return to the Swingline Lender any portion thereof
previously distributed to it by the Swingline Lender.


 


(e)                                  Each Revolving Lender’s obligation to make the
Loans referred to in Section 2.4(b) and to purchase participating
interests pursuant to Section 2.4(c) shall be absolute and unconditional
and shall not be affected by any circumstance, including (i) any setoff,
counterclaim, recoupment, defense or other right that such Revolving Lender or Monster
Worldwide may have against the Swingline
Lender, the Borrowers or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or an Event of Default or
the failure to satisfy any of the other conditions specified in Section 6;
(iii) any adverse change in the condition (financial or otherwise) of the
Borrowers; (iv) any breach of this Agreement or any other Loan Document by
the Borrowers, any other Loan Party or any other Revolving Lender; or
(v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing, provided, however, that no Revolving
Lender shall be required to make Loans or purchase participations pursuant to
this Section 2.4 if, as a result thereof, its Revolving


 


27





















 


Extensions
of Credit will exceed its Commitment then in effect or in effect immediately
preceding its termination.


 


2.5.                              Commitment
Fees, etc.  (a)  Monster Worldwide agrees to pay to the Administrative Agent for the account of each
Revolving Lender a commitment fee for the period from and including the
Restatement Closing Date to the last day of the Revolving Commitment Period,
computed at the Commitment Fee Rate on the average daily amount of the
Available Revolving Commitment of such Lender during the period for which
payment is made, payable quarterly in arrears on each Fee Payment Date,
commencing on the first of such dates to occur after the date hereof, provided
that, in calculating any Lender’s Revolving Extensions of Credit for the
purpose of determining such Lender’s Available Revolving Commitment pursuant to
this Section 2.5, (x) the aggregate principal amount of Swingline Loans then
outstanding shall be deemed to be zero, (y) the Dollar Equivalent of Foreign
Currency Loans and UK Foreign Currency Loans shall be calculated for Foreign
Currency Loans and UK Foreign Currency Loans on the first day of the Interest
Period therefor, and (z) the amount of any Letters of Credit outstanding shall
be deemed to be the Dollar Equivalent of the stated amount of such Letter of
Credit, provided  however, with respect to any Letter of Credit
that by its terms or the terms of any Issuer Document related thereto, provides
for one or more automatic increases in the stated amount thereof, the amount of
such Letter of Credit shall equal the Dollar Equivalent of the stated amount of
such Letter of Credit and shall only give effect to any such increase in the
stated amount thereof to the extent such increase in the stated amount is in
effect.


 


(b)                                 Monster
Worldwide agrees to pay to the
Administrative Agent the fees in the amounts and on the dates previously agreed
to in writing by the Borrowers and the Administrative Agent.


 


2.6.                              Termination
of Revolving Commitments.  The Borrowers shall have the right, upon not
less than five Business Days’ notice to the Administrative Agent, to terminate
the Revolving Commitments; provided that no such termination of the
Revolving Commitments shall be permitted unless all outstanding Revolving
Loans, Swingline Loans, Foreign Currency Loans and UK Foreign Currency Loans
are repaid on or before the effective date thereof and all L/C Obligations are
either cash collateralized in an amount equal to the L/C Obligations or
otherwise secured by arrangements reasonably satisfactory to the Administrative
Agent and the Required Lenders.


 


2.7.                              L/C
Commitment. (a) Subject to the
terms and conditions hereof, each Issuing Lender, in reliance on the agreements
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 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


 


28





















 


automatic
extension 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.


 


(b)                                 No Issuing Lender shall at any time Issue any
Letter of Credit hereunder if such Issuance would conflict with, or cause such
Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.


 


2.8.                              Procedure
for Issuance of Letter of Credit.  Monster Worldwide may from time to time request that an Issuing
Lender Issue a Letter of Credit by delivering to such Issuing Lender at its
address for notices specified herein (with a copy to the Administrative Agent)
an Application therefor, completed to the satisfaction of such Issuing Lender,
and such other certificates, documents and other papers and information as such
Issuing Lender may request.  Upon receipt
of confirmation from the Administrative Agent that after giving effect to the
requested Issuance, the Available Revolving Commitments would not be less than
zero, such Issuing Lender will process such Application and the certificates,
documents and other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall promptly Issue
the Letter of Credit requested thereby (but in no event shall such Issuing
Lender be required to Issue any Letter of Credit earlier than three Business Days
after its receipt of the Application therefor and all such other certificates,
documents and other papers and information relating thereto) by Issuing the
original of such Letter of Credit to the beneficiary thereof or as otherwise
may be agreed to by such Issuing Lender and Monster Worldwide.  Each
Issuing Lender shall furnish a copy of such Letter of Credit to Monster
Worldwide (with a copy to the
Administrative Agent) promptly following the Issuance thereof, and the
Administrative Agent shall in turn promptly furnish to the Lenders, notice of
the Issuance of each Letter of Credit Issued by such Issuing Lender (including
the amount thereof).


 


2.9.                              Fees
and Other Charges.  (a)  Monster
Worldwide will pay a fee on all outstanding
amounts of the Letters of Credit (using the stated amount of such Letter of
Credit, provided  however, with respect to any Letter of Credit
that by its terms or the terms of any Issuer Document related thereto, provides
for one or more automatic increases in the stated amount thereof, the amount of
such Letter of Credit shall equal the Dollar Equivalent of the stated amount of
such Letter of Credit and shall only give effect to any such increase in the
stated amount thereof to the extent such increase in the stated amount is in effect)
at a per annum rate equal to the Applicable Margin then in effect with respect
to Eurocurrency Loans under the Revolving Facility, shared ratably among the
Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date
after the Issuance date.  In addition, Monster
Worldwide shall pay to the relevant Issuing
Lender for its own account (or to the Administrative Agent for the benefit of
the Issuing Lender) a fronting fee on the outstanding amount of each Letter of
Credit (using the stated amount of such Letter of Credit, provided  however,
with respect to any Letter of Credit that by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases
in the stated amount thereof, the amount of such Letter of Credit shall equal
the Dollar Equivalent of the stated amount of such Letter of Credit and shall
only give effect to any such increase in the stated amount thereof to the
extent such increase in the stated amount is in effect) equal to 0.125% per
annum, payable quarterly in arrears on each L/C Fee Payment Date after the
Issuance date.


 


29





















 


(b)                                 In addition to the foregoing fees, Monster
Worldwide shall pay or reimburse each
Issuing Lender for such normal and customary costs and expenses as are incurred
or charged by such Issuing Lender in Issuing, negotiating, effecting payment
under, amending or otherwise administering any Letter of Credit, including,
presentation and processing fees, and other standard costs and charges of the
Issuing Lender relating to such Letters of Credit as from time to time in
effect.


 


2.10.                        L/C
Participations.  (a) 
Each Issuing Lender irrevocably agrees to grant and hereby grants to
each L/C Participant, and, to induce such Issuing Lender to Issue Letters of
Credit hereunder, each L/C Participant irrevocably agrees to accept and
purchase and hereby accepts and purchases from such Issuing Lender, on the
terms and conditions set forth below, for such L/C Participant’s own account
and risk an undivided interest equal to such L/C Participant’s Revolving
Percentage in each Issuing Lender’s obligations and rights under and in respect
of each Letter of Credit Issued by such Issuing Lender hereunder and the amount
of each draft paid by such Issuing Lender thereunder.


 


(b)                                 At
any time after the Issuing Lender has made a payment under any Letter of Credit
and has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.11, if the Administrative Agent receives
for the account of the Issuing Lender any payment in respect of the related
Unreimbursed Amount or interest thereon (whether directly from Monster
Worldwide or otherwise, including proceeds of Cash Collateral applied thereto
by the Administrative Agent), the Administrative Agent will distribute to such
Lender its Aggregate Exposure Percentage thereof (appropriately adjusted, in
the case of interest payments, to reflect the period of time during which such
Lender’s L/C Advance was outstanding) in Dollars and in the same funds as those
received by the Administrative Agent.


 


(c)                                  If
any amount required to be paid by any L/C Participant to the Administrative Agent for the account of such Issuing Lender
pursuant to Section 2.10(a) in respect of any unreimbursed portion of any
payment made by such Issuing Lender under any Letter of Credit is paid to the
Administrative Agent for the account of such Issuing Lender within three
Business Days after the date such payment is due, such L/C Participant shall
pay to the Administrative Agent for the account of such Issuing Lender on
demand an amount equal to the product of (i) such amount, times
(ii) the daily average Federal Funds Effective Rate during the period from
and including the date such payment is required to the date on which such
payment is immediately available to such Issuing Lender, times
(iii) a fraction the numerator of which is the number of days that elapsed
during such period and the denominator of which is 360.  If any such amount required to be paid by any
L/C Participant pursuant to Section 2.10(a) is not made available to the
Administrative Agent for the account of the relevant Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, such
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans under the Revolving Facility.  A certificate of such Issuing Lender
submitted to any L/C Participant with respect to any amounts owing under this
Section shall be conclusive in the absence of manifest error.


 


(d)                                 Whenever,
at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant
its pro  rata share of such payment in


 


30





















 


accordance
with Section 2.10(a), the Administrative Agent receives any payment
related to such Letter of Credit (whether directly from Monster
Worldwide or otherwise, including proceeds
of Collateral applied thereto by such Issuing Lender), or any payment of
interest on account thereof, the Administrative Agent will distribute to such
L/C Participant its pro  rata share thereof; provided, however,
that in the event that any such payment received by Administrative Agent shall
be required to be returned by the Administrative Agent, such L/C Participant
shall return to the Administrative Agent for the account of such Issuing Lender
the portion thereof previously distributed by the Administrative Agent to it.


 


(e)                                  Each L/C Participant’s obligation to purchase
participating interests pursuant to Section 2.10(b) shall be absolute and
unconditional and shall not be affected by any circumstance, including
(i) any setoff, counterclaim, recoupment, defense or other right that such
L/C Participant or Monster Worldwide
may have against any Issuing Lender, Monster Worldwide or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or an Event of Default or
the failure to satisfy any of the other conditions specified in Section 7;
(iii) any adverse change in the condition (financial or otherwise) of each
Borrower; (iv) any breach of this Agreement or any other Loan Document by
any Borrower, any other Loan Party or any other L/C Participant; or
(v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing,  provided,
however, that no L/C Participant shall be required to purchase participations
pursuant to this Section 2.10 if, as a result thereof, its Revolving Extensions
of Credit will exceed its Commitment then in effect or in effect immediately
preceding its termination.


 


2.11.                        Reimbursement
Obligation of Monster Worldwide.  (a) Upon receipt from the beneficiary
of any Letter of Credit of any notice of a drawing under such Letter of Credit
(or under a Bank Guarantee), the Issuing Lender shall notify Monster Worldwide
and the Administrative Agent thereof.  In
the case of a Letter of Credit denominated in a Foreign Currency, Monster
Worldwide shall reimburse the Issuing Lender in such Foreign Currency, unless
(A) the Issuing Lender (at its option) shall have specified in such notice that
it will require reimbursement in Dollars, or (B) in the absence of any such
requirement for reimbursement in Dollars, Monster Worldwide shall have notified
the Issuing Lender promptly following receipt of the notice of drawing that
Monster Worldwide will reimburse the Issuing Lender in Dollars.  In the case of any such reimbursement in
Dollars of a drawing under a Letter of Credit (or payment made under a Bank
Guarantee) denominated in a Foreign Currency, the Issuing Lender shall notify
Monster Worldwide of the Dollar Equivalent of the amount of the drawing
promptly following the determination thereof. 
Not later than 11:00 a.m. on the date of any payment by the Issuing
Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable
Time on the date of any payment by the Issuing Lender under a Letter of Credit
to be reimbursed in a Foreign Currency (each such date, an “Honor Date”),
Monster Worldwide shall reimburse the Issuing Lender through the Administrative
Agent in an amount equal to the amount of such drawing and in the applicable currency.  If Monster Worldwide fails to so reimburse
the Issuing Lender by such time, the Issuing Lender shall notify the
Administrative Agent and the Administrative Agent shall promptly notify each
Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in
Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter
of Credit denominated in a Foreign Currency) (the “Unreimbursed Amount”),
and the amount of such Lender’s Aggregate Exposure Percentage thereof.  In such event, Monster Worldwide shall be
deemed to have requested a Committed Borrowing of a Base


 


31





















 


Rate Loan to be disbursed
on the Honor Date in an amount equal to the Unreimbursed Amount (or, at the
option of the Administrative Agent and the Swingline Lender in their sole
discretion, a borrowing pursuant to Section 2.4 of Swingline Loans), without
regard to the minimum and multiples specified in Section 2.2 for the principal
amount of Base Rate Loans, but subject to the amount of the unutilized portion
of the Total Revolving Commitments and the conditions set forth in Section
6.2.  Any notice given by the Issuing
Lender or the Administrative Agent pursuant to this Section 2.11(a) may be
given by telephone if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.


 


(b)                                 Each
Lender shall upon any notice pursuant to Section 2.11(a) make funds available
to the Administrative Agent for the account of the Issuing Lender, in Dollars,
at the Funding Office for Dollar-denominated payments in an amount equal to its
Aggregate Exposure Percentage of the Unreimbursed Amount not later than 1:00
p.m. on the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.11(c), each Lender
that so makes funds available shall be deemed to have made a Base Rate Loan to
Monster Worldwide in such amount.  The
Administrative Agent shall remit the funds so received to the Issuing Lender in
Dollars.


 


(c)                                  With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed
Borrowing of Base Rate Loans because the conditions set forth in Section 6.2
cannot be satisfied or for any other reason, Monster Worldwide shall be deemed
to have incurred from the Issuing Lender an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
Default Rate.  In such event, each Lender’s
payment to the Administrative Agent for the account of the Issuing Lender
pursuant to Section 2.11(b) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from
such Lender in satisfaction of its participation obligation under this Section
2.11.


 


(d)                                 Until
each Lender funds its Loan or L/C Advance pursuant to this Section 2.11 to
reimburse the Issuing Lender for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Aggregate Exposure Percentage of such
amount shall be solely for the account of the Issuing Lender.


 


(e)                                  Each
Lender’s obligation to make Loans or L/C Advances to reimburse the Issuing
Lender for amounts drawn under Letters of Credit, as contemplated by this
Section 2.11, shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against the Issuing Lender, Monster
Worldwide, any Subsidiary or any other Person for any reason whatsoever; (B)
the occurrence or continuance of a Default or Event of Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to
make Loans pursuant to this Section 2.11 is subject to the conditions set forth
in Section 6.2.  No such making of an L/C
Advance shall relieve or otherwise impair the obligation of Monster Worldwide
to reimburse the Issuing Lender for the amount of any payment made by the
Issuing Lender under any Letter of Credit, together with interest as provided
herein.


 


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(f)                                    If
any Lender fails to make available to the Administrative Agent for the account
of the Issuing Lender any amount required to be paid by such Lender pursuant to
the foregoing provisions of this Section 2.11 by the time specified in Section
2.11(b), the Issuing Lender shall be entitled to recover from such Lender
(acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the Issuing Lender at a rate per
annum equal to the applicable Overnight Rate from time to time in effect.  A certificate of the Issuing Lender submitted
to any Lender (through the Administrative Agent) with respect to any amounts
owing under this clause (f) shall be conclusive absent manifest error.


 


2.12.                        Obligations
Absolute.  Monster Worldwide’s obligations under
Section 2.11 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment that Monster Worldwide may have or have had against any Issuing Lender,
any beneficiary of a Letter of Credit or any other Person.  Monster Worldwide also agrees with each
Issuing Lender that such Issuing Lender shall not be responsible for, and
Monster Worldwide’s Reimbursement Obligations under Section 2.11 shall not
be affected by, among other things, the validity or genuineness of documents or
of any endorsements thereon, even though such documents shall in fact prove to
be invalid, fraudulent or forged, or any dispute between or among Monster
Worldwide and any beneficiary of any Letter of Credit or any other party to
which such Letter of Credit may be transferred or any claims whatsoever of
Monster Worldwide against any beneficiary of such Letter of Credit or any such
transferee.  No Issuing Lender shall be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit, except for errors or omissions found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Issuing Lender. Monster
Worldwide agrees that any action taken or omitted by an Issuing Lender under or
in connection with any Letter of Credit or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the
State of New York, or the rules of the International Standby Practices 1998 (“ISP”),
or the Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce (“UCP”), shall be
binding on Monster Worldwide and shall not result in any liability of such
Issuing Lender to Monster Worldwide.


 


2.13.                        Letter
of Credit Payments.  If any draft shall be presented for payment
under any Letter of Credit or any demand is made for payment under any Bank
Guarantee, the relevant Issuing Lender shall promptly notify Monster Worldwide
and the Administrative Agent of the date and amount thereof.  The responsibility of the relevant Issuing
Lender to Monster Worldwide in connection with any draft presented for payment
under any Letter of Credit Issued by such Issuing Lender shall, in addition to
any payment obligation expressly provided for in such Letter of Credit, be
limited to determining in compliance with the UCP or the ISP that the documents
(including each draft) delivered under such Letter of Credit in connection with
such presentment are substantially in conformity with the requirements of such
Letter of Credit.


 


2.14.                        Applications.  To the
extent that any provision of any Application related to any Letter of Credit is
inconsistent with the provisions of this Section 2, the provisions of this
Section 2 shall apply.


 


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2.15.                        Foreign
Currency Loans and UK Foreign Currency Loans.  (a)  Subject to the terms and conditions hereof,
each Lender, to the extent of its Available Revolving Commitment, severally
agrees to make loans (each, a “Foreign Currency Loan”) in one or more
Foreign Currencies to Monster Worldwide from time to time during the Revolving
Commitment Period, provided that, after giving effect to any such
Foreign Currency Loan and any concurrent Revolving Extensions of Credit, the
Total Revolving Extensions of Credit at such time do not exceed the Total
Revolving Commitments at such time. 
During the Revolving Commitment Period, Monster Worldwide may borrow,
prepay and reborrow Foreign Currency Loans in whole or in part, all in
accordance with the terms and conditions hereof.


 


(b)                                 Monster Worldwide shall repay all outstanding
Foreign Currency Loans on the Revolving Termination Date.


 


(c)                                  Subject to the terms and conditions hereof
including Section 11.20, each Lender severally agrees, to the extent of its
Available Revolving Commitment, to make loans (each, a “UK Foreign Currency
Loan”) in one or more Foreign Currencies to the UK Borrowers from time to
time during the Revolving Commitment Period, provided that, after giving
effect to any such UK Foreign Currency Loan and any concurrent Revolving
Extensions of Credit, the Total Revolving Extensions of Credit at such time do
not exceed the Total Revolving Commitments at such time, and provided
further, the Total Revolving Extensions of Credit to the UK Subsidiaries
outstanding at any one time shall not exceed the UK Subsidiary Sublimit.  During the Revolving Commitment Period, the
UK Borrowers may borrow, prepay and reborrow UK Foreign Currency Loans in whole
or in part, all in accordance with the terms and conditions hereof.


 


(d)                                 The UK Borrowers shall repay all outstanding UK
Foreign Currency Loans on the Revolving Termination Date.


 


2.16.                        Procedure
for Foreign Currency Loan and UK Foreign Currency Loan Borrowings.  The
Borrowers may borrow under Section 2.15 during the Revolving Commitment
Period on any Business Day, provided that, (i) in the case of Foreign
Currency Loans, Monster Worldwide shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 10:00 A.M., New York City time, four Business Days prior to the
requested Borrowing Date) specifying (a) the amount to be borrowed and the
Foreign Currency with respect thereto, (b) the requested Borrowing Date
and (c) the initial Interest Periods with respect thereto, and (ii) in the
case of UK Foreign Currency Loans, the UK Borrowers shall give the Administrative
Agent (at the office located in the United Kingdom specified in Section 11.2
herein) irrevocable notice (which notice must be received by the Administrative
Agent in its office located in the United Kingdom prior to 10:00 A.M., London
time, three Business Days prior to the requested Borrowing Date) specifying (a)
the amount to be borrowed and the Foreign Currency with respect thereto, (b)
the requested Borrowing Date and (c) the initial Interest Periods with respect
thereto.  Upon receipt of such notice, the
Administrative Agent shall promptly notify each Lender thereof and of the
amount of such Lender’s Loan to be made as part of the requested
borrowing.  Each borrowing of Foreign
Currency Loans or UK Foreign Currency Loans shall be a Eurocurrency Loan in a
minimum amount equal to the Foreign Currency Equivalent of $3,000,000 in the
relevant Foreign Currency or a whole multiple of approximately $500,000 in
excess thereof.  Each Lender shall make
each


 


34





















 


Foreign
Currency Loan or UK Foreign Currency Loan, as applicable, to be made by it
hereunder on the proposed date thereof by wire transfer of immediately
available funds, by (i) 11:00 A.M., New York City time, in the case of
Foreign Currency Loans, or (ii) 11:00 A.M. London time, in the case of UK
Foreign Currency Loans, in each case, to the account of the Administrative
Agent most recently designated by it for such purposes for Foreign Currency
Loans and UK Foreign Currency Loans by notice to the Lenders.  The Administrative Agent will make such
Foreign Currency Loans and UK Foreign Currency Loans available to Monster
Worldwide or the UK Borrowers, as applicable, by promptly crediting the amounts
so received, in like funds, to an account in accordance with instructions
provided by Monster Worldwide or the UK Borrowers, as applicable, to the
Administrative Agent.


 


2.17.                        Foreign
Currency Charges.  Monster Worldwide or the UK Borrowers, as
applicable, shall pay or reimburse each Lender and the Administrative Agent for
such normal and customary costs and expenses as are incurred or charged by such
Lender or the Administrative Agent in connection with the conversion of any
Foreign Currency into Dollars.


 


SECTION 3    AMOUNTS
AND TERMS OF COMMITMENT DECREASES AND

INCREASES


 


3.1.                              Revolving
Credit Commitment Decreases. 
Monster Worldwide may, upon not less than five (5) Business Days’ prior
written notice (such notice, a “Revolving Commitment Decrease Notice”)
to the Administrative Agent, decrease the Total Revolving Commitments in a
minimum amount equal to at least $5,000,000 or any whole multiple of $1,000,000
in excess thereof, unless, after giving effect thereto and to any
prepayments of Loans made on the effective date thereof, the total amount of
all Revolving Loans, Swingline Loans, Foreign Currency Loans, UK Foreign
Currency Loans and L/C Obligations together would exceed the amount of the
Total Revolving Commitments.  In
accordance with the terms of this Section, the Revolving Commitment Decrease
Notice must specify the amount of the proposed decrease and the date upon which
the decrease is requested to be effective. 
Once reduced in accordance with this Section, the Total Revolving
Commitments may not be increased.  Any
reduction of the Total Revolving Commitments shall be applied to each Lender
according to such Lender’s Revolving Percentage.


 


3.2.                              Revolving
Credit Commitment Increases. (a)  In the event that Monster
Worldwide wishes to increase the Total Revolving Commitment at any time
(subject to the limitations of paragraph (e) below) when no Default or Event of
Default or event which with the giving of notice or lapse of time or both would
constitute an Event of Default has occurred and is continuing, Monster
Worldwide shall notify the Administrative Agent in writing of the amount (the “Revolving
Offered Increase Amount”) of such proposed increase (such notice, a “Revolving
Commitment Increase Notice”) in a minimum amount equal to at least
$5,000,000.  Monster Worldwide may, at
its election, (i) offer the Lenders the opportunity to provide all or a
portion of any Revolving Offered Increase Amount pursuant to paragraph (c)
below (allocations will be based on the ratio of each Lender’s proposed
commitment increase, if any, to the aggregate of all proposed increased
commitments) and/or (ii) with the consent of the Administrative Agent and
any Issuing Lender of any then outstanding Letter of Credit (which consent
shall not be unreasonably withheld), offer one or more additional banks,
financial institutions or other entities the opportunity to provide all or a
portion of such Revolving Offered


 


35





















 


Increase Amount pursuant
to paragraph (b) below.  Each
Revolving Commitment Increase Notice shall specify which Lenders and/or banks,
financial institutions or other entities Monster Worldwide desires to provide
such Revolving Offered Increase Amount. 
Monster Worldwide or, if requested by Monster Worldwide, the
Administrative Agent will notify such Lenders, and/or banks, financial
institutions or other entities of such offer.


 


(b)                                 Any
additional bank, financial institution or other entity which Monster Worldwide
selects to offer participation in any increased Total Revolving Commitments and
which elects to become a party to this Agreement and provide a Revolving
Commitment in an amount so offered and accepted by it pursuant to
clause (ii) of Section 3.2(a) shall execute a New Lender Supplement
with Monster Worldwide, the Administrative Agent and any Issuing Lender of any
then outstanding Letter of Credit, substantially in the form of
Exhibit K-1, whereupon such bank, financial institution or other entity
(herein called a “New Revolving Lender”) shall become a Lender for all
purposes and to the same extent as if originally a party hereto and shall be
bound by and entitled to the benefits of this Agreement, provided that
the Revolving Commitment of any such New Revolving Lender shall be in an amount
not less than $5,000,000.


 


(c)                                  Any
Lender which accepts an offer to it by Monster Worldwide to increase its
Revolving Commitment pursuant to clause (i) of Section 3.2(a) shall, in
each case, execute a Commitment Increase Supplement with Monster Worldwide
subject to the consent of, the Syndication Agent, any Issuing Lender of any then
outstanding Letter of Credit and the Administrative Agent (which consent shall
not be unreasonably withheld), substantially in the form of Exhibit K-2,
whereupon such Lender shall be bound by and entitled to the benefits of this
Agreement with respect to the full amount of its Revolving Commitment as so
increased.


 


(d)                                 On
any Increase Effective Date pursuant to Section 3.2, (i) each bank,
financial institution or other entity that is a New Revolving Lender pursuant
to Section 3.2(b) or any Lender which has increased its Revolving
Commitment pursuant to Section 3.2(c) shall make available to the
Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other relevant
Lenders, as being required in order to cause, after giving effect to such
increase and the use of such amounts to make payments to such other relevant
Lenders, each Lender’s portion of the outstanding Revolving Loans of all the
Lenders to equal its Revolving Percentage of such outstanding Revolving Loans
and (ii) Monster Worldwide shall be deemed to have repaid and reborrowed
all outstanding Revolving Loans as of the date of any increase in the Revolving
Commitments (with such reborrowing to consist of the Types of Loans, with related
Interest Periods if applicable, specified in a notice delivered by Monster
Worldwide in accordance with the requirements of Section 2.2).  The deemed payments made pursuant to
clause (ii) of the immediately preceding sentence in respect of each Eurocurrency
Loan denominated in Dollars shall be subject to indemnification by Monster
Worldwide pursuant to the provisions of Section 4.11 if the deemed payment
occurs other than on the last day of the related Interest Periods.


 


(e)                                  Notwithstanding
anything to the contrary in this Section 3.2, (i) in no event shall
any transaction effected pursuant to this Section 3.2 cause the sum of
Total Revolving Commitments to exceed $125,000,000 (the “Maximum Commitment
Increase”), (ii) in no event shall there be more than one Increase
Effective Date in any calendar year and (iii) no Lender


 


36





















 


shall have any obligation
to increase its Revolving Credit Commitment unless it agrees to do so in its
sole discretion.


 


(f)                                    The
Administrative Agent shall have received on or prior to each Increase Effective
Date, for the benefit of the Lenders, (i) a legal opinion of counsel to
Monster Worldwide covering such matters as are customary for transactions of
this type and such other matters as may be reasonably requested by the
Administrative Agent and (ii) certified copies of resolutions of Monster
Worldwide authorizing such Revolving Offered Increase Amount.


 


SECTION 4    GENERAL
PROVISIONS APPLICABLE

TO LOANS AND LETTERS OF CREDIT


 


4.1.                              Optional
Prepayments.  (a) 
The Borrowers may at any time and from time to time prepay the Loans
(other than Foreign Currency Loans and UK Foreign Currency Loans), in whole or
in part, without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent at least three Business Days prior thereto in the case of
Eurocurrency Loans denominated in Dollars and at least one Business Day prior
thereto in the case of Base Rate Loans, which notice shall specify the date and
amount of prepayment and whether the prepayment is of Eurocurrency Loans
denominated in Dollars or Base Rate Loans; provided, that if a
Eurocurrency Loan denominated in Dollars is prepaid on any day other than the
last day of the Interest Period applicable thereto, the Borrower shall also pay
any amounts owing pursuant to Section 4.11.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with (except in the case of Revolving Loans that are Base
Rate Loans and Swingline Loans) accrued interest to such date on the amount
prepaid.  Partial prepayments of Revolving
Loans shall be in an aggregate principal amount of $1,000,000 or a whole
multiple of $100,000 in excess thereof. 
Partial prepayments of Swingline Loans shall be in an aggregate
principal amount of $100,000 or a whole multiple thereof.


 


(b)                                 The Borrowers may at any time and from time to
time prepay Foreign Currency Loans and UK Foreign Currency Loans, in whole or
in part, without premium or penalty except as specified in Section 4.11,
upon irrevocable notice (which notice must be received by the Administrative
Agent prior to 11:00 A.M., New York City time, four Business Days before
the date of prepayment) specifying the date and amount of prepayment.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to Section 4.11 and
accrued interest to such date on the amount prepaid.  Partial prepayments of Foreign Currency Loans
and UK Foreign Currency Loans shall be in a minimum principal amount equal to
the Foreign Currency Equivalent of $1,500,000 in the relevant Foreign Currency
or a multiple of the Foreign Currency Equivalent of approximately $500,000 in
the relevant Foreign Currency in excess thereof.


 


4.2.                              Mandatory
Prepayments.  (a) 
The application of any prepayment pursuant to Section 4.2 shall be
made, first, to Base Rate Loans and, second, to Eurocurrency
Loans.  Each


 


37





















 


prepayment
of the Loans under Section 4.2 shall be accompanied by accrued interest to
the date of such prepayment on the amount prepaid.


 


(b)                                 If,
on any Calculation Date, (i) the Dollar Equivalent of the aggregate outstanding principal amount of the Revolving
Extensions of Credit to the UK Borrowers exceeds an amount equal to 105% of the
UK Subsidiary Sublimit or (ii) the Total Revolving Extensions of Credit to
the Borrowers exceeds the Total Revolving Commitments, the UK Borrowers (in the
case of clause (i) of this Section 4.2(b)), or the Borrowers (in the case of
clause (ii) of this Section 4.2(b)), as applicable, shall, without notice or
demand, immediately repay such amount of the outstanding Loans in an aggregate
principal amount such that, after giving effect thereto, (x) the Total
Revolving Extensions of Credit to the UK Borrowers do not exceed the UK Subsidiary
Sublimit and (y) the Total Revolving Extensions of Credit to the Borrowers does
not exceed the Total Revolving Commitments, together with interest accrued to
the date of such payment or prepayment on the principal so prepaid if required
hereby and any amounts payable under Section 4.11 in connection therewith;
provided that in the case of clause (ii), the UK Borrowers shall not be
required to repay an amount in excess of the outstanding UK Foreign Currency
Loans.  Any prepayment of Revolving Loans
shall first be applied to prepay any outstanding Swingline Loans.  The Borrowers may in lieu of prepaying
Eurocurrency Loans, Foreign Currency Loans and/or UK Foreign Currency Loans in
order to comply with this paragraph deposit amounts in Dollars (in the case of
Eurocurrency Loans) or the relevant Foreign Currency, in a Cash Collateral
Account in accordance with the next succeeding sentence equal to the aggregate
principal amount of Eurocurrency Loans, Foreign Currency Loans and/or UK
Foreign Currency Loans required to be prepaid. 
To the extent that after giving effect to any prepayment of Loans
required by this paragraph and any deposits made pursuant to the next sentence
by the US Borrowers, the Total Revolving Extensions of Credit at such time
exceeds the Total Revolving Commitments, the UK Borrowers, shall, without
notice or demand, immediately deposit in a Cash Collateral Account upon terms
reasonably satisfactory to the Administrative Agent an amount equal to the
amount by which Total Revolving Extensions of Credit exceed the amount equal to
the Total Revolving Commitment, provided that the UK Borrowers shall not
be required to deposit an amount in excess of the outstanding UK Foreign
Currency Loans. To the extent that after giving effect to any prepayment of
Loans required by this paragraph and any deposits made pursuant to the
preceding sentence by the UK Borrowers, the Total Revolving Extensions of
Credit at such time exceeds the Total Revolving Commitments, the US Borrowers,
shall, without notice or demand, immediately deposit in a Cash Collateral
Account upon terms reasonably satisfactory to the Administrative Agent, an
amount equal to the amount by which Total Revolving Extensions of Credit
exceeds the amount equal to the Total Revolving Commitment.  The Administrative Agent shall apply any cash
deposited in the Cash Collateral Account (to the extent thereof) to pay any
Reimbursement Obligations which are or become due thereafter and/or to repay
Foreign Currency Loans, UK Foreign Currency Loans and Eurocurrency Loans at the
end of the Interest Periods therefor, provided that, (x) the
Administrative Agent shall release to the Borrowers from time to time such
portion of the amount on deposit in the Cash Collateral Account to the extent
such amount is not required to be so deposited in order for the Borrowers to be
in compliance with this paragraph, (y) the Administrative Agent may so
apply such cash at any time after the occurrence and during the continuation of
an Event of Default and (z) the Administrative Agent shall not use any amounts
deposited by the UK Borrowers to repay any amounts owed by the US
Borrowers.  “Cash Collateral Account”
means an account specifically established by the Borrowers with the


 


38





















 


Administrative
Agent for purposes of this Section 4.2 and hereby pledged to the
Administrative Agent and over which the Administrative Agent shall have
exclusive dominion and control, including the right of withdrawal for
application in accordance with this Section 4.2.


 


4.3.                              Conversion
and Continuation Options.  (a) 
The US Borrowers may elect from time to time to convert Eurocurrency
Loans denominated in Dollars to Base Rate Loans by giving the Administrative
Agent at least two Business Days’ prior irrevocable notice of such election, provided
that any such conversion of Eurocurrency Loans denominated in Dollars may only
be made on the last day of an Interest Period with respect thereto.  The US Borrowers may elect from time to time
to convert Base Rate Loans to Eurocurrency Loans denominated in Dollars by
giving the Administrative Agent at least three Business Days’ prior irrevocable
notice of such election (which notice shall specify the length of the initial
Interest Period therefor), provided that no Base Rate Loan may be
converted into a Eurocurrency Loan denominated in Dollars when any Event of
Default has occurred and is continuing and the Administrative Agent or the
Required Lenders in respect of such Facility have determined in its or their
sole discretion not to permit such conversions. 
Upon receipt of any such notice the Administrative Agent shall promptly
notify each relevant Lender thereof.


 


(b)                                 Any
Eurocurrency Loan may be continued as such upon the expiration of the then
current Interest Period with respect
thereto by the Borrower giving irrevocable notice to the Administrative Agent,
in accordance with the applicable provisions of the term “Interest Period” set
forth in Section 1.1, of the length of the next Interest Period to be
applicable to such Loans, provided that no Eurocurrency Loan may be
continued as such when any Event of Default has occurred and is continuing and
the Administrative Agent has or the Required Lenders have determined in its or
their sole discretion not to permit such continuations, and provided, further,
that if the Borrowers shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted pursuant to the
preceding proviso such Eurocurrency Loans denominated in Dollars shall be
automatically converted to Base Rate Loans on the last day of such then
expiring Interest Period and, if the Borrowers shall fail to give such notice
of continuation of a Foreign Currency Loan, such Foreign Currency Loan shall be
automatically continued for an Interest Period of one month.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.


 


4.4.                              Limitations
on Eurocurrency Tranches.  Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions and continuations of Eurocurrency
Loans hereunder and all selections of Interest Periods hereunder shall be in
such amounts and be made pursuant to such elections so that, (a) after
giving effect thereto, the aggregate principal amount of the Eurocurrency Loans
comprising each Eurocurrency Tranche shall be equal to $3,000,000 or a whole
multiple of approximately $500,000 in excess thereof  [for Dollar denominated Loans] and (b) no
more than ten Eurocurrency Tranches shall be outstanding at any one time.


 


4.5.                              Interest
Rates and Payment Dates.  (a) 
Each Eurocurrency Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to the
Eurocurrency Rate determined for such day plus the Applicable Margin plus
(in the case of a Eurocurrency Loan of any Lender which is lent from a Lending
Office in the United Kingdom or a Participating Member State) the Mandatory
Cost.


 


39





















 


(b)                                 Each
Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.


 


(c)                                  (i) If
all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to (x) in the case of the Loans, the
rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section plus 2% or (y) in the case of
Reimbursement Obligations, the rate applicable to Base Rate Loans under the Revolving Facility plus
2%, and (ii) if all or a portion of any interest payable on any Loan or
Reimbursement Obligation or any commitment fee or other amount payable hereunder
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal
to (A) the rate then applicable to Base Rate Loans under the relevant Facility plus 2%, including any
Mandatory Costs (or, in the case of any such other amounts that do not relate
to a particular Facility, the rate then applicable to Base Rate Loans under the Revolving Facility plus
2%, including any Mandatory Costs), in the case of amounts that are owing in
Dollars, or (B)(I) the Eurocurrency Rate in respect of the relevant
Foreign Currency plus (II) 2% (including any Mandatory Costs), in
the case of amounts owing that are denominated in Foreign Currencies, in each
case, with respect to clauses (i) and (ii) above, from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).


 


(d)                                 Interest
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to
paragraph (c) of this Section shall be payable from time to time on
demand.


 


4.6.                              Computation
of Interest and Fees.  (a) 
Interest and fees payable pursuant hereto shall be calculated on the
basis of a 360-day year for the actual days elapsed, except that, with respect to
(i) Base Rate Loans the rate of
interest on which is calculated on the basis of the Prime Rate and
(ii) Foreign Currency Loans and UK Foreign Currency Loans denominated in
British Pounds Sterling, the interest thereon shall be calculated on the basis
of a 365- (or 366-, as the case may be) day year for the actual days
elapsed.  The Administrative Agent shall
as soon as practicable notify the Borrowers and the relevant Lenders of each
determination of a Eurocurrency Rate. 
Any change in the interest rate on a Loan resulting from a change in the
Base Rate shall become effective as
of the opening of business on the day on which such change becomes
effective.  The Administrative Agent
shall as soon as practicable notify the Borrowers and the relevant Lenders of
the effective date and the amount of each such change in interest rate.


 


(b)                                 Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrowers and the Lenders in the absence of
manifest error.  The Administrative Agent
shall, at the request of the Borrowers, deliver to the Borrowers a statement
showing the quotations used by the Administrative Agent in determining any interest
rate pursuant to Section 4.5(a).


 


4.7.                              Inability
to Determine Interest Rate.  If prior to the first day of any Interest
Period:


 


40





















 


(a)                                  the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the Borrowers absent
manifest error) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurocurrency
Rate for such Interest Period, or


 


(b)                                 the Administrative Agent shall have received
notice from the Required Lenders that the Eurocurrency Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (as conclusively certified by such Lenders) of making or
maintaining their affected Loans during such Interest Period, or


 


(c)                                  a
Lender shall have determined (which determination shall be conclusive and
binding upon the Borrowers, absent manifest
error) that, by reason of circumstances affecting the relevant market, adequate
and reasonable means do not exist for ascertaining the Eurocurrency Rate for
such Interest Period in respect of any Foreign Currency (any such Foreign
Currency is referred to as an “Affected Foreign Currency”),


 


the Administrative Agent (or the relevant Lender in the case of
clause (c) above) shall give telecopy or telephonic notice thereof to the
Borrowers and the relevant Lenders (and, in the case of any notice by a Lender,
the Administrative Agent) as soon as practicable thereafter.  If such notice is given (x) pursuant to
clause (a) or (b) of this Section 4.7 in respect of Eurocurrency
Loans denominated in Dollars, then (i) any Eurocurrency Loans denominated
in Dollars requested to be made on the first day of such Interest Period shall
be made as Base Rate Loans,
(ii) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurocurrency Loans
denominated in Dollars shall be continued as Base Rate Loans and (iii) any outstanding
Eurocurrency Loans denominated in Dollars shall be converted, on the last day
of the then-current Interest Period, to Base Rate Loans and (y) in respect of any Foreign Currency Loans, then
(i) any Foreign Currency Loans in an Affected Foreign Currency requested
to be made on the first day of such Interest Period shall not be made and
(ii) any outstanding Foreign Currency Loans in an Affected Foreign
Currency shall be due and payable on the first day of such Interest
Period.  Until such notice has been
withdrawn by the Administrative Agent (or the relevant Lender in the case of
clause (c) above), no further Eurocurrency Loans denominated in Dollars
under the relevant Facility or Foreign Currency Loans in an Affected Foreign
Currency shall be made or continued as such, nor shall the Borrowers have the
right to convert Loans under the relevant Facility to Eurocurrency Loans.


 


4.8.                              Pro
Rata Treatment and Payments.  (a)  Each borrowing by the Borrowers from the
Lenders hereunder, each payment by the Borrowers on account of any commitment
fee and any reduction of the Commitments of the Lenders, any reduction of the
UK Subsidiary Sublimit and any reduction of the L/C Commitment shall be made
pro rata according to the Revolving Percentages of the relevant Lenders.


 


(b)                                 Each
payment (including each prepayment) by the Borrowers on account of principal of
and interest on the Revolving Loans shall
be made pro  rata according to the respective outstanding
principal amounts of the Revolving Loans then held by the Revolving
Lenders.  Each payment in respect of
Reimbursement Obligations in respect of any Letter of Credit shall be made to
the Issuing Lender that Issued such Letters of Credit.  Each payment (including each prepayment) by
the Borrowers on account of principal of and interest on the


 


41





















 


Foreign
Currency Loans and UK Foreign Currency Loans shall be made pro  rata
according to the respective outstanding principal amounts of the Foreign
Currency Loans and UK Foreign Currency Loans then held by the Lenders.


 


(c)                                  All payments (including prepayments) to be made
by the Borrowers hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and, subject to Section
4.10, free and clear of, and without any deduction or withholding for, any
taxes or other payments and shall be made prior to 1 PM, New York City time, on
the due date thereof to the Administrative Agent, for the account of the
Lenders, at the Funding Office, in Dollars and in immediately available
funds.  The Administrative Agent shall
distribute such payments to the Lenders or the Lenders, as applicable, promptly
upon receipt in like funds as received. 
If any payment hereunder (other than payments on the Eurocurrency Loans)
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day.  If any payment on a Eurocurrency Loan becomes
due and payable on a day other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business
Day.  In the case of any extension of any
payment of principal pursuant to the preceding two sentences, interest thereon
shall be payable at the then applicable rate during such extension.


 


(d)                                 Unless the Administrative Agent shall have been
notified in writing by any Lender prior to a borrowing that such Lender will
not make the amount that would constitute its share of such borrowing available
to the Administrative Agent, the Administrative Agent may assume that such
Lender is making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrowers a
corresponding amount.  If such amount is
not made available to the Administrative Agent by the required time on the
Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on
demand, such amount with interest thereon at a rate per annum reasonably
determined by the Administrative Agent to be the cost to it of funding such
amount for the period until such Lender makes such amount immediately available
to the Administrative Agent.  A
certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this paragraph shall be conclusive in the absence of
manifest error.  If such Lender’s share
of Revolving Loans is not made available to the Administrative Agent by such
Lender within three Business Days of such Borrowing Date, the Administrative
Agent shall also be entitled to recover such amount with interest thereon at
the rate per annum applicable to Base Rate Loans, on demand, from the relevant Borrowers. With respect to Foreign
Currency Loans and UK Foreign Currency Loans, if such Lender’s share of such
borrowing is not made available to the Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at a rate
per annum reasonably determined by the Administrative Agent to be the cost to
it of funding such amount, on demand, from the relevant Borrowers with respect
to such Foreign Currency Loans and UK Foreign Currency Loans.


 


(e)                                  Unless
the Administrative Agent shall have been notified in writing by the Borrowers
prior to the date of any payment due to be
made by the Borrowers hereunder that the Borrowers will not make such payment
to the Administrative Agent, the Administrative Agent


 


42





















 


may
assume that the Borrowers are making such payment, and the Administrative Agent
may, but shall not be required to, in reliance upon such assumption, make
available to the Lenders or the Lenders their respective pro  rata
shares of a corresponding amount.  If
such payment is not made to the Administrative Agent by the Borrowers within
three Business Days after such due date, the Administrative Agent shall be
entitled to recover, on demand, from each Lender to which any amount which was
made available pursuant to the preceding sentence, such amount with interest
thereon at the rate per annum equal to (i) in the case of amounts
denominated in Dollars, the daily average Federal Funds Effective Rate, and
(ii) in the case of amounts not denominated in Dollars, the amount reasonably
determined by the Administrative Agent to be the cost to it of funding such
amount.  Nothing herein shall be deemed
to limit the rights of the Administrative Agent, or any Lender against the
Borrowers; provided, that no UK Borrower shall be liable for any
Obligations of Monster Worldwide.


 


4.9.                              Requirements
of Law. 
(a)  If the adoption of or any change
in any law or in the official interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof or in the case of an Assignee or Participant,
subsequent to the date of assignment or participation:


 


(i)                                     shall impose, modify or hold applicable any
reserve, special deposit, compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of, advances,
loans or other extensions of credit by, or any other acquisition of funds by,
any office of such Lender (except for the requirements of the Bank of England
and the Financial Services Authority or the European Central Bank reflected in
the Mandatory Cost) that is not otherwise included in the determination of the
Eurocurrency Rate hereunder; or


 


(ii)                                  results
in the Mandatory Cost, as calculated hereunder, not to represent the cost to
any Lender of complying with the requirements of the Bank of England and/or the
Financial Services Authority or the European Central Bank in relation to its
making, funding or maintaining Eurocurrency Rate Loans;


 


(iii)                               shall impose on such Lender any other condition;
or


 


(iv)                              shall
subject any Lender to any tax of any kind whatsoever with respect to this
Agreement or any other Loan Document or change the basis of taxation of
payments to such Lender (except for any change in the rate of taxation);


 


and the result of any of the foregoing is to increase the cost to such
Lender, by an amount that such Lender deems to be material, of making,
converting into, continuing or maintaining Eurocurrency Loans or issuing or
participating in Letters of Credit or participating in Foreign Currency Loans
or UK Foreign Currency Loans, or to reduce any amount receivable hereunder in
respect thereof, then, in any such case, Monster Worldwide shall promptly pay such Lender, upon its demand,
any additional amounts necessary to compensate such Lender for such increased
cost or reduced amount receivable.  If
any Lender becomes entitled to claim any additional amounts pursuant to this
paragraph, it shall promptly notify the Borrowers (with a copy to the
Administrative Agent) of the event by reason of which it has become so
entitled.


 


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(b)                                 If
any Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital
adequacy or in the interpretation or application thereof or compliance by such
Lender or any corporation controlling such Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof shall have the effect
of reducing the rate of return on such Lender’s or such corporation’s capital
as a consequence of its obligations hereunder or under or in respect of any
Letter of Credit to a level below that which such Lender or such corporation
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such corporation’s policies with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, after submission by such Lender to Monster Worldwide (with a copy to the Administrative Agent) of a
written request therefor, Monster Worldwide shall pay to such Lender such additional amount or amounts as will
compensate such Lender or such corporation for such reduction; provided
that Monster Worldwide shall not be
required to compensate a Lender pursuant to this paragraph for any amounts
incurred more than six months prior to the date that such Lender notifies Monster
Worldwide of such Lender’s intention to
claim compensation therefor; and provided, further, that, if the
circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive
effect.


 


(c)                                  If any Governmental Authority of the jurisdiction
of any Foreign Currency (or any other jurisdiction in which the funding
operations of any Lender shall be conducted with respect to such Foreign
Currency) shall have in effect any reserve, liquid asset or similar requirement
with respect to any category of deposits or liabilities customarily used to
fund loans in such Foreign Currency, or by reference to which interest rates
applicable to loans in such Foreign Currency are determined, and the result of
such requirement shall be to increase the cost to such Lender of making or
maintaining any Foreign Currency Loan or UK Foreign Currency Loan in such
Foreign Currency, and such Lender shall deliver to the relevant Borrowers a
notice requesting compensation under this paragraph, then the relevant
Borrowers will pay to such Lender on each Interest Payment Date with respect to
each affected Foreign Currency Loan or UK Foreign Currency Loan, in an amount
that will compensate such Lender for such additional cost.


 


(d)                                 A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender to Monster Worldwide (with a copy to the Administrative Agent)
setting forth the basis of calculation of such additional amounts shall be
conclusive in the absence of manifest error. 
The obligations of the Borrowers pursuant to this Section shall survive
the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.


 


(e)                                  Notwithstanding any other provision of this
Agreement, if, (i) (A) the adoption of any law, rule or regulation after the
date of this Agreement, (B) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (C) compliance by any Lender with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement, shall
make it unlawful for any such Lender to make or maintain any Foreign Currency
Loan or UK Foreign Currency Loan or to give effect to its obligations as
contemplated hereby with respect to any Foreign Currency Loan or UK Foreign


 


44





















 


Currency
Loan, or (ii) there shall have occurred any change in national or international
financial, political or economic conditions (including the imposition of or any
change in exchange controls, but excluding conditions otherwise covered by this
Section 4.9) which would make it impracticable for any Lenders to make or
maintain Foreign Currency Loans or UK Foreign Currency Loans denominated in the
relevant currency after the date hereof to, or for the account of, the
Borrowers, then:


 


(i)                                     by written notice to the Borrowers and to the
Administrative Agent, such Lender or Lenders may declare that Foreign Currency
Loans and/or UK Foreign Currency Loans (in the affected currency or currencies)
will not thereafter (for the duration of such unlawfulness) be made by such
Lender or Lenders hereunder (or be continued for additional Interest Periods),
whereupon any request for a Foreign Currency Loan or UK Foreign Currency Loan
(in the affected currency or currencies) or to continue a Foreign Currency Loan
or UK Foreign Currency Loan (in the affected currency or currencies), as the
case may be, for an additional Interest Period) shall, as to such Lender or
Lenders only, be of no force and effect, unless such declaration shall be
subsequently withdrawn; and


 


(ii)                                  all outstanding Foreign Currency Loans and UK
Foreign Currency Loans (in the affected currency or currencies), made by such
Lender or Lenders shall be repaid on the last day of the then current Interest
Period with respect thereto or, if earlier, the date on which the applicable
notice becomes effective.


 


(f)                                    For purposes of Section 4.9(e), a notice to
the Borrowers by any Lender shall be effective as to each Foreign Currency Loan
and UK Foreign Currency Loan made by such Lender, if lawful, on the last day of
the Interest Period currently applicable to such Foreign Currency Loan or UK
Foreign Currency Loan; in all other cases such notice shall be effective on the
date of receipt thereof by the Borrowers.


 


4.10.                        Taxes.  (a)  All payments made by the Borrowers under this
Agreement shall be made in accordance with Section 4.8 free and clear of, and
without deduction or withholding for or on account of, any present or future
income or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding net income taxes and franchise taxes
(imposed in lieu of net income taxes) imposed on any Agent or any Lender by a
Government Authority under the laws of which such Agent or Lender is organized
or in which its principal office is located, or in the case of a Lender, in
which its applicable lending office is located. 
If any such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are
required to be withheld from any amounts payable to any Agent or any Lender
hereunder or payable by any Agent or any Lender, the amounts so payable to such
Agent or such Lender shall be increased to the extent necessary to yield to
such Agent or such Lender (after payment of all Non-Excluded Taxes and Other
Taxes and all other taxes, including net income taxes, imposed on any payment
received pursuant to this Section 4.10(a) plus any interest and penalties)
interest or any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement, provided, however, that the
Borrowers shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to
such Lender’s failure for any reason to provide the Borrowers with properly
completed and executed forms


 


45





















 


demonstrating
such Lender’s qualification for total exemption or reduction from U.S.
withholding tax as set forth in paragraph (d) or (e) of this Section
(including a change in circumstances of a Lender that renders such Lender
unable to so qualify) or (ii) that are United States withholding taxes
imposed on amounts payable to such Lender at the time such Lender becomes a
party to this Agreement or designates a new lending office, except, with
respect to (i) or (ii) above, (x) to the extent that such Lender’s assignor (if
any) or the Lender at the time of the designation of a new lending office was
entitled, at the time of assignment or designation, to receive additional
amounts from the Borrowers with respect to such Non-Excluded Taxes pursuant to
this paragraph or (y) such failure to comply with the provisions of Section
4.10(d) or (e) is as a result of a change in applicable law, treaty regulation
or official interpretation thereof after the date hereof (or, in the case of an
Assignee, after the date of assignment or transfer).


 


(b)                                 In addition, the Borrowers shall pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(c)                                  Whenever any Non-Excluded Taxes or Other Taxes
are payable by the Borrowers, as promptly as possible thereafter the Borrowers
shall send to the Administrative Agent for its own account or for the account
of the relevant Agent or Lender, as the case may be, a certified copy of an
original official receipt received by the Borrowers showing payment
thereof.  If the Borrowers fail to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate Governmental
Authority (whether or not such amounts are correctly or legally imposed or
asserted by the Governmental Authority) or fail to remit to the Administrative
Agent the required receipts or other required documentary evidence, the
Borrowers shall indemnify the Agents and the Lenders for any incremental taxes,
interest, penalties or expenses that may become payable or are incurred by any
Agent or any Lender as a result of any such failure.


 


(d)                                 Each
Lender (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S.
Lender”) shall deliver to the Borrowers and the Administrative Agent (or,
in the case of a Participant, to the Lender from which the related
participation shall have been purchased) two copies of either U.S. Internal
Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S.
Lender claiming exemption or a reduced rate of from U.S. federal withholding
tax under Section 871(h) or 881(c) of the Code with respect to payments of
“portfolio interest”, a statement substantially in the form of Exhibit F and a
Form W-8BEN, or any subsequent versions thereof or successors thereto, properly
completed and duly executed by such Non-U.S. Lender claiming complete exemption
or reduction from U.S. federal withholding tax on all payments by the Borrowers
under this Agreement and the other Loan Documents.  Such forms shall be delivered by each
Non-U.S. Lender on or before the date it becomes a party to this Agreement (or,
in the case of any Participant, on or before the date such Participant purchases
the related participation).  In addition,
each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender.  Each Non-U.S. Lender shall promptly notify
the Borrowers at any time it determines that it is no longer in a position to
provide any previously delivered certificate to the Borrowers (or any other
form of certification adopted by the U.S. taxing authorities for such
purpose).  Notwithstanding any other
provision of this paragraph, a Non-U.S. Lender shall not be required to deliver
any form pursuant to this paragraph that such Non-U.S. Lender is not legally
able to deliver.


 


46





















 


(e)                                  A
Lender (or Transferee)  that is entitled
to an exemption from or reduction of non-U.S.
withholding tax under the law of the jurisdictions in which each Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to each Borrower (with a copy to
the Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by such Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding, provided that such Lender is legally entitled
to complete, execute and deliver such documentation and in such Lender’s
judgment such completion, execution or submission would not materially
prejudice the legal position of such Lender.


 


(f)                                    The agreements in this Section 4.10 shall survive
the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.


 


(g)                                 If any Lender or the Administrative Agent
determines, in its discretion that it has received a refund attributable to any
Non-Excluded Taxes or Other Taxes paid by the Borrowers or for which the Lender
or the Administrative Agent has received payment from the Borrowers hereunder,
such Lender or the Administrative Agent, within 30 days of such receipt, shall
deliver to the Borrowers the amount of such refund , net of out-of-pocket
expenses of the Administrative Agent or Lender, and only to the extent of any
payments previously made by Borrower to the Lender or Administrative Agent with
respect to the Non-Excluded Taxes or other taxes refunded (plus any interest
paid by the relevant Governmental Authority with respect to such refund);
provided however, that each Borrower agrees to repay the amount paid over to
the Borrowers (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to such Lender or the Administrative Agent in
the event that such Lender or the Administrative Agent is required to repay
such refund to such Governmental Authority. 
In addition, upon a written request by the Borrowers, any Lender and the
Administrative Agent shall timely execute and deliver to the Borrowers such
certificates, forms or other documents which can be reasonably furnished
consistent with the facts to assist the Borrowers in applying for refunds of
Non-Excluded Taxes or Other Taxes remitted hereunder, unless to do so will
unduly prejudice or cause undue hardship to such Lender or the Administrative
Agent (as determined in the reasonable discretion of such Lender or the
Administrative Agent).  This paragraph
shall not be construed to require any Lender or the Administrative Agent to
make available its tax returns (or any other information relating to its Taxes
that it deems confidential) to the Borrowers or any other Person.


 


(h)                                 Any Lender claiming any additional amounts
payable pursuant to this Section 4.10 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate or document
reasonably requested by the Borrowers or to change the jurisdiction of its
applicable lending office if the making of such a filing or change would avoid
the need for or reduce the amount of any such additional amounts which may
thereafter accrue and would not, in the sole determination of such Lender, be
otherwise disadvantageous to such Lender.


 


(i)                                     The UK Borrowers are not required to make an
increased payment to any Lender or Agent under Section 4.8(c) or this Section
4.10 in respect of tax imposed by the United Kingdom and required to be withheld
from a payment of interest on any loan made under this Agreement if on the date
on which the payment falls due (i) the payment could have been


 


47





















 


made
to the relevant Lender without any withholding if it was a Qualifying Lender
(as defined below), but on that date that Lender is not or has ceased to be a
Qualifying Lender other than as a result of any changes after the date it
became a Lender under this Agreement in any law or Treaty (as defined below) or
any published practice or concession of the UK Inland Revenue, or (ii) (A) the
relevant Lender is a UK Non-Bank Lender (as defined below), or would have been
a UK Non-Bank Lender were it not for any change after the date it became a
Lender under this Agreement in any law or Treaty, or any published practice or
concession of the UK Inland Revenue, and (B) the Board of the Inland
Revenue has given (and not revoked or varied in a material particular) a
direction under section 349C of the Taxes Act (as that provision has effect on
the date on which the relevant Lender became a party to this Agreement) which
relates to that payment and that the UK Borrower has notified that UK Non-Bank
Lender of the precise terms of that notice, or (iii) the relevant Lender is a
Treaty Lender and the UK Borrower making the payment is able to demonstrate
that the payment could have been made to the Lender without the Tax Deduction
had that Lender complied with its obligations under paragraph 4.10 (e) above.


 


For purposes of the preceding paragraph,


 


“Qualifying Lender” means a Lender which is beneficially entitled
to the relevant interest payable to that Lender in respect of a loan under this
Agreement and is:


 


(i)                                     a
Lender:


 


(A)                              which
is a bank (as defined for the purpose of section 349 of the Taxes Act) making a
loan under this Agreement; or


 


(B)                                in
respect of an advance made under this Agreement by a person that was a bank (as
defined for the purpose of section 349 of the Taxes Act) at the time that the
loan was made,


 


and which is within the charge to United Kingdom
corporation tax as respects any payments of interest made in respect of that
loan.


 


(ii)                                  a
Lender which is:


 


(A)                              a
company resident in the United Kingdom for United Kingdom tax purposes;


 


(B)                                a
partnership each member of which is a company resident in the United Kingdom
for United Kingdom tax purposes; or


 


(C)                                a
company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a branch or agency and which brings into account
interest payable in respect of that advance in computing its chargeable profits
(within the meaning given by section 11(2) of the Taxes Act); or


 


(iii)                               a
Treaty Lender.


 


48





















 


“Taxes Act” means the
Income and Corporation Taxes Act 1988.


 


“Tax Confirmation” means a confirmation by a
Lender that the person beneficially entitled to interest payable to that Lender
in respect of a Loan under this Agreement is either:


 


(i)  a company
resident in the United Kingdom, or a partnership each member of which is a
company resident in the United Kingdom, for United Kingdom tax purposes; or


 


(ii) a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a branch or agency and
that interest payable in respect of that advance falls to be brought into
account in computing the chargeable profits of that company for the purposes of
section 11(2) of the Taxes Act.


 


“Treaty Lender” means a Lender which:


 


(i)  is treated
as a resident of a Treaty State for the purposes of the Treaty; and


 


(ii) does not carry on a business in the United
Kingdom through a permanent establishment with which that Lender’s
participation in the Loan is effectively connected.


 


“Treaty State” means a jurisdiction having a
double taxation agreement (a “Treaty”) with the United Kingdom which
makes provision for full exemption from tax imposed by the United Kingdom on
interest.


 


“UK Non-Bank Lender” means:


 


(i)  where a
Lender becomes a party to this Agreement on the day on which this Agreement is
entered into, a Lender which is an original party to this Agreement and who has
provided the Tax Confirmation to the UK Borrowers at the time of execution of
this Agreement; and


 


(ii) where a Lender becomes a party to this Agreement
after the day on which this Agreement is entered into, a Lender which gives Tax
Confirmation in the Assignment and Assumption which it executes on becoming a
party to this Agreement,


 


and, in respect of such Lender, such confirmation
remains true on the date on which the relevant payment falls due.


 


4.11.                        Indemnity.  Monster
Worldwide agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense that such Lender may
sustain or incur as a consequence of (a) default by any Borrower in making
a borrowing of, conversion into or continuation of Eurocurrency Loans after
such Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by any Borrowers in making any
prepayment of or conversion from Eurocurrency Loans after such Borrower has
given a notice thereof in accordance with the provisions of this Agreement or
(c) the making of a prepayment of Eurocurrency Loans or the conversion of
Eurocurrency Loans, in each case, on a day that is not the last day of an
Interest Period with respect thereto. 
Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest that would have accrued on the


 


49





















 


amount
so prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to
the last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) that would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
banks in the interbank Eurocurrency market. 
A certificate as to any amounts payable pursuant to this Section
submitted to Monster Worldwide by
any Lender shall be conclusive in the absence of manifest error.  This covenant shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable
hereunder.


 


4.12.                        Change
of Lending Office.  Each Lender agrees that, upon the occurrence
of any event giving rise to the operation of Section 4.9, 4.10(a) or
4.10(b) with respect to such Lender, it will, if requested by the Borrowers,
use reasonable efforts (subject to overall policy considerations of such
Lender) to designate another lending office for any Loans affected by such
event with the object of avoiding the consequences of such event; provided,
that such designation is made on terms that, in the sole judgment of such
Lender, cause such Lender and its lending office(s) to suffer no economic,
legal or regulatory disadvantage, and provided, further, that
nothing in this Section shall affect or postpone any of the obligations of the
Borrowers or the rights of any Lender pursuant to Section 4.9, 4.10(a) or
4.10(b).


 


4.13.                        Replacement
of Lenders.  The Borrowers shall be permitted to replace
any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 4.9, 4.10(a) or 4.10(b) or (b) defaults in its obligation to
make Loans hereunder, with a replacement financial institution; provided
that (i) such replacement does not conflict with any Requirement of Law,
(ii) no Event of Default shall have occurred and be continuing at the time
of such replacement, (iii) prior to any such replacement, such Lender
shall have taken no action under Section 4.12 so as to eliminate the
continued need for payment of amounts owing pursuant to Section 4.9,
4.10(a) or 4.10(b), (iv) the replacement financial institution shall purchase,
at par, all Loans and other amounts owing to such replaced Lender on or prior
to the date of replacement, (v) Monster Worldwide shall be liable to such replaced Lender under
Section 4.11 if any Eurocurrency Loan owing to such replaced Lender shall
be purchased other than on the last day of the Interest Period relating thereto
and shall pay such amounts on demand, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make
such replacement in accordance with the provisions of Section 11.6,
(viii) until such time as such replacement shall be consummated, the
applicable Borrower(s) shall pay all additional amounts (if any) required
pursuant to Section 4.9, 4.10(a) or 4.10(b), or otherwise under this
Agreement, as the case may be, and (ix) any such replacement shall not be
deemed to be a waiver of any rights that the Borrowers, the Administrative
Agent or any other Lender shall have against the replaced Lender.


 


4.14.                        Evidence
of Debt.  (a) 
Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of each Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.


 


50





















 


(b)                                 The Administrative Agent, on behalf of the
Borrowers, shall maintain the Register pursuant to Section 11.6(b), and a
subaccount therein for each Lender, in which shall be recorded (i) the
amount of each Loan made hereunder and any Note evidencing such Loan, the Type
of such Loan and each Interest Period applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from
each Borrower to each Lender hereunder and (iii) both the amount of any
sum received by the Administrative Agent hereunder from each Borrower and each
Lender’s share thereof.


 


(c)                                  The
entries made in the Register and the accounts of each Lender maintained
pursuant to Section 4.14(a) shall, to
the extent permitted by applicable law, be prima  facie evidence
of the existence and amounts of the obligations of each Borrower therein
recorded; provided, however, that the failure of any Lender or
the Administrative Agent to maintain the Register or any such account, or any
error therein, shall not in any manner affect the obligation of the Borrowers
to repay (with applicable interest) the Loans made to the Borrowers by such
Lender in accordance with the terms of this Agreement.


 


(d)                                 Each Borrower agrees that, upon the request to
the Administrative Agent by any Lender, each Borrower will execute and deliver
to such Lender a promissory note of each Borrower evidencing any Revolving
Credit Loans, UK Foreign Currency Loans, Swingline Loans, as the case may be,
of such Lender, substantially in the forms of Exhibit G-1, G-2 or G-3,
respectively, with appropriate insertions as to date and principal amount.


 


4.15.                        Illegality. 
Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application
thereof shall make it unlawful for any Lender to make or maintain Eurocurrency
Loans as contemplated by this Agreement, (a) the commitment of such Lender
hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such and
convert Base Rate Loans to
Eurocurrency Loans shall forthwith be canceled and (b) such Lender’s Loans
then outstanding as Eurocurrency Loans, if any, shall be converted
automatically to Base Rate Loans on
the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law.  If any such conversion of a Eurocurrency Loan
occurs on a day which is not the last day of the then current Interest Period
with respect thereto, the applicable Borrower(s) shall pay to such Lender such
amounts, if any, as may be required pursuant to Section 4.11.


 


4.16.                        Foreign
Currency Exchange Rate.  (a)  No
later than 1:00 P.M., New York City time, on each Calculation Date with
respect to a Foreign Currency, the Administrative Agent shall determine the
Exchange Rate as of such Calculation Date with respect to such Foreign
Currency, provided that, upon receipt of a borrowing request pursuant to
Section 2.16 or a request for a Letter of Credit denominated in a Foreign
Currency pursuant to Section 2.8, the Administrative Agent shall determine the
Exchange Rate with respect to the relevant Foreign Currency in accordance with
the foregoing (it being acknowledged and agreed that the Administrative Agent
shall use such Exchange Rate for the purposes of determining compliance with
Section 2.15 with respect to such borrowing request or Application).  The Exchange Rates so determined shall become
effective on the first Business Day immediately following the relevant
Calculation Date (a “Reset Date”), shall remain effective until the next
succeeding Reset Date and shall for all purposes of this Agreement (other than
Sections 2.5, 4.7, 4.16, 11.18 or any


 


51





















 


other
provision expressly requiring the use of a current Exchange Rate) be the
Exchange Rates employed in converting any amounts between Dollars and Foreign
Currencies.


 


(b)                                 No later than 5:00 P.M., New York City time,
on each Reset Date and each Borrowing Date with respect to Foreign Currency
Loans, the Administrative Agent shall determine the aggregate amount of the Dollar
Equivalents of the principal amounts of the Foreign Currency Loans then
outstanding (after giving effect to any Foreign Currency Loans to be made or
repaid on such date and the aggregate amount of the L/C Obligations then
outstanding).


 


(c)                                  The Administrative Agent shall promptly notify
each Borrower of each determination of an Exchange Rate hereunder.


 


SECTION 5    REPRESENTATIONS
AND WARRANTIES


 


To induce the Agents and the Lenders to enter into this
Agreement and to make the Loans and Issue or participate in the Letters of
Credit, each Borrower hereby represents and warrants to each Agent and each
Lender that:


 


5.1.                              Formation
and Qualification.  Each Loan Party
is a corporation duly organized and validly existing under the laws of its
jurisdiction of organization and, to the extent applicable, duly qualified and
in good standing in every other state or jurisdiction in which the nature of
such Loan Party’s business requires such qualification except where the failure
to so qualify could not reasonably be expected to have a Material Adverse
Effect;


 


5.2.                              Corporate
Power and Authority.  Each Loan Party
is duly authorized and empowered to enter into, execute, deliver and perform
this Agreement and each of the other Loan Documents to which it is a
party.  The execution, delivery and
performance of this Agreement and each of the other Loan Documents have 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).


 


5.3.                              Legally
Enforceable Agreement.  This
Agreement is, and each of the other Loan Documents when delivered under this
Agreement will be, 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,


 


52





















 


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.


 


5.4.                              Executive
Offices.  Each Loan Party keeps and
will continue to keep all of its books and records concerning the Collateral at
its offices located at the addresses set forth in Schedule 5.4 and will not
move such books and records to any location other than as set forth in Schedule
5.4 without giving the Administrative Agent at least thirty (30) days prior
written notice.


 


5.5.                              ERISA.  Except as would not result in material
liability to a Borrower, (i) no Borrower or a Commonly Controlled Entity
has received any written notice that it is not in full compliance with any of
the requirements of ERISA, and the regulations and published interpretations
thereunder, (ii) no Borrower or a Commonly Controlled Entity has engaged
in any “prohibited transactions” (as defined in Section 406 of ERISA and
Section 4975 of the Code) involving any plan (subject to ERISA or Section 4975
of the Code) sponsored by a Borrower or a Commonly Controlled Entity;
(iii) each Borrower and Commonly Controlled Entity has met all applicable
minimum funding requirements under Section 302 of ERISA in respect of its
Plans; (iv) no Borrower or a Commonly Controlled Entity has knowledge of
any event or occurrence which would cause the PBGC to institute proceedings
under Title IV of ERISA to terminate any Plan(s); (v) no Borrower or
Commonly Controlled Entity has any fiduciary responsibility under ERISA for
investments with respect to any “employee benefit plan” (as defined in Section
3(3) of ERISA), other than any employee benefit plan maintained, established or
contributed to by Borrower or such Borrower’s Subsidiaries or Commonly
Controlled Entity; and (v) no Borrower or Commonly Controlled Entity has
withdrawn, completely or partially, from any Multi-Employer Pension Plan so as
to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.


 


5.6.                              Compliance
with Laws.  Each Loan Party, has duly
complied in all material respects with, and its Properties, business operations
and leaseholds are in compliance in all material respects with, the provisions
of all federal, state and local laws, rules and regulations applicable to such
Loan Party, its Properties or the conduct of its business and there have been
no citations, notices or orders of noncompliance issued to any Loan Party under
any such law, rule or regulation.  Each
Loan Party has established and maintains a monitoring system that it believes
to be adequate to insure that it remains in compliance in all material respects
with all federal, state and local laws, rules and regulations applicable to
it.  No Inventory has been produced in
violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended.


 


5.7.                              Solvency.  Each Loan Party is Solvent.


 


5.8.                              Investment
Company Act; Other Regulations.  No
Loan Party is an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as
amended.  No Loan Party is subject to
regulation under any Requirement of Law (other than Regulation X of the Board)
that limits its ability to incur Indebtedness.


 


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5.9.                              No
Litigation.  Except as
described in Schedule 5.9, no litigation,
proceeding or, to the knowledge of the Borrowers, investigation of or before
any arbitrator or Governmental Authority is pending or, to the knowledge of the
Borrowers, threatened by or against any Borrower or Loan Party or against any
of their respective properties or revenues (a) with respect to any of the
Loan Documents or any of the transactions contemplated hereby or thereby, or
(b) that could reasonably be expected to have a Material Adverse Effect.


 


5.10.                        Federal
Regulations.  Neither the Borrowers nor any of their
Subsidiaries are generally engaged in the business of purchasing or selling any
“margin stock” or extending credit for the purpose of purchasing or carrying “margin
stock”, within the respective meanings of each of the quoted terms under
Regulation U, as now and from time to time hereafter in effect or for any
purpose that violates the provisions of the Regulations of the Board.  If requested by any Lender or the Administrative
Agent, the Borrowers will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR
Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.


 


5.11.                        Labor.  Except as, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect, each
Borrower is not aware of  (a) any
strikes or other labor disputes against any Borrower pending or, to the
knowledge of any Borrower, threatened; (b) any violation of the Fair Labor
Standards Act or any other applicable Requirement of Law with respect to hours
worked by and payment made to employees by each Borrower; and (c) any
non-payments that are due or non-accrual as a liability on the books of the
relevant Borrower on account of employee health and welfare insurance.


 


5.12.                        Subsidiaries.  Except
as disclosed to the Administrative Agent by the Borrowers in writing from time
to time after the Restatement Closing Date, (a) Schedule 5.12(a) sets
forth the name and jurisdiction of incorporation of each Subsidiary and, as to
each such Subsidiary, the percentage of each class of Capital Stock owned by
any Loan Party and (b) there are no outstanding subscriptions, options,
warrants, calls, rights or other agreements or commitments (other than stock
options granted to employees, directors or other persons and directors’
qualifying shares) of any nature relating to any Capital Stock of the Borrowers
(other than Monster Worldwide) or
any Subsidiary, except as created by the Loan Documents or, as of the
Restatement Closing Date, except as disclosed on Schedule 5.12(b).


 


5.13.                        Material
Contracts.  (a)  As
of the Restatement Closing Date, (i) each Material Contract is in full force
and effect and is a legal, valid and binding obligation of each party thereto
enforceable in accordance with its 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, and
(ii) no Borrower is in default of any material provision of any Material
Contract.


 


(b)                                 To the knowledge of the Borrowers, (i) there has
been no default, breach or other violation of any Material Contract and (ii) no
Governmental Authority has any basis for terminating any Material Contract
other than customary termination provisions relating to


 


54





















 


convenience
and other similar provisions, except, in each case, as could not reasonably be
expected to have a Material Adverse Effect.


 


(c)                                  To the knowledge of the Borrowers, no
Governmental Authority has delivered notice of or otherwise demonstrated its
intention to exercise its option to terminate a Material Contract on the basis
of clause (b)(ii) above between itself and any of the Borrowers, except for any
such termination that could not reasonably be expected to have a Material
Adverse Effect.


 


5.14.                        Financial
Statements.  The audited consolidated
financial statements of Monster Worldwide for the year ended December 31, 2003
delivered to the Lenders fairly present in all material respects Monster
Worldwide’s consolidated financial condition on a basis consistent with that of
previous financial statements and there has been no change in Monster Worldwide’s
consolidated financial condition as reflected in such statements since the date
thereof which could reasonably be expected to have a Material Adverse Effect
and such statements do not fail to disclose any fact or facts which could
reasonably be expected to have a Material Adverse Effect.


 


5.15.                        Patents,
Trademarks, Copyrights and Licenses. 
(x) Each Borrower and its Subsidiaries possesses all of the licenses,
patents, copyrights, trademarks, tradenames and permits necessary to conduct
its business other than those the failure of which to have could not reasonably
be expected to have a Material Adverse Effect, (y) there has been no
assertion or claim of violation or infringement with respect thereof and
(z) all such licenses, patents, copyrights, trademarks, tradenames and
permits are listed in the Security Documents;


 


5.16.                        Accountants.  Monster Worldwide has (i) advised its
independent auditors that the Administrative Agent and the Lenders will be
relying on all financial and other information prepared by such accountants and
(ii) authorized its accountants to confer directly from time to time with
the Administrative Agent.


 


5.17.                        No
Defaults.  No event has
occurred and no condition exists which would, upon or after the execution and
delivery of this Agreement and the Loan Documents or any Loan Party’s
performance hereunder or thereunder, constitute a Default or an Event of
Default.  No Borrower nor any of its
Subsidiaries is in default, and no event has occurred and no condition exists
which constitutes, or which with the passage of time or the giving of notice or
both would constitute, a default in the payment of any Indebtedness to any
Person for Money Borrowed.


 


5.18.                        Taxes.  Monster Worldwide’s federal tax
identification number is 13-3906555. Each Borrower and each of its Subsidiaries
has filed all foreign, federal, state and local tax returns and other reports
it is required by law to file and has paid, or made provision for the payment
of, all taxes, assessments, fees, levies, impost, duties and other governmental
charges upon it, its income and Properties as and when such taxes, assessments,
fees, levies, impost, duties and charges are due and payable, unless and to the
extent any thereof are being actively contested in good faith and by
appropriate proceedings and each Borrower maintains reserves in accordance with
GAAP on its books therefor and except where the failure to file or pay could
not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.  The provision for taxes on the
books of each Borrower and its Subsidiaries are adequate to fully satisfy taxes
for all years not closed by applicable statutes, and for its current fiscal
year.   There is no


 


55





















 


proposed tax assessment
against any Borrower or its Subsidiaries that would have a Material Adverse
Effect.  Other than (i) solely among any
Borrower and/or its Subsidiaries or (ii) as set forth on Schedule 5.18, no
Borrower or any of its Subsidiaries is a party to a tax sharing agreement.


 


5.19.                        No
Change.  Since December 31, 2003, there has been no
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.


 


5.20.                        Environmental
Compliance. Each of Monster Worldwide and its Subsidiaries is in compliance
in all material respects with all Environmental Laws applicable to it, except
as to the extent that such non-compliance as in the aggregate could not
reasonably be expected to have a Material Adverse Effect.  Neither Monster Worldwide nor any Subsidiary
has received any notice or has any knowledge of claims alleging potential
liability or responsibility for violation of any Environmental Law on their or
any of its subsidiaries’ respective businesses, operations and properties, and
as a result thereof Monster Worldwide has reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


5.21.                        Accuracy
of Information, etc.  No statement or information contained in this
Agreement, any other Loan Document, or any other document, certificate or
statement furnished by or on behalf of any Loan Party to the Administrative
Agent or the Lenders, or any of them, for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents, in
each case when taken together with all such other information previously
furnished, contained as of the date such statement, information, document or
certificate was so furnished, any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements contained
herein or therein not misleading.  The
projections contained in the materials referenced above are based upon good
faith estimates and assumptions believed by management of each Borrower to be
reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as
fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein
by a material amount.  There is no fact,
other than facts of a general economic or political nature not specific to any
Borrower, known to any Loan Party that could reasonably be expected to have a
Material Adverse Effect that has not been expressly disclosed herein, in the
other Loan Documents, or in any other documents, certificates and statements
furnished to the Administrative Agent and the Lenders for use in connection
with the transactions contemplated hereby and by the other Loan Documents.


 


5.22.                        Representations as to UK Borrowers.  Each of
Monster Worldwide and each UK Borrower represents and warrants to the
Administrative Agent and the Lenders that in respect of:


 


(a)                                  This
Agreement and the other Loan Documents to which it is a party (collectively as
to such UK Borrower, the “Applicable UK Borrower Documents”), and the
execution, delivery and performance by such UK Borrower of the Applicable UK
Borrower Documents constitute and will constitute valid, legal, binding and
enforceable obligations of such UK Borrower. 
Neither such UK Borrower nor any of its property has any immunity from
jurisdiction of any court or from any legal process (whether through service or
notice, attachment


 


56





















 


prior to judgment, attachment
in aid of execution, execution or otherwise) under the laws of the jurisdiction
in which such UK Borrower is organized and existing in respect of its
obligations under the Applicable UK Borrower Documents.


 


(b)                                 Save
for registration (where appropriate) at Companies House in accordance with Part
XII of the Companies Act of 1985 within the statutory time period, it is not
necessary to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable UK Borrower Documents that the
Applicable UK Borrower Documents be filed, registered or recorded with, or
executed or notarized before, any court or other authority in the jurisdiction
in which such UK Borrower is organized and existing or that any registration
charge or stamp or similar tax be paid on or in respect of the Applicable UK
Borrower Documents or any other document, except for (i) any such filing,
registration, recording, execution or notarization as has been made or is not
required to be made until the Applicable UK Borrower Document or any other
document is sought to be enforced and (ii) any charge or tax as has been timely
paid.


 


(c)                                  There
is no tax, levy, impost, duty, fee, assessment or other governmental charge, or
any deduction or withholding, imposed by any Governmental Authority in or of
the jurisdiction in which such UK Borrower is organized and existing either (i)
on or by virtue of the execution or delivery of the Applicable UK Borrower
Documents or (ii) on any payment to be made by such UK Borrower pursuant to the
Applicable UK Borrower Documents, except as has been disclosed to the
Administrative Agent and each Lender.


 


SECTION 6    CONDITIONS
PRECEDENT AND ADDITION OF BORROWERS


 


6.1.                              Conditions
to Initial Extension of Credit.  The agreement of each Lender to make the
initial extension of credit requested to be made by it is subject to the
satisfaction, prior to or concurrently with the making of such extension of
credit on the Restatement Closing Date, of the following conditions precedent:


 


(a)                                  Credit
Agreement; Guarantee and Collateral Agreement, Share Charges and Debentures.  The Administrative Agent shall have received
(i) this Agreement executed and
delivered by each Lender and each Borrower, (ii) the Guarantee and
Collateral Agreement, executed and delivered by Monster Worldwide and each Subsidiary Guarantor and any other
Security Documents, (iii) an Acknowledgment and Consent in the form
attached to each Guarantee and Collateral Agreement, executed and delivered by
each Subsidiary that is not a Loan Party and some of whose shares of capital
stock are pledged by a Grantor (as defined in the Guarantee and Collateral
Agreement) under the Guarantee and Collateral Agreement, (iv) each of the Share
Charges executed and delivered by MWHL and BHL, respectively, and (v) each of
the Debentures executed and delivered by TMPWL and BSEL;


 


(b)                                 Financial
Statements.  The Lenders shall have
received (i) audited consolidated financial statements of Monster
Worldwide and its consolidated Subsidiaries
for the 2002 and 2003 fiscal years and (ii) unaudited interim consolidated
financial statements of Monster Worldwide and its consolidated Subsidiaries for each quarterly period ended
subsequent to the date of the latest applicable financial statements delivered
pursuant to clause (i) of this paragraph as to which such financial
statements are available, and such financial statements shall


 


57





















 


not,
in the reasonable judgment of the Lenders, reflect any material adverse change
in the consolidated financial condition of each Borrower and its consolidated
Subsidiaries, as reflected in the financial statements or projections contained
in the Confidential Information Memorandum (such receipt and judgment to be
evidenced by such Lender’s execution of this Agreement);


 


(c)                                  Approvals.  All governmental and third party approvals
(including landlords’ and other consents) necessary in connection with the borrowing of the Loans hereunder and the
transactions contemplated hereby shall have been obtained and be in full force
and effect, and all applicable waiting periods shall have expired without any
action being taken or threatened by any competent authority that would
restrain, prevent or otherwise impose material adverse conditions on the
financing contemplated hereby;


 


(d)                                 Lien
Searches.  The Administrative Agent
shall have received the results of a recent
lien search in each of the jurisdictions where assets of the Loan Parties are
located, and such search shall reveal no liens on any of the assets of the Loan
Parties except for liens permitted by Section 8.3 or discharged on or
prior to the Restatement Closing Date pursuant to documentation satisfactory to
the Administrative Agent;


 


(e)                                  Fees.  The Lenders and the Agents shall have received
all fees required to be paid in respect of
this Agreement, and all expenses for which invoices have been presented
(including the reasonable fees and expenses of legal counsel) in respect of
this Agreement, on or before the Restatement Closing Date including, without
limitation, payment of the Upfront Fee to the Administrative Agent on behalf of
the Lenders.  All such amounts will be
paid with proceeds of Loans made on the Restatement Closing Date and will be
reflected in the funding instructions given by the Borrowers to the
Administrative Agent on or before the Restatement Closing Date;


 


(f)                                    Closing
Certificates.  The Administrative
Agent shall have received (i) a certificate of each Loan Party other than the UK Borrowers, dated the Restatement Closing
Date, substantially in the form of Exhibit C, with appropriate insertions
and attachments, (ii) a certificate of each Borrower, dated the Restatement
Closing Date, certifying that the representations and warranties set forth in
Section 5 are true and correct on and as of the Restatement Closing Date, (iii)
a certificate of each UK Borrower with the following documents attached
thereto: (A) memorandum and articles of association, (B) resolutions
authorizing the execution and delivery of the Loan Documents, (C) incumbency
and representative signatures, and (D) certificate of the share capital of such
UK Borrower, and (iv) evidence that written special resolutions executed by the
shareholders of each UK Borrower amending their respective articles of association
to permit free transferability and registration of their respective Capital
Stock have been filed at the UK Companies Registry;


 


(g)                                 Legal
Opinions.  The Administrative Agent
shall have received the following executed legal opinions:


 


(i)                                     the legal opinion of Fulbright & Jaworski,
L.L.P., counsel to the Borrowers and their Subsidiaries, substantially in the
form of Exhibit E-1;


 


58





















 


(ii)                                  the legal opinion of local counsel in the United
Kingdom for TMPWL and BSEL or such other special and local counsel as may be
required by the Administrative Agent, substantially in the form of Exhibit E-2;


 


Each such legal opinion shall cover such
other matters incident to the transactions contemplated by this Agreement as the
Administrative Agent or the Required Lenders may reasonably require;


 


(h)                                 Pledged
Stock; Stock Powers; Pledged Notes. 
The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged
pursuant to the Guarantee and Collateral Agreement, together with an undated
stock power for each such certificate executed in blank by a duly authorized
officer of the pledgor thereof, (ii) the executed certificates representing the
shares of Capital Stock pledged pursuant to the Share Charges by each UK
Borrower (including a certified copy of members of the relevant UK Subsidiary
evidencing the transfer of such Capital Stock pledged to the Administrative
Agent), together with an undated stock power for each such certificate executed
in blank by a duly authorized officer of the pledgor thereof  (to the extent applicable), and (iii) each
promissory note (if any) pledged to the Administrative Agent pursuant to the
Guarantee and Collateral Agreements endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank) by the pledgor thereof
..  All actions with respect to Pledged
Stock of Foreign Subsidiaries to be taken as of the Restatement Closing Date as
specified in the Security Documents shall have been taken;


 


(i)                                     Filings,
Registrations and Recordings. 
Subject to Section 8.12, each document (including any Uniform Commercial Code financing statement) required
by the Security Documents or under law or reasonably requested by the
Administrative Agent to be filed, registered or recorded in order to create in
favor of the Administrative Agent, for the benefit of the Lenders, a perfected
Lien on the Collateral described therein, prior and superior in right to any
other Person (other than with respect to Liens expressly permitted by
Section 8.3), shall be in proper form for filing, registration or
recordation; and


 


(j)                                     Insurance.  The Administrative Agent shall have received
insurance certificates satisfying the requirements of Section 7.5 hereof. 


 


6.2.                              Conditions
to Each Extension of Credit.  The agreement of each Lender to make any
extension of credit requested to be made by it on any date (including its
initial extension of credit) is subject to the satisfaction of the following
conditions precedent:


 


(a)                                  Representations
and Warranties.  Each of the
representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true
and correct in all material respects on and as of such date as if made on and
as of such date; and


 


(b)                                 No
Default.  No Default or Event of
Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to
be made on such date.


 


Each borrowing by and Issuance
of a Letter of Credit on behalf of the Borrowers hereunder shall constitute a
representation and warranty by each Borrower as of the date of such extension
of credit that the conditions contained in this Section 6.2 have been
satisfied.


 


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6.3.                              Addition of Borrowers.  Subject to the terms and
conditions hereof, from time to time, one or more Domestic Subsidiaries which
is a Wholly Owned Subsidiary may become a Borrower under this Agreement upon
(i) delivery of a completed Borrower Supplement to the Administrative Agent,
(ii) satisfaction of the conditions precedent specified in the Borrower
Supplement, (iii) compliance with the requirements specified in Section 7.9(b)
herein to the extent such Subsidiary had not so complied prior to such time,
and (iv) delivery to the Administrative Agent of legal opinions in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.


 


SECTION 7    AFFIRMATIVE
COVENANTS


 


Each Borrower hereby agrees that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding or any
Loan or other amount is owing to any Lender or Agent hereunder, each Borrower
shall and shall cause each of its Subsidiaries to:


 


7.1.                              Financial
Statements.  Furnish to the Administrative Agent for distribution
to each Lender:


 


(a)                                  as soon as available, but in any event within
105 days after the end of each fiscal year of Monster Worldwide, a copy of the audited consolidated balance
sheet of Monster Worldwide and its
consolidated Subsidiaries as at the end of such year and the related audited
consolidated statements of income and of cash flows for such year, setting
forth in each case in comparative form the figures for the previous year,
reported on without a “going concern” or like qualification or exception, or
qualification arising out of the scope of the audit, by BDO Seidman LLP or
other independent certified public accountants of nationally recognized
standing; and


 


(b)                                 as soon as available, but in any event not later
than 50 days after the end of each of the first three quarterly periods of
each fiscal year of Monster Worldwide,
the unaudited consolidated balance sheet of Monster Worldwide and its consolidated Subsidiaries as at the end
of such quarter and the related unaudited consolidated statements of income and
of cash flows for such quarter and the portion of the fiscal year through the
end of such quarter, setting forth in each case in comparative form the figures
for the previous year, certified by a Responsible Officer as being fairly stated
in all material respects (subject to normal year-end audit adjustments).


 


All such financial statements
shall be complete and correct in all material respects and shall be prepared in
reasonable detail and in accordance with GAAP (except that the unaudited
financial statements need not include footnotes).


 


7.2.                              Certificates;
Other Information.  Furnish to the Administrative Agent for
distribution to each Lender (or, in the case of clause (g), to the
relevant Lender):


 


(a)                                  concurrently with the delivery of the financial
statements referred to in Section 7.1(a), a certificate of the independent
certified public accountants reporting on such financial statements stating
that in making the examination necessary therefor no knowledge was obtained of
any Default or Event of Default, except as specified in such certificate;


 


60





















 


(b)                                 concurrently with the delivery of any financial
statements pursuant to Section 7.1, (i) a certificate of a
Responsible Officer of Monster Worldwide stating that, to the best of such
Responsible Officer’s knowledge after reasonable due inquiry, each Loan Party
during such period has observed or performed all of its covenants and other
agreements, and satisfied every condition, contained in this Agreement and the
other Loan Documents to which it is a party to be observed, performed or
satisfied by it, and that such Responsible Officer has obtained no knowledge of
any Default or Event of Default except as specified in such certificate and (ii) a
Compliance Certificate containing all information and calculations necessary
for determining compliance by Monster Worldwide with the provisions of this Agreement referred to therein as of the last
day of the fiscal quarter or fiscal year of Monster Worldwide, as the case may be, and, if applicable, for
determining the Applicable Margins and Commitment Fee Rate, and (iii) to
the extent not previously disclosed to the Administrative Agent, a listing of
any material Intellectual Property acquired by any Borrower since the date of
the most recent list delivered pursuant to this clause (iii) (or, in the
case of the first such list so delivered, since the Restatement Closing Date);


 


(c)                                  concurrently with the delivery of the financial
statements referred to in Section 7.1(a), a summary report of Monster Worldwide’s
consolidated accounts receivable in substantially the form attached as Exhibit
L;


 


(d)                                 as
soon as available, and in any event no later than 30 days after the end of each fiscal year of Monster
Worldwide, detailed consolidated
projections for the following fiscal year (including a projected consolidated
balance sheet of Monster Worldwide
and its Consolidated Subsidiaries as of the end of the following fiscal year,
the related consolidated statements of projected cash flow, projected changes
in financial position and projected income and a description of the underlying
assumptions applicable thereto) (collectively, the “Projections”), which
Projections shall in each case be accompanied by a certificate of a Responsible
Officer stating that such Projections are based on reasonable estimates,
information and assumptions and that such Responsible Officer has no reason to
believe that such Projections are incorrect in any material respect in light of
the circumstances under which such estimates and assumptions were made;


 


(e)                                  if at any time Monster Worldwide is not required to file periodic reports with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act, within
105 days after the end of each fiscal year of Monster Worldwide and within 50 days after the end of each
other fiscal quarter of Monster Worldwide, a narrative discussion and analysis of the financial condition and
results of operations of Monster Worldwide and its Consolidated Subsidiaries for such fiscal quarter and for the
period from the beginning of the then current fiscal year to the end of such
fiscal quarter, as compared to the comparable periods of the previous year;


 


(f)                                    within five days after the same are sent, copies
of all financial statements and reports that Monster Worldwide sends to the holders of any class of its debt
securities or public equity securities and, within five days after the same are
filed, copies of all financial statements and reports Monster Worldwide may make to, or file with, the SEC; such
delivery permitted to be by electronic mail or other form of electronic
notification to the Lenders including posting, filing or otherwise making
available via electronic link, of any such reports, statements or documents;
and


 


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(g)                                 promptly, such additional financial and other
information as any Lender through the Administrative Agent may from time to
time reasonably request.


 


7.3.                              Payment
of Obligations.  Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the relevant Borrower or its relevant Subsidiary, as the case may
be.


 


7.4.                              Maintenance
of Existence; Compliance.  (a) 
(i)  Preserve, renew and keep in full force and effect its
corporate existence, except to the extent permitted by Section 8.4, and
(ii) take all reasonable action to maintain all rights, privileges and
franchises necessary in the normal conduct of its business, except, in each
case, as otherwise permitted by Section 8.4 and except, in the case of
clause (ii) above, to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (b) comply
with all Contractual Obligations and Requirements of Law except to the extent
that failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


7.5.                              Maintenance
of Property; Insurance.  (a) 
Keep all Property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted and
(b) maintain with financially sound and reputable insurance companies
insurance on all its property in at least such amounts and against at least
such risks (but including in any event public liability, product liability and
business interruption) as is, in its reasonable judgement, adequate to insure
against the risks to which it and its employees, business properties and other
assets could reasonably expected to be exposed to in the operation of its business
as currently conducted.


 


7.6.                              Inspection
of Property; Books and Records; Discussions.  (a)  Keep proper books of records and account in
which full, true and correct entries in conformity with GAAP and all material
Requirements of Law shall be made of all dealings and transactions in relation
to its business and activities, and (b) permit representatives of the
Administrative Agent or any Lender, to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any
reasonable time during regular business hours upon reasonable notice and as
often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Borrowers and their
Subsidiaries with responsible officers of the Borrowers and with their
independent certified public accountants coordinated through the Administrative
Agent.


 


7.7.                              Notices.  Promptly
give notice to the Administrative Agent and each Lender of:


 


(a)                                  the occurrence of any Default or Event of Default
of which any Borrower has knowledge or notice;


 


(b)                                 any (i) default or event of default under
any Contractual Obligation of any Borrower of which any Borrower has knowledge
or notice or (ii) litigation, investigation or


 


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proceeding
that may exist at any time between any Borrower and any Governmental Authority
of which any Borrower has knowledge or notice, which in either case, if not
cured or if adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect;


 


(c)                                  any litigation or proceeding affecting any
Borrower of which any Borrower has knowledge or notice (i) in which the
amount involved is $5,000,000 or more and not covered by insurance,
(ii) in which injunctive or similar relief is sought, which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect or
(iii) which relates to any Loan Document;


 


(d)                                 the following events, as soon as possible and in
any event within 30 days after any Borrower knows or has reason to know
thereof:  (i) the occurrence of any
Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of,
any Multiemployer Plan if such event could reasonably be expected to have a
Material Adverse Effect or (ii) the institution of proceedings or the
taking of any other action by the PBGC or any Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal
from, or the termination, Reorganization or Insolvency of, any Plan if such
event could reasonably be expected to have a Material Adverse Effect; and


 


(e)                                  any development or event of which any Borrower
has knowledge or notice that has had or could reasonably be expected to have a
Material Adverse Effect.


 


Each notice pursuant to this
Section 7.7 shall be accompanied by a statement of a Responsible Officer setting
forth details of the occurrence referred to therein and stating what action the
Borrowers or the relevant Subsidiary proposes to take with respect thereto.


 


7.8.                              Environmental
Laws. 
(a)  Comply in all material
respects with, and use reasonable efforts to ensure compliance in all material
respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and comply in all material respects with and
maintain, and use reasonable efforts to ensure that all tenants and subtenants
obtain and comply in all material respects with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.


 


(b)                                 Conduct
and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions
required under applicable Environmental Laws and promptly comply in all
material respects with all orders and directives of all Governmental
Authorities regarding Environmental Laws, provided, however, that
the Borrowers shall not be deemed in violation of this clause (b) if it
promptly challenges any such order or directive of any Governmental Authorities
in a manner consistent with Environmental Laws and pursues such challenge or
challenges diligently and the pendency of such challenges, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


(c)                                  Generate, use, treat, store, release, dispose of,
and otherwise manage Materials of Environmental Concern in a manner that would
not reasonably be expected to result in a material liability to, or to
materially affect any real property owned or operated by, any Borrower; and
take reasonable efforts to prevent any other person from generating, using,


 


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treating,
storing, releasing, disposing of, or otherwise managing hazardous materials in
a manner that could reasonably be expected to result in a material liability
to, or materially affect any real property owned or operated by, any Borrower.


 


7.9.                              Additional
Collateral, etc.  (a)  With
respect to any property acquired after the Restatement Closing Date by any
Borrower (other than (x) any property described in paragraph (b),
(c), or (d), below, (y) any property subject to a Lien expressly permitted
by Section 8.3(l) or 8.3(o)) and (z) property acquired by any Foreign
Subsidiary) as to which the Administrative Agent, for the benefit of the
Lenders, does not have a perfected Lien, promptly (i) execute and deliver
to the Administrative Agent such amendments to the Guarantee and Collateral
Agreement or such other documents as the Administrative Agent reasonably deems
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Lenders, a security interest in such property and (ii) take all
actions necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest in such
property, including the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be requested by the Administrative Agent (except
in the case of the UK Borrowers, where no such financing statements will be
required to filed).


 


(b)                                 With respect to any new Subsidiary (other than a
Foreign Subsidiary (or a Domestic Subsidiary that is owned directly or
indirectly by a Foreign Subsidiary) or a non-Wholly Owned Subsidiary) created
or acquired after the Restatement Closing Date by Monster Worldwide (which, for the purposes of this
paragraph (b), shall include any existing Subsidiary that ceases to be a
Foreign Subsidiary or any non-Wholly Owned Subsidiary that provides a guarantee
of any Indebtedness of Monster Worldwide or any of the Borrowers (other than the Loans) after the Restatement
Closing Date), promptly (i) 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 such new Subsidiary that is owned by Monster
Worldwide, (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly
authorized officer of Monster Worldwide, (iii) cause such new Subsidiary (A) to become a party to the
Guarantee and Collateral Agreement, (B) to take such actions necessary or
advisable to grant to the Administrative Agent for the benefit of the Lenders a
perfected first priority security interest in the Collateral described in the
Guarantee and Collateral Agreement with respect to such new Subsidiary,
including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or
by law or as may be requested by the Administrative Agent and (C) to
deliver to the Administrative Agent a certificate of such Subsidiary,
substantially in the form of Exhibit C, with appropriate insertions and
attachments, and (iv) if requested by the Administrative Agent, 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.


 


(c)                                  With respect to any Domestic Subsidiary created
or acquired after the Restatement Closing Date by Monster Worldwide or by a Domestic Subsidiary that does not become
a Subsidiary Guarantor pursuant to Section 7.9(b), promptly (i) execute and
deliver to


 


64





















 


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 such new Subsidiary that is
owned by Monster Worldwide, (ii)
deliver to the Administrative Agent the certificates representing such Capital
Stock, together with undated stock powers, in blank, executed and delivered by
a duly authorized officer of Monster Worldwide and take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Administrative Agent’s security
interest therein, and (iii) if requested by the Administrative Agent,
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.


 


(d)                                 With
respect to any Foreign Subsidiary created or acquired after the Restatement
Closing Date which is 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
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.


 


7.10.                        Use of Proceeds.  The Borrowers shall use the proceeds of the
Loans, and the Letters of Credit for working capital, Capital Expenditures and
other general corporate purposes, Permitted Acquisitions, and Stock Repurchases
and any Indebtedness incurred in


 


65





















 


compliance
with the Agreement, in each case, not in contravention of any Requirement of
Law or of any Loan Document.


 


7.11.                        Further
Assurances.  From time to time execute and deliver, or
cause to be executed and delivered, such additional instruments, certificates
or documents, and take all such actions, as the Administrative Agent may
reasonably request for the purposes of implementing or effectuating the
provisions of this Agreement and the other Loan Documents, or of more fully
perfecting or renewing the rights and priorities of the Administrative Agent
and the Lenders with respect to the Collateral (or with respect to any
additions thereto or replacements or proceeds thereof or with respect to any
other property or assets hereafter acquired by the Borrowers or any of their
Subsidiaries which may be deemed to be part of the Collateral) pursuant hereto
or thereto.  Upon the exercise by the
Administrative Agent or any Lender of any power, right, privilege or remedy
pursuant to this Agreement or the other Loan Documents which requires any
consent, approval, recording qualification or authorization of any Governmental
Authority, the Borrowers will execute and deliver, or will cause the execution
and delivery of, all applications, certifications, instruments and other
documents and papers that the Administrative Agent or such Lenders may be
required to obtain from the Borrowers or any of their Subsidiaries for such
governmental consent, approval, recording, qualification or authorization.


 


7.12.                        Pledge
of Foreign Subsidiary Stock. To the
extent not otherwise satisfied prior to Restatement Closing Date, with respect
to any Foreign Subsidiaries directly owned by Monster Worldwide or any
Subsidiary Guarantor that is not a New Foreign Subsidiary (an “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 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.


 


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7.13.                        Post-Closing
Matters.  No later than 7 Business Days after
the Restatement Closing Date, the Borrowers shall deliver to the Administrative
Agent’s reasonable satisfaction such executed and completed certificates and documents
specified in Schedule 7.13 hereto (the “Schedule of Post-Closing Matters”).


 


SECTION 8    NEGATIVE
COVENANTS


 


Each Borrower hereby agrees that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding or any
Loan or other amount is owing to any Lender or Agent hereunder, the Borrowers
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly:


 


8.1.                              Financial
Condition Covenants.


 


(a)                                  Ratio
of Consolidated Total Funded Debt to Consolidated EBITDA. Permit the ratio
of Consolidated Total Funded Debt to Consolidated EBITDA for the twelve month
period ending on the last day of the most recent fiscal quarter of Monster
Worldwide to exceed 2.00 to 1.00 at any time; provided that, the
historic EBITDA for the period of calculation for any Person acquired by the Borrowers or any of their Subsidiaries that
constitutes a Permitted Acquisition shall be included in the definition of
Consolidated EBITDA for purposes of this Section 8.1(a).


 


(b)                                 Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio at the
end of any fiscal quarter of Monster Worldwide, commencing with the fiscal
quarter ending on December 31, 2004, to be less than 3.00 to 1.00 for the
twelve-month period ending on the last day of such fiscal quarter.


 


(c)                                  Net Worth.  Permit, at any time, Net Worth
to be less than $525,000,000 plus 50% of the Consolidated Net Income (if
positive) of Monster Worldwide after the Restatement Closing Date.


 


(d)                                 Capital Expenditures.  Permit
the Capital Expenditures of Monster Worldwide to exceed (i) $60,000,000 in the aggregate for the fiscal years ending
December 31, 2004 and December 31, 2005, and (ii) $75,000,000 in the aggregate
for each fiscal year thereafter.


 


8.2.                              Indebtedness.  Create,
issue, incur, assume, become liable in respect of or suffer to exist any
Indebtedness, except:


 


(a)                                  Indebtedness of any Loan Party pursuant to any
Loan Document;


 


(b)                                 Indebtedness (i) of the Borrowers to any
Subsidiary, (ii) of any Subsidiary Guarantor to the Borrowers or any other
Subsidiary, (iii) of any Non-Guarantor Subsidiary to any other
Non-Guarantor Subsidiary and (iv) subject to Section 8.8(k), of any
Non-Guarantor Subsidiary to the Borrowers or any Subsidiary Guarantor;


 


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(c)                                  Guarantee Obligations incurred in the ordinary
course of business by the Borrowers or any of their Subsidiaries of obligations
of the Borrowers, any Subsidiary Guarantor and, subject to Section 8.8(k),
of any Non-Guarantor Subsidiary;


 


(d)                                 Indebtedness outstanding on the date hereof and
listed on Schedule 8.2(d) and any refinancings, refundings, renewals or
extensions thereof (without increasing, or shortening the maturity of, the
principal amount thereof);


 


(e)                                  Indebtedness (including, without limitation,
Capital Lease Obligations) secured by Liens permitted by Section 8.3(l) in
an aggregate principal amount not to exceed $25,000,000 at
any one time outstanding;


 


(f)                                    Hedge Agreements permitted by Section 8.7;


 


(g)                                 Indebtedness owing by Monster Worldwide under that certain 15,000,000 Australian dollar
guarantee in favor of AMP Life Limited, the landlord for property in Sydney,
Australia leased by certain of Monster Worldwide’s Subsidiaries and certain Subsidiaries of Hudson Highland Group, Inc. (“HHG”)
(collectively, the “AMP-Hudson Obligations”);


 


(h)                                 contingent
consideration incurred in connection with Permitted Acquisitions;


 


(i)                                     Indebtedness constituting part of consideration
of a Permitted Acquisition, provided that such Indebtedness is unsecured
and no Default or Event of Default would result from the incurrence of such
Indebtedness; and


 


(j)                                     additional Indebtedness of the Borrowers or any
of the Subsidiary Guarantors in an aggregate principal amount (for the
Borrowers and all Subsidiary Guarantors) not to exceed $25,000,000 at any one
time outstanding.


 


8.3.                              Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, whether now
owned or hereafter acquired, except for:


 


(a)                                  Liens
for taxes, assessments, governmental charges or claims not yet due or that are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are
maintained on the books of the Borrowers or its Subsidiaries, as the case may
be, in conformity with GAAP;


 


(b)                                 carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s, statutory bank liens, rights of set-off or other
like Liens arising in the ordinary course of business that are not overdue for
a period of more than 30 days or that are being contested in good faith by
appropriate proceedings;


 


(c)                                  pledges or deposits in connection with workers’
compensation, unemployment insurance and other social security legislation and
letters of credit Issued in lieu of such deposits in the ordinary course of
business, excluding Liens in favor of the PBGC pursuant to Section 4068 of
ERISA;


 


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(d)                                 deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;


 


(e)                                  easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business that, in the
aggregate, are not substantial in amount and that do not in any case materially
detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the Borrowers or any of its Subsidiaries;


 


(f)                                    attachment
or judgment Liens not constituting an Event of Default under Section 9; provided
that such Lien is released within 60 days
after the entry thereof;


 


(g)                                 Liens
in favor of customs and revenue authorities to secure payment of customs duties
in connection with the importation of goods
that are not overdue for a period of more than 30 days or that are being
contested in good faith by appropriate proceedings; provided that, such
Liens do not encumber any property other than the goods subject to such customs
duties;


 


(h)                                 zoning or similar laws or right reserved to or
vested in any Governmental Authority to control or regulate the use of any real
property;


 


(i)                                     Liens securing obligations (other than
obligations representing Indebtedness for borrowed money) under operating,
reciprocal easement or similar agreements entered into in the ordinary course
of business of the Borrowers and their Subsidiaries;


 


(j)                                     licenses of Intellectual Property granted by the
Borrowers or any of their Subsidiaries in the ordinary course of business which
do not interfere in any material respect with the ordinary conduct of the
business of the Borrowers or such Subsidiary;


 


(k)                                  Liens
in existence on the date hereof listed on Schedule 8.3(k), securing Indebtedness permitted by
Section 8.2(d), provided that no such Lien is spread to cover any
additional property after the Restatement Closing Date and that the amount of
Indebtedness secured thereby is not increased;


 


(l)                                     Liens
securing Indebtedness of the Borrowers or any other Subsidiary incurred
pursuant to Section 8.2(e) to finance
the acquisition or manufacture of fixed or capital assets, provided that
(i) such Liens shall be created within 90 days of the acquisition or
manufacture of such fixed or capital assets, (ii) such Liens do not at any
time encumber any property other than the property financed by such
Indebtedness and (iii) the amount of Indebtedness secured thereby is not
subsequently increased;


 


(m)                               Liens created pursuant to the Security Documents;


 


(n)                                 any interest or title of a lessor or licensor
under any lease or license entered into by the Borrowers or any other
Subsidiary in the ordinary course of its business and covering only the assets
so leased;


 


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(o)                                 Liens of banks or other investment institutions
arising solely by virtue of any statutory or common law provision or by virtue
of contractual provisions relating to banker’s Liens, rights of set-off or
other similar rights and remedies as to deposit accounts or other funds
maintained with such institution, provided that (A) such account is not
a dedicated cash collateral account and is not subject to restrictions against
access by any Loan Party in excess of those set forth by regulations
promulgated by any Governmental Authority and (B) such account is not intended
by the Loan Party to provide collateral to the institution where it is
maintained; and


 


(p)                                 Liens securing Indebtedness of the Borrowers or
any Subsidiary Guarantors incurred pursuant to Section 8.2(j) so long as
neither (i) the aggregate outstanding principal amount of the obligations
secured thereby nor (ii) the aggregate fair market value (determined as of
the date such Lien is incurred) of the assets subject thereto exceeds (as to
the Borrowers and all Subsidiaries) $25,000,000 at any one time.


 


8.4.                              Fundamental
Changes.  Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of, all or substantially all of its
property or business, except that so long as no Event of Default exists or
would result therefrom:


 


(a)                                  any
Subsidiary of the Borrowers may be merged or consolidated with or into Monster
Worldwide (provided that Monster Worldwide shall be the continuing or surviving Person) or
with or into any Subsidiary Guarantor (provided that the Subsidiary
Guarantor shall be the continuing or surviving corporation) or, subject to
Section 8.8(k) and excluding any Subsidiary Guarantor, with or into any
Foreign Subsidiary or Non-Guarantor Subsidiary; notwithstanding the foregoing,
any Non-Guarantor Subsidiary may be merged or consolidated with another
Non-Guarantor Subsidiary without limitation and any Borrower may be merged or
consolidated with or into Monster Worldwide (provided that Monster Worldwide shall be the continuing or surviving Person);


 


(b)                                 any Subsidiary of Monster Worldwide may Dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to Monster Worldwide or any Subsidiary Guarantor or, subject to
Section 8.8(k) and excluding any Subsidiary Guarantor, any Non-Guarantor
Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may
Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to
another Non-Guarantor Subsidiary without limitation;


 


(c)                                  any Subsidiary may liquidate, wind up or dissolve
after the Disposition of all of its assets as set forth in Section 8.4(b);


 


(d)                                 any Borrower or Subsidiary may enter into a
Permitted Acquisition; and


 


(e)                                  any Foreign Subsidiary may merge into a UK
Borrower, provided that such UK Borrower is the surviving corporation.


 


8.5.                              Disposition
of Property.  Dispose of any of its Property, whether now
owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell
any shares of such Subsidiary’s Capital Stock to any Person, except:


 


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(a)                                  the Disposition of obsolete or worn out Property
in the ordinary course of business;


 


(b)                                 the sale of inventory in the ordinary course of
business;


 


(c)                                  Dispositions permitted by Section 8.4(b);


 


(d)                                 the sale or issuance of any Subsidiary’s Capital
Stock to the Borrowers or any Subsidiary Guarantor;


 


(e)                                  (i)
the Disposition of other Property (other than any sale of less than all of the Capital Stock of any Subsidiary then
owned by any Loan Party) or (ii) the Disposition of any Subsidiary (that is not
a Borrower) or minority interests in joint ventures, having a fair market value
not to exceed 5% of the aggregate value of all assets set forth in the most
recent consolidated balance sheet of Monster Worldwide and its Consolidated Subsidiaries in accordance
with GAAP for any fiscal year of Monster Worldwide, provided that, (A) the aggregate
amount of all such Dispositions to occur on or after the Restatement Closing
Date shall not exceed 15% of the aggregate value of all assets set forth in the
most recent consolidated balance sheet of Monster Worldwide and its Consolidated Subsidiaries delivered to
the Lenders, (B) the consideration received in any such Disposition shall
be in an amount at least equal to the fair market value of such Property, 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 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 consideration requirement specified in clause (B) above and the
foregoing cash consideration requirements specified in clause (C) above 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.


 


(f)                                    the sale or issuance by Monster Worldwide of its Capital Stock; and


 


(g)                                 an exchange of assets consisting of equipment and
real property by Monster Worldwide
for the assets of another Person of a similar or related nature (i) on an arm’s
length basis, (ii) for the consideration of equivalent value, (iii) which will
be commercially useful in Monster Worldwide’s business and (iv) will result in no tax liability on the part of Monster
Worldwide and its Consolidated
Subsidiaries, so long as at the time of such transaction no Default or Event of
Default shall exist or result from such transaction.


 


8.6.                              Restricted
Payments.  Declare or pay any dividend (other than
pursuant to dividends payable solely in common stock of the Person making such
dividend) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any Capital Stock of any Borrower, whether
now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in obligations
of any Borrower (collectively, “Restricted Payments”), except that:


 


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(a)                                  any Subsidiary may make Restricted Payments to
the Borrowers or any Subsidiary Guarantor; and


 


(b)                                 Monster
Worldwide may repurchase shares of its common stock that are publicly traded so long as (1) immediately prior to, and
after giving effect to such repurchase, no Default or Event of Default shall
have occurred or is continuing and (2) the aggregate amount of cash
expended by Monster Worldwide
pursuant to this clause (y) does not exceed $25,000,000 in any fiscal year
of Monster Worldwide.


 


8.7.                              Hedge
Agreements.  Enter into any Hedge Agreement, except
(a) Hedge Agreements entered into by the Borrowers to hedge or mitigate risks
to which the Borrowers or any Subsidiary has actual exposure (other than those
in respect of Capital Stock of any Loan Party) and (b) Hedge Agreements
entered into in order to effectively cap, collar or exchange interest or
currency rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or
investment of the Borrowers or any Subsidiary.


 


8.8.                              Investments.  Make any
advance, loan, extension of credit (by way of guaranty or otherwise) or capital
contribution to, or purchase any Capital Stock, bonds, notes, debentures or
other debt securities of, or any assets constituting a business unit of, or
make any other investment in, any Person (all of the foregoing, “Investments”),
except:


 


(a)                                  extensions of trade credit in the ordinary course
of business;


 


(b)                                 Investments in Cash Equivalents;


 


(c)                                  Guarantee Obligations permitted by
Section 8.2;


 


(d)                                 loans and advances to employees of any Borrower
in the ordinary course of business (including for travel, entertainment and
relocation expenses) in an aggregate amount for all Borrowers not to exceed
$1,000,000 at any one time outstanding;


 


(e)                                  Investments outstanding on the date hereof and
listed on Schedule 8.8(e);


 


(f)                                    Investments consisting of non-cash consideration
received by the Borrowers and its Subsidiaries in connection with any
Disposition of assets permitted under Section 8.5(e);


 


(g)                                 intercompany Investments by any Borrower or
Subsidiary in another Borrower or any Person that, immediately giving effect to
such Investment, is a Subsidiary Guarantor;


 


(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 on or following the Restatement
Closing Date for all such acquisitions shall not exceed (i) a maximum of
$100,000,000 per single transaction; and (ii) a maximum of $500,000,000 for the
life of the Facility;


 


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(i)                                     minority Investments in the securities of any
trade creditor, wholesaler, supplier or customer received pursuant to any plan
of reorganization or similar arrangement of such trade creditor, wholesaler,
supplier or customer, as applicable;


 


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


 


(k)                                  in addition to Investments otherwise expressly
permitted by this Section, Investments by the Borrowers or any of their
Subsidiaries in an aggregate amount (valued at cost) not to exceed $25,000,000
during the term of this Agreement; and


 


(l)                                     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.


 


8.9.                              Transactions
with Affiliates.  Enter into any transaction, including any
purchase, sale, lease or exchange of property, the rendering of any service or
the payment of any management, advisory or similar fees, with any Affiliate
(other than any Borrower or any Subsidiary Guarantor) unless such transaction
is (a) otherwise permitted under this Agreement, (b) in the ordinary
course of business of the relevant Borrower, and (c) upon fair and
reasonable terms no less favorable to the relevant Borrower, than it would
obtain in a comparable arm’s length transaction with a Person that is not an
Affiliate.


 


8.10.                        Sales
and Leasebacks.  Enter into any arrangement with any Person
providing for the leasing by any Borrower of real or personal property that has
been or is to be sold or transferred by such Borrower to such Person or to any
other Person to whom funds have been or are to be advanced by such Person on
the security of such property or rental obligations of such Borrower, other
than any such arrangement that (i) if such arrangement is a Capital Lease
Obligation, is permitted pursuant to Section 8.2(e), or (ii) the
consideration received from such arrangement is at least equal to the fair
market value of the property sold as determined in good faith by the Borrower’s
board of directors.


 


8.11.                        Changes
in Fiscal Periods.  Permit the fiscal year of Monster
Worldwide to end on a day other than
December 31 or change Monster Worldwide’s method of determining fiscal quarters.


 


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8.12.                        Negative
Pledge Clauses.  Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of any Borrower to
create, incur, assume or suffer to exist any Lien upon any of its property or
revenues, whether now owned or hereafter acquired, to secure its obligations
under the Loan Documents to which it is a party other than (a) this
Agreement and the other Loan Documents, and (b) any agreements governing
any Liens or Capital Lease Obligations otherwise permitted under Sections
8.3(l), (m) and (o), provided that, in each case, any prohibition or
limitation shall only be effective against the assets financed thereby.


 


8.13.                        Clauses
Restricting Subsidiary Distributions.  Enter into or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any
Subsidiary of the Borrowers to (a) make Restricted Payments in respect of
any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to,
the Borrowers or any other Subsidiary of the Borrowers, (b) make loans or
advances to, or other Investments in, the Borrowers or any other Subsidiary of
the Borrowers or (c) transfer any of its assets to the Borrowers or any
other Subsidiary of the Borrowers, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the
Loan Documents and (ii) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with
the Disposition of all or substantially all of the Capital Stock or assets of
such Subsidiary.


 


8.14.                        Lines
of Business.  Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrowers and
their Subsidiaries are engaged on the date of this Agreement or that are
reasonably related thereto and business utilizing the same or similar
technology.


 


SECTION 9    EVENTS
OF DEFAULT


 


If any of the following events shall occur and be
continuing:


 


(a)                                  the Borrowers shall fail to pay any principal of
any Loan or Reimbursement Obligation when due in accordance with the terms
hereof; or the Borrowers shall fail to pay any interest on any Loan or
Reimbursement Obligation, or any other amount payable hereunder or under any
other Loan Document, within five days after any such interest or other amount
becomes due in accordance with the terms hereof; or


 


(b)                                 any representation or warranty made or deemed
made by any Loan Party herein or in any other Loan Document or that is
contained in any certificate, document or financial or other statement
furnished by it at any time under or in connection with this Agreement or any
such other Loan Document shall prove to have been inaccurate in any material
respect on or as of the date made or deemed made; or


 


(c)                                  (i)  any Loan Party shall default in
the observance or performance of any agreement contained in clause (i) or
(ii) of Section 7.4(a), Section 7.7(a)(only with respect to the
Borrowers and any one or more Loan Parties that individually or collectively as
a group constitutes a Significant Subsidiary) or Section 8 of this
Agreement or Sections 5.5 and 5.7(b) of the Guarantee and Collateral
Agreement; or


 


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(d)                                 any Borrower or any one or more Loan Parties that
individually or collectively as a group constitutes a Significant Subsidiary of
Monster Worldwide shall default in
the observance or performance of any other agreement contained in this
Agreement or any other Loan Document (other than as provided in paragraphs (a)
through (c) of this Section), and such default shall continue unremedied for a
period of 30 days after notice to the Borrowers from the Administrative
Agent or any Lenders; or


 


(e)                                  any
Loan Party (i) defaults in making any payment of any principal of any Indebtedness (including any Guarantee Obligation,
but excluding the Loans) on the scheduled or original due date with respect
thereto; or (ii) defaults in making any payment of any interest on any
such Indebtedness beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created; or
(iii) defaults in the observance or performance of any other agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or to become subject to a mandatory offer to
purchase by the obligor thereunder or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable; provided, that a
default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute an Event of Default unless,
at such time, one or more defaults, events or conditions of the type described
in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred
and be continuing with respect to Indebtedness the outstanding principal amount
of which exceeds in the aggregate $5,000,000; or


 


(f)                                    (i) any Borrower or any one or more Loan
Parties that individually or collectively as a group constitutes a Significant
Subsidiary of Monster Worldwide
shall commence any case, proceeding or other action (A) under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part
of its assets, or any Borrower or any one or more Loan Parties that
individually or collectively as a group constitutes a Significant Subsidiary of
Monster Worldwide shall make a
general assignment for the benefit of its creditors; or (ii) there shall
be commenced against any Borrower or any one or more Loan Parties that
individually or collectively as a group constitutes a Significant Subsidiary of
Monster Worldwide any case,
proceeding or other action of a nature referred to in clause (i) above
that (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 days; or (iii) there shall be commenced
against any Borrower or any one or more Loan Parties that individually or
collectively as a group constitutes a Significant Subsidiary of Monster
Worldwide any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its assets that results
in the entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the
entry thereof; or


 


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(iv) any
Borrower or any one or more Loan Parties that individually or collectively as a
group constitutes a Significant Subsidiary of Monster Worldwide shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) any Borrower or any
one or more Loan Parties that individually or collectively as a group
constitutes a Significant Subsidiary of Monster Worldwide shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due; or


 


(g)                                 (i) any Person shall engage in any “prohibited
transaction” (as defined in Section 406 of ERISA or Section 4975 of
the Code) involving any plan (subject to ERISA or Section 4975 of the Code)
sponsored by a Borrower or Commonly Controlled Entity, (ii) any “accumulated
funding deficiency” (as defined in Section 302 of ERISA), whether or not
waived, shall exist with respect to any Plan or any Lien in favor of the PBGC
or a Plan shall arise on the assets of a Borrower or any Commonly Controlled
Entity, (iii) a Reportable Event shall occur with respect to, or proceedings
shall commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is, in the reasonable
opinion of the Required Lenders, likely to result in the termination of such
Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate for purposes of Title IV of ERISA, (v) any Borrower
or any Commonly Controlled Entity shall, or in the reasonable opinion of the
Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan
or (vi) any other similar event or condition shall occur or exist with
respect to a Plan; and in each case in clauses (i) through (vi) above,
such event or condition, together with all other such events or conditions, if
any, could, in the reasonable judgment of the Required Lenders, reasonably be
expected to have a Material Adverse Effect; or


 


(h)                                 one or more judgments or decrees shall be entered
against any Loan Party involving in the aggregate a liability (not paid or
fully covered by insurance (subject to applicable deductibles) as to which the
relevant insurance company has acknowledged coverage) of $5,000,000 or more,
and all such judgments or decrees shall not have been vacated, discharged,
stayed or bonded pending appeal within 30 days from the entry thereof; or


 


(i)                                     any of the Security Documents shall cease, for
any reason, to be in full force and effect, or any Loan Party or any Affiliate
of any Loan Party shall so assert, or any Lien created by any of the Security
Documents shall cease to be enforceable and of the same effect and priority
purported to be created thereby; or


 


(j)                                     the guarantee contained in Section 2 of the
Guarantee and Collateral Agreement shall cease, for any reason, to be in full
force and effect or any Loan Party or any Affiliate of any Loan Party shall so
assert; or


 


(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


 


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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
constitute 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;


 


then, and in any such event,
(A) if such event is an Event of Default specified in clause (i) or
(ii) of paragraph (f) above with respect to the Borrowers, automatically
the Commitments shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents (including all amounts of L/C Obligations, whether or
not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and
payable, and (B) if such event is any other Event of Default, either or
both of the following actions may be taken: 
(i) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrowers declare the Revolving Commitments to be
terminated forthwith, whereupon the Revolving Commitments shall immediately
terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrowers, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and
payable.  With respect to all Letters of
Credit with respect to which presentment for honor shall not have occurred at
the time of an acceleration pursuant to this paragraph, the Borrowers shall at
such time deposit in a cash collateral account opened by the Administrative
Agent an amount equal to the aggregate then undrawn and unexpired amount of
such Letters of Credit.  Amounts held in
such cash collateral account shall be applied by the Administrative Agent to
the payment of drafts drawn under such Letters of Credit, and the unused
portion thereof after all such Letters of Credit shall have expired or been
fully drawn upon, if any, shall be applied to repay other obligations of the
Borrowers hereunder and under the other Loan Documents.  After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrowers hereunder and under the
other Loan Documents shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Borrowers (or such other
Person as may be lawfully entitled thereto). 
Except as expressly provided above in this Section, presentment, demand,
protest and all other notices of any kind are hereby expressly waived by the
Borrower.


 


SECTION 10    THE
AGENTS


 


10.1.                        Appointment. 
(a)  Each Lender hereby irrevocably designates and appoints
each Agent as the agent of such Lender under this Agreement and the other Loan
Documents, and each such Lender irrevocably authorizes such Agent, in such
capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto.  Notwithstanding
any provision to the contrary elsewhere in


 


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this
Agreement, no Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent.


 


(b)                                 The Issuing Lender shall act on behalf of the
Revolving Lenders with respect to Letters of Credit Issued under this Agreement
and the documents associated therewith. 
It is understood and agreed that the Issuing Lender (i) shall have
all of the benefits and immunities (x) provided to the Agent in this
Section 10 with respect to acts taken or omissions suffered by the Issuing
Lender and Lenders in connection with Letters of Credit and Foreign Currency
Loans Issued or made under this Agreement and the documents associated
therewith as fully as if the term “Agents”, as used in this Section 10,
included the Issuing Lender with respect to such acts or omissions and
(y) as additionally provided in this Agreement and (ii) shall have
all of the benefits of the provisions of Section 10.7 as fully as if the
term “Agent”, as used in Section 10.7, included the Issuing Lender.


 


(c)                                  The provisions of this Section are solely for the
benefit of each Agent, the Lenders and the Issuing Lender and neither any
Borrower nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions.


 


10.2.                        Delegation
of Duties.  Each Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all matters
pertaining to such duties.  No Agent
shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care. The exculpatory
provisions of this Section shall apply to any such Agent and to the Related
Parties of the Administrative Agent and any such Agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.


 


10.3.                        Exculpatory
Provisions.  Neither any Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall
be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Loan
Document with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 11.1), except to the extent that any of
the foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person’s own gross
negligence or willful misconduct or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by any Loan Party or any officer thereof contained in this Agreement or any
other Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agents under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement
or any other Loan Document or for any failure of any Loan Party a party thereto
to perform its obligations hereunder or thereunder.  The Agents shall not be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained


 


78





















 


in,
or conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of any Loan Party.


 


10.4.                        Reliance
by Agent.  Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any instrument, writing (including
any electronic message, internet or intranet website posting or other
distribution), resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation (whether oral or by telephone) reasonably believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including counsel
to the Borrowers), independent accountants and other experts selected by such
Agent.  The Administrative Agent may deem
and treat the payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent. 
Each Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of taking or continuing to
take any such action.  The Agents shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement and the other Loan Documents
in accordance with a request of the Required Lenders (or, if so specified by
this Agreement, all Lenders), and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders and all future
holders of the Loans.


 


10.5.                        Notice
of Default.  No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder (except a
payment default) unless such Agent has received notice from a Lender or the
Borrowers referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default.”  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders.  The Administrative Agent
shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders (or, if so specified by
this Agreement, all Lenders or any other instructing group of Lenders specified
by this Agreement); provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem advisable
in the best interests of the Lenders.


 


10.6.                        Non-Reliance
on Agents and Other Lenders.  Each Lender expressly acknowledges that
neither the Agents nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or affiliates have made any representations or
warranties to it and that no act by any Agent hereafter taken, including any
review of the affairs of a Loan Party or any affiliate of a Loan Party, shall
be deemed to constitute any representation or warranty by any Agent to any
Lender.  Each Lender represents to the
Agents that it has, independently and without reliance upon any Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates and made its own decision to make its Loans
hereunder and enter into this Agreement. 
Each Lender also represents that it will, independently and without
reliance


 


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upon
any Agent or any other Lender, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Loan Documents, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and
their affiliates.  Except for notices,
reports and other documents expressly required to be furnished to the Lenders
by the Administrative Agent hereunder, the Administrative Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
of a Loan Party that may come into the possession of the Administrative Agent
or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.  The Administrative Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless
of whether an Event of Default has occurred and is continuing; (ii) shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent
is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative
Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Administrative Agent to liability or
that is contrary to any Loan Document or applicable law; (iii) shall not,
except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any of the Borrowers or any of their respective
Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.


 


10.7.                        Indemnification.  Whether
or not the transactions contemplated hereby are consummated, the Lenders agree
to indemnify each Agent in its capacity as such (to the extent not reimbursed
by the Borrowers and without limiting the obligation of the Borrowers to do
so), ratably according to their respective Aggregate Exposure Percentages in
effect on the date on which indemnification is sought under this Section (or,
if indemnification is sought after the date upon which the Commitments shall
have terminated and the Loans shall have been paid in full, ratably in
accordance with such Aggregate Exposure Percentages immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (whether before or after the payment of
the Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by such Agent under or in connection with any of the foregoing,
including but not limited to, reasonable attorney’s fees and settlement costs
(including the allocated fees and expenses of in-house counsel); provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent’s gross negligence or willful misconduct.  The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder and the
resignation or replacement of the Agent.


 


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10.8.                        Agent
in Its Individual Capacity.  Agent and its affiliates may make loans to,
accept deposits from and generally engage in any kind of business with any Loan
Party as though such Agent were not an Agent. 
With respect to its Loans made or renewed by it and with respect to any
Letter of Credit Issued or participated in by it, each Agent shall have the
same rights and powers under this Agreement and the other Loan Documents as any
Lender and may exercise the same as though it were not an Agent, and the terms “Lender”
and “Lenders” shall include each Agent in its individual capacity.  Each such Agent and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the
Borrowers or any Subsidiary or other Affiliate thereof as if such Agent were
not an Agent hereunder and without any duty to account therefor to the Lenders.


 


10.9.                        Successor
Administrative Agent.  The Administrative Agent may resign as
Administrative Agent upon ten days’ notice to the Lenders and the
Borrowers.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other Loan
Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be subject to
approval by the Borrowers (which approval shall not be unreasonably withheld or
delayed and shall not be required if an Event of Default exists and is
continuing), whereupon such successor agent shall succeed to the rights, powers
and duties of the Administrative Agent, and the term “Administrative Agent”
shall mean such successor agent effective upon such appointment and approval,
and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. 
If no successor agent has accepted appointment as Administrative Agent
by the date that is ten days following a retiring Administrative Agent’s notice
of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective and the Lenders shall assume and
perform all of the duties of the Administrative Agent hereunder until such
time, if any, as the Required Lenders appoint a successor agent, which agent
shall be (a) a bank organized and doing business under the laws of the
United States or any state thereof, subject to supervision or examination by
federal or state authority and having a total shareholder equity aggregating at
least $1,000,000,000 and (b) unless an Event of Default under
Section 9(a) or Section 9(f) with respect to the Borrowers shall have
occurred and be continuing, be subject to approval by the Borrowers (which
approval shall not be unreasonably withheld or delayed).  The Syndication Agent may, at any time, by
notice to the Lenders and the Administrative Agent, resign as Syndication Agent
hereunder, whereupon the duties, rights, obligations and responsibilities of
the Syndication Agent hereunder shall automatically be assumed by, and inure to
the benefit of, the Administrative Agent, without any further act by the
Syndication Agent, the Administrative Agent or any Lender.  After any retiring Administrative Agent’s
resignation as Administrative Agent, the provisions of this Section 10
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan
Documents.


 


10.10.                  Agent
Generally.  Except as expressly set forth herein, no
Agent shall have any duties or responsibilities hereunder in its capacity as
such.


 


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10.11.                  The
Documentation Agent, Syndication Agent and Lead Arranger.  None of
the Lenders or other Persons identified as “the Documentation Agent”, “the
Syndication Agent” or the “Lead Arranger”, in their capacity as such, shall
have any rights, powers, obligations, duties or responsibilities, and shall
incur no liability, under this Agreement and other Loan Documents other than in
the case of such Lenders, those applicable to all Lenders as such.  Without limiting the foregoing, none of the Lenders
or other Persons so identified shall have or be deemed to have any fiduciary
relationship with any Lender.


 


10.12.                  Administrative Agent May File Proofs of Claim.  In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
any Loan Party, the Administrative Agent (irrespective of whether the principal
of any Loan or L/C Obligation shall then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on any Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise


 


(a)                                  to file and prove a claim for the whole amount of
the principal and interest owing and unpaid in respect of the Loans, L/C
Obligations and all other Obligations that are owing and unpaid and to file
such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the Issuing Lender and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the Issuing Lender and the Administrative Agent
and their respective agents and counsel and all other amounts due the Lenders,
the Issuing Lender and the Administrative Agent under Sections 2.5, 2.9 and
4.11) allowed in such judicial proceeding; and


 


(b)                                 to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Lender and the Issuing Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the Issuing
Lender, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel, and any other amounts due the Administrative Agent
under Sections 2.5 and 4.11.


 


Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the Issuing Lender any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.


 


SECTION 11    MISCELLANEOUS


 


11.1.                        Amendments
and Waivers.  Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this
Section 11.1.  The Required Lenders
and each Loan


 


82





















 


Party
to the relevant Loan Document may, or, with the written consent of the Required
Lenders, the Administrative Agent and each Loan Party to the relevant Loan
Document may, from time to time, (a) enter into written amendments,
consents, supplements or modifications hereto and to the other Loan Documents
for the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the Loan
Parties hereunder or thereunder or (b) waive, on such terms and conditions
as the Required Lenders or the Administrative Agent, as the case may be, may
specify in such instrument, any of the requirements of this Agreement or the
other Loan Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or
modification shall (i) forgive the principal amount or extend the final
scheduled date of maturity of any Loan or Reimbursement Obligation, reduce the
stated rate of any interest or fee payable hereunder (except (x) in
connection with the waiver of applicability of any post-default increase in
interest rates, which waiver shall be effective with the consent of the
Required Lenders and (y) that any amendment or modification of defined
terms used in the financial covenants in this Agreement shall not constitute a
reduction in the rate of interest or fees for purposes of this clause (i))
or extend the scheduled date of any payment thereof, or increase the amount or
extend the expiration date of any Lender’s Revolving Commitment, in each case
without the written consent of all Lenders; (ii) eliminate or reduce the
voting rights of any Lender under this Section 11.1 without the written
consent of such Lender; (iii) reduce any percentage specified in the
definition of Required Lenders, consent to the assignment or transfer by the
Borrowers of any of its rights and obligations under this Agreement and the
other Loan Documents, release all or substantially all of the Collateral or
release Monster Worldwide or all or substantially all of the Subsidiary
Guarantors from their obligations under the Guarantee and Collateral Agreement,
in each case without the written consent of all Lenders; (iv) amend,
modify or waive any provision of Sections 2.15 through 2.16, 4.8 or 11.17,
or any provision of this Agreement that requires the consent of or action by
all the Lenders, without the written consent of all the Lenders;
(vii) amend, modify or waive any provision of Section 11.1 without
the written consent of the Lenders; (viii) amend, modify or waive any
provision of Section 2.3 or 2.4 without the written consent of the Swingline
Lender; or (ix) amend, modify or waive any provision of Sections 2.7
to 2.14 without the written consent of each Issuing Lender.  Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans.  In the case of any waiver, the Loan Parties,
the Lenders and the Agents shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.


 


11.2.                        Notices.  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered, or three Business Days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, addressed as
follows in the case of the Borrowers and the Agents, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the Lenders,
or to such other address as may be hereafter notified by the respective parties
hereto (or in the case of the Lenders, to the Administrative Agent and Monster
Worldwide):


 


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  the Borrowers:

  	
   

  	
  Monster Worldwide, Inc.

  
	
   

  	
   

  	
  622 Third Avenue, 39th Floor

  
	
   

  	
   

  	
  New York, New York 10017

  
	
   

  	
   

  	
  Attention: Dave Trapani

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 351-7106

  
	
   

  	
   

  	
  Telecopy:

  	
  (917) 256-8306

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TMP Worldwide Limited

  
	
   

  	
   

  	
  Chancery House

  
	
   

  	
   

  	
  53-64 Chancery Lane

  
	
   

  	
   

  	
  London, WC2A IQS

  
	
   

  	
   

  	
  Attention: Stephen Cooney

  
	
   

  	
   

  	
  Telephone: (44) 207 406 3505

  
	
   

  	
   

  	
  Telecopy: (44) 207 406 3501

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bartlett Scott Edgar Limited

  
	
   

  	
   

  	
  Bartlett House

  
	
   

  	
   

  	
  65-67 Wilson Street

  
	
   

  	
   

  	
  London, EC2A 2LT

  
	
   

  	
   

  	
  Attention: Lythann Vallely

  
	
   

  	
   

  	
  Telephone:

  	
  (44) 207 562 5780

  
	
   

  	
   

  	
  Telecopy:

  	
  (44) 207 562 5702

  
	
   

  	
   

  	
   

  
	
  The Administrative Agent:

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  100 Federal St MA5-100-11-02

  
	
   

  	
   

  	
  Boston, MA 02110

  
	
   

  	
   

  	
  Attention: Todd MacNeill

  
	
   

  	
   

  	
  Telephone: (617) 434-6842

  
	
   

  	
   

  	
  Telecopy: (617) 434-0474

  
	
   

  	
   

  	
   

  
	
  (if to London Office)

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  26 Elmfield Road,

  
	
   

  	
   

  	
  Bromley, BR1 1WA

  
	
   

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
  Attention: Andrew Earls, Loan Service

  
	
   

  	
   

  	
  Telephone: (44) 208 313 2507

  
	
   

  	
   

  	
  Telecopy: (44) 208 313 2140

  
	
   

  	
   

  	
   

  
	
  (with a copy to)

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  1185 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10036

  
	
   

  	
   

  	
  Attention: Theodore W. Janeczko

  
	
   

  	
   

  	
  Telephone: (212) 819-5516

  
	
   

  	
   

  	
  Telecopy: (212) 819-6116

  
	
   

  	
   

  	
   

  
	
  The Syndication Agent:

  	
   

  	
  The Royal Bank of Scotland plc

  
	
   

  	
   

  	
  101 Park Avenue

  



 


84





















 


	
   

  	
   

  	
  New York, NY 10178

  
	
   

  	
   

  	
  Attention: Shiela Shaw

  
	
   

  	
   

  	
  Telecopy: (212) 401-1406

  
	
   

  	
   

  	
  Telephone: (212) 401-1494

  
	
   

  	
   

  	
   

  
	
  Issuing Lender:

  	
   

  	
  As notified by such Issuing Lender to the
  Administrative Agent and the Borrowers

  



 


provided that any notice, request or demand to or upon
any Agent, the Issuing Lender or the Lenders shall not be effective until
received.


 


11.3.                        No
Waiver; Cumulative Remedies. No failure by any Lender, any Issuing Lender or the
Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


11.4.                        Survival
of Representations and Warranties. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any Loan or other
extension of credit hereunder, and shall continue in full force and effect as
long as any Loan or any other Obligation hereunder shall remain unpaid or
unsatisfied or any Letter of Credit shall remain outstanding.


 


11.5.                        Payment
of Expenses and Taxes.  Monster Worldwide agrees (a) to pay or
reimburse the Administrative Agent on demand for all its reasonable
out-of-pocket costs and expenses incurred in connection with the
administration, development, preparation and execution of, and any amendment,
supplement or modification to, this Agreement and the other Loan Documents and
any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, including the reasonable fees and disbursements of counsel to the
Administrative Agent and filing and recording fees and expenses, with
statements with respect to the foregoing to be submitted to Monster Worldwide
prior to the Restatement Closing Date (in the case of amounts to be paid on the
Restatement Closing Date) and from time to time thereafter on a quarterly basis
or such other periodic basis as the Administrative Agent shall deem
appropriate, (b) to pay or reimburse each Lender and Agent for all its
reasonable costs and reasonable expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Loan
Documents and any such other documents, including the reasonable fees and
disbursements of counsel (including the allocated fees and expenses of in-house
counsel) to each Lender and of counsel to such Agent, provided that, the
fees and disbursements of counsel to any such Lender shall only be paid or
reimbursed to the extent incurred in connection with a Default


 


85





















 


or
an Event of Default, (c) to pay, indemnify, and hold each Lender and Agent
harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents,
(d) to pay or reimburse the Issuing Lender and each Lender for all its
reasonable out-of-pocket costs and expenses incurred in connection with the
conversion of any Letter of Credit denominated in a Foreign Currency pursuant
to the terms of this Agreement, and (e) to pay, indemnify, and hold each
Lender and Agent and their respective officers, directors, employees,
affiliates, agents, trustees, advisors and controlling persons (each, an “Indemnitee”)
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, the other Loan
Documents and any such other documents, including any of the foregoing relating
to the use of proceeds of the Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of any
Borrower or any of the Properties and the reasonable fees and expenses of legal
counsel in connection with claims, actions or proceedings by any Indemnitee
against any Loan Party under any Loan Document (all the foregoing in this
clause (e), collectively, the “Indemnified Liabilities”), provided,
that Monster Worldwide shall have no obligation hereunder to any Indemnitee
with respect to Indemnified Liabilities of such Indemnitee to the extent such
Indemnified Liabilities are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnitee.  Without
limiting the foregoing, and to the extent permitted by applicable law, each
Borrower agrees not to assert and to cause its Subsidiaries not to assert, and
hereby waives and agrees to cause its Subsidiaries to waive, all rights for
contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature, under or related to Environmental Laws,
that any of them may have by statute or otherwise against any Indemnitee,
except to the extent resulting from the gross negligence or willful misconduct
of such Indemnitee.  All amounts due
under this Section 11.5 shall be payable not later than twenty days after
written demand therefor.  Statements
payable by Monster Worldwide pursuant to this Section 11.5 shall be
submitted to David Trapani (Telephone No. 212-351-7106) (Telecopy
No. 917-256-8306), at the address of Monster Worldwide set forth in
Section 11.2, or to such other Person or address as may be hereafter
designated by Monster Worldwide in a written notice to the Administrative
Agent.  The agreements in this
Section 11.5 shall survive repayment of the Loans and all other amounts
payable hereunder.


 


11.6.                        Successors
and Assigns; Participations and Assignments.  (a)  The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any affiliate of the Issuing Lender that Issues any Letter of Credit), except
that (i) the Borrowers may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrowers without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section.


 


86





















 


(b)                                 (i)  Subject to the conditions set
forth in paragraph (ii) below, any Lender may assign to one or more
assignees (each, an “Assignee”) all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitments
and the Loans at the time owing to it) with the prior written consent (such
consent not to be unreasonably withheld) of:


 


(A)                              Monster Worldwide, provided that, no
consent of Monster Worldwide shall
be required for (x) any assignment to a Lender, an affiliate of a Lender
or an Approved Fund (as defined below), or (y) any assignment of the
Commitments, Revolving Loans if an Event of Default has occurred and is
continuing;


 


(B)                                the Administrative Agent, provided that no
consent of the Administrative Agent shall be required for an assignment to an
Assignee that is a Lender immediately prior to giving effect to such
assignment, except in the case of an assignment of a Revolving Commitment to an
Assignee that does not already have a Revolving Commitment; and


 


(C)                                in the case of any assignment of a Revolving
Commitment, each Issuing Lender and the Swingline Lender; and


 


in the case of all such
assignments, subject to notice to the Administrative Agent.


 


(ii)                                  Assignments shall be subject to the following
additional conditions:


 


(A)                              except in the case of an assignment to a Lender,
an affiliate of a Lender or an Approved Fund or an assignment of the entire
remaining amount of the assigning Lender’s Commitments or Loans under any
Facility, the amount of the Commitments or Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each Borrower and the
Administrative Agent otherwise consent, provided that (1) no such
consent of the Borrowers shall be required if an Event of Default has occurred
and is continuing and (2) such amounts shall be aggregated in respect of
each Lender and its affiliates or Approved Funds, if any;


 


(B)                                the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500 (treating simultaneous assignments
by a Lender to two or more Approved Funds of such Lender as a single
assignment);


 


(C)                                the Assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an administrative questionnaire; and


 


(D)                               in the case of an assignment by a Lender to a CLO
(as defined below) managed or administered by such Lender or an Affiliate of
such Lender, the assigning Lender shall retain the sole right to approve any
amendment, modification or waiver of any provision of this Agreement and the
other Loan Documents, provided that the Assignment and Assumption
between such Lender and such CLO may provide that such Lender will not, without
the consent of such CLO, agree to any amendment, modification


 


87





















 


or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to
the second sentence of Section 12.1 and (2) directly affects such
CLO.


 


For the purposes of this
Section 11.6, the terms “Approved Fund” and “CLO” have the following
meanings:


 


“Approved
Fund” means (a) with respect to any Lender, a CLO managed by such
Lender or an Affiliate of such Lender and (b) with respect to any Lender
that is a fund which invests in bank loans and similar extensions of credit,
any other fund that invests in bank loans and similar extensions of credit and
is managed by the same investment advisor as such Lender or by an affiliate of
such investment advisor.


 


“CLO”
means any entity (whether a corporation, partnership, trust or otherwise) that
is engaged in making, purchasing, holding or otherwise investing in bank loans
and similar extensions of credit in the ordinary course of its business and is
administered or managed by a Lender or an affiliate of such Lender.


 


(iii)                               Subject to acceptance and recording thereof
pursuant to paragraph (b)(iv) below, from and after the effective date
specified in each Assignment and Assumption the Assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 4.9, 4.10, 4.11 and 11.5 relating to the period
during which it was a Lender).  Any
assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 11.6 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)                              The
Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices a copy
of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.


 


(v)                                 Upon its receipt of a duly completed Assignment
and Assumption executed by an assigning Lender and an Assignee, the Assignee’s
completed administrative questionnaire (unless the Assignee shall already be a
Lender hereunder) and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the


 


88





















 


Register.  No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in
this paragraph.


 


(c)                                  (i)  Any
Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more banks
or other entities (a “Participant”) in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (C) the Borrowers, the Agents, the Issuing Lender and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.  Any agreement pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver that (1) requires the
consent of each Lender directly affected thereby pursuant to the proviso to the
second sentence of Section 11.1 and (2) directly affects such
Participant.  Subject to
paragraph (c)(ii) of this Section, each Borrower agrees that each
Participant shall be entitled to the benefits of Sections 4.9, 4.10 and
4.11 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.7(b) as
though it were a Lender, provided such Participant shall be subject to
Section 11.7(a) as though it were a Lender.


 


(ii)                                  A Participant shall not be entitled to receive
any greater payment under Section 4.9, 4.10 or 4.11 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with each Borrower’s prior written consent.  Any Participant that is a Non-U.S. Lender
shall not be entitled to the benefits of Section 4.10 unless such
Participant complies with Section 4.10(d).


 


(d)                                 Any
Lender may, without the consent of the Borrowers or the Administrative Agent,
at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or Assignee for such
Lender as a party hereto.  In the case of
any Lender that is a fund that invests in bank loans, such Lender may, without
the consent of the Borrowers or the Administrative Agent, assign or pledge all
or any portion of its rights under this Agreement, including the Notes or any
other instrument evidencing its rights as a Lender under this Agreement, to any
holder or, trustee for, or any other representative of holders of, obligations
owed or securities issued, by such fund, as security for such obligations or
securities; provided that any foreclosure or similar action by such trustee or
representative shall be subject to the provisions of this Section concerning
assignments.


 


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(e)                                  Each Borrower, upon receipt of written notice
from the relevant Lender, agrees to issue Notes to any Lender requiring Notes
to facilitate transactions of the type described in paragraph (d) above.


 


(f)                                    Notwithstanding
the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating
Lender without the consent of the Borrowers or the Administrative Agent and
without regard to the limitations set forth in Section 11.6(b).  Each Borrower, each Lender and the Agents
hereby confirm that it will not institute against a Conduit Lender or join any
other Person in instituting against a Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
state bankruptcy or similar law, for one year and one day after the payment in
full of the latest maturing commercial paper note issued by such Conduit
Lender; provided, however, that each Lender designating any Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of
forbearance.


 


11.7.                        Adjustments;
Set-off.  (a)  Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular
Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited
Lender”) shall, at any time after the Loans and other amounts payable
hereunder shall immediately become due and payable pursuant to Section 9,
receive any payment of all or part of the Obligations owing to it, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in
Section 9(f), or otherwise), in a greater proportion than any such payment
to or collateral received by any other Lender, if any, in respect of the
Obligations owing to such other Lender, such Benefited Lender shall purchase
for cash from the other Lenders a participating interest in such portion of the
Obligations owing to each such other Lender, or shall provide such other
Lenders with the benefits of any such collateral, as shall be necessary to
cause such Benefited Lender to share the excess payment or benefits of such
collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefited Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest.


 


(b)                                 In
addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice
to Monster Worldwide, any such notice being expressly waived by Monster
Worldwide to the extent permitted by applicable law, upon any amount becoming
due and payable by Monster Worldwide hereunder (whether at the stated maturity,
by acceleration or otherwise), to set off and appropriate and apply against
such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of Monster
Worldwide.  Each Lender agrees promptly
to notify Monster Worldwide and the Administrative Agent after any such setoff
and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such setoff and application.


 


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11.8.                        Counterparts.  This
Agreement may be executed by one or more of the parties to this Agreement on
any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of
this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.  A
set of the copies of this Agreement signed by all the parties shall be lodged
with each Borrower and the Administrative Agent.


 


11.9.                        Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


11.10.                  Integration.  This
Agreement and the other Loan Documents are intended by the parties as the
final, complete and exclusive statement of the transactions evidenced by this
Agreement.  All prior or contemporaneous
promises, agreements, and understandings, whether oral or written, are deemed
to be superceded by this Agreement, and no party is relying on any promise,
agreement or understanding not set forth in this Agreement.


 


11.11.                  GOVERNING
LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


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11.12.                  SUBMISSION
TO JURISDICTION; WAIVERS, ETC.


 


(a)                                  SUBMISSION
TO JURISDICTION.  EACH BORROWER AND
EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND
ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF
THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT.  EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER
OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR
ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(b)                                 WAIVER
OF VENUE.  EACH BORROWER AND EACH
OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (a) OF THIS SECTION.  EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(c)                                  SERVICE
OF PROCESS.  EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 11. 2.  NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


11.13.                  Acknowledgments.  Each
Borrower hereby acknowledges that:


 


(a)                                  it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other Loan
Documents;


 


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(b)                                 no Agent or Lender has any fiduciary relationship
with or duty to the Borrowers arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between the
Agents and Lenders, on one hand, and the Borrowers, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and


 


(c)                                  no joint venture is created hereby or by the
other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among the Borrowers and the Lenders.


 


11.14.                  Releases
of Guarantees and Liens.  (a)  Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the Administrative
Agent is hereby irrevocably authorized by each Lender (without requirement of
notice to or consent of any Lender except as expressly required by
Section 11.1) to take any action requested by the Borrowers having the
effect of releasing any Collateral or guarantee obligations (i) to the
extent necessary to permit consummation of any transaction not prohibited by
any Loan Document or that has been consented to in accordance with Section 11.1,
(ii) unless consent of all the Lenders is required pursuant to Section 11.1, if
approved authorized or ratified in writing by the Required Lenders, or
(iii) under the circumstances described in paragraph (b) below.


 


(b)                                 At such time as the Loans, the Reimbursement
Obligations and the other obligations under the Loan Documents (other than
obligations under or in respect of Hedge Agreements) shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be
outstanding, the Collateral shall be released from the Liens created by the
Security Documents, and the Security Documents and all obligations (other than
those expressly stated to survive such termination) of the Administrative Agent
and each Loan Party under the Security Documents shall terminate, all without
delivery of any instrument or performance of any act by any Person.


 


(c)                                  Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the Administrative Agent is
hereby irrevocably authorized by each Lender (without requirement of notice to
or consent of any Lender except as expressly required by Section 11.1) to
(i) subordinate any Lien on any property granted to or held by the
Administrative Agent under any Loan Document to the holder of any Lien on such
property that is permitted by Section 8.3(l); and (ii) to release any
Subsidiary Guarantor from its obligations under the Guarantee and Collateral
Agreement if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.


 


Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to
release any Subsidiary Guarantor from its obligations under the Guarantee and
Collateral Agreement pursuant to this Section 11.14.


 


11.15.                  Confidentiality.  Each
of the Administrative Agent, the Lenders and the Issuing Lender agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
advisors and representatives (it being


 


93





















 


understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with
the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to a Borrower and its obligations, (g) with the
consent of Monster Worldwide or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender, the Issuing Lender
or any of their respective Affiliates on a nonconfidential basis from a source
other than Monster Worldwide.


 


For purposes of this Section, “Information”
means all information received from Monster Worldwide or any Subsidiary
relating to Monster Worldwide or any Subsidiary or any of their respective
businesses, other than any such information that is available to the
Administrative Agent, any Lender or the Issuing Lender on a nonconfidential
basis, provided that, in the case of information received from Monster
Worldwide or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.


 


11.16.                  WAIVERS OF JURY
TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


11.17.                  Addition of Foreign Subsidiaries as Borrowers. 
Notwithstanding Section 11.1 herein, no Foreign Subsidiary may be added
as a Borrower to this Agreement without the written consent of the Required
Lenders and the Administrative Agent.


 


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11.18.                  Conversion
of Currencies.  (a) 
If, for the purpose of obtaining judgment in any court, it is necessary
to convert a sum owing hereunder in one currency into another currency, each
party hereto agrees, to the fullest extent that it may effectively do so, that
the rate of exchange used shall be that at which, in accordance with normal
banking procedures in the relevant jurisdiction, the first currency could be
purchased with such other currency on the Business Day immediately preceding
the day on which final judgment is given.


 


(b)                                 The
obligations of the Borrowers in respect of any sum due to any party hereto or any holder of the obligations owing hereunder
(the “Applicable Creditor”) shall, notwithstanding any judgment in a
currency (the “Judgment Currency”) other than the currency in which such
sum is stated to be due hereunder (the “Agreement Currency”), be
discharged only to the extent that, on the Business Day following receipt by
the Applicable Creditor of any sum adjudged to be so due in the Judgment
Currency, the Applicable Creditor may in accordance with normal banking
procedures in the relevant jurisdiction purchase the Agreement Currency with
the Judgment Currency; if the amount of the Agreement Currency so purchased is
less than the sum originally due to the Applicable Creditor in the Agreement
Currency, each Borrower agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify the Applicable Creditor against such loss.  The obligations of the Borrowers contained in
this Section 11.18 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.


 


11.19.                  Interest
Rate Limitation.  Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the “Charges”), shall exceed the
maximum lawful rate (the “Maximum Rate”) which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to
the date of repayment, shall have been received by such Lender.


 


11.20.                  Borrowings
by the UK Borrowers.  (a)  No UK Borrower may borrow or request any
borrowings under this Agreement and no Non-UK Qualifying Bank (as defined
below) shall make Loans to any UK Borrower under this Agreement, until such
date as (i) the UK Borrowers shall have received confirmation and/or necessary
approval from the UK Inland Revenue (the “Inland Approval”) in respect
to proposed loans from any Lender, other than any Lender that is a party to
this Agreement as of the Restatement Closing Date (each a “Non-UK Qualifying
Bank”, collectively the “Non-UK Qualifying Banks”) in order to
establish such Non-UK Qualifying Bank’s entitlement to receive payments made by
the UK Borrowers, make loans to the UK Borrowers under this Agreement, and for
the UK Borrowers to make payments, and to borrow money, in each case, under
this Agreement, without deduction or withholding of applicable United Kingdom
withholding taxes, or (ii) this Agreement shall have been amended and/or
amended and restated, subject to the terms and conditions specified below, to
create a UK


 


95





















 


Borrowing Subfacility (as
defined below).  To the extent such
Non-UK Qualifying Bank becomes a party to this Agreement, such Non-UK
Qualifying Bank shall use commercially reasonable efforts to make all
applicable filings with the US Internal Revenue Service and that will permit
each UK Borrower to borrow and make payments under this Agreement, and for each
Non-UK Qualifying Bank to receive payments and to make Loans hereunder, without
deduction or withholding of applicable United Kingdom withholding taxes.


 


(b)                                 If
a Non-UK Qualifying Bank becomes a party to this Agreement and is unable to
receive the Inland Approval within a reasonable time from the date it becomes a
party to this Agreement, upon the request of Monster Worldwide, each Lender,
the Agents, and each Borrower hereby agree to enter into a written amendment
and/or amendment and restatement of this Agreement, among other things, to (i)
create a separate subfacility under which only each of Barclays Bank PLC, Bank
of America, N.A., The Royal Bank of Scotland plc, LaSalle Bank National
Association and Fifth Third Bank (each a “UK Qualifying Bank,
collectively, the “UK Qualifying Banks”) can make loans, and the UK
Borrowers can request borrowings, and (ii) permit any UK Qualifying Bank to (A)
act as a fronting bank (the “Fronting Bank”), in such bank’s sole
discretion, for the Non-UK Qualifying Banks and to make loans to the UK
Borrowers subject to fronting fees and charges payable by the UK Borrowers, and
(B) for the Fronting Bank to sell, and for each Non-UK Qualifying Bank to
purchase, participations in such subfacility (the “UK Borrowing Subfacility”).


 


11.21.                  USA
PATRIOT Act Notice.  Each Lender that
is subject to the Act (as hereinafter defined) and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrowers that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is
required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of each Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Borrower in accordance with the Act.


 


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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement 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

  



 


97





















 


	
   

  	
  FLEET
  NATIONAL BANK, a Bank of America

  company, as Assignor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Theodore W. Janeczko

  
	
   

  	
   

  	
  Name:
  Theodore W. Janeczko

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


98





















 


	
   

  	
  BANK
  OF AMERICA, N.A., as Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Todd Mac Neill

  
	
   

  	
   

  	
  Name:
  Todd Mac Neill

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  



 


99





















 


	
   

  	
  BANK
  OF AMERICA, N.A., as Assignee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Theodore W. Janeczko

  
	
   

  	
   

  	
  Name:
  Theodore W. Janeczko

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


100





















 


	
   

  	
  BANK
  OF AMERICA, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Theodore W. Janeczko

  
	
   

  	
   

  	
  Name:
  Theodore W. Janeczko

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


101





















 


	
   

  	
  THE
  ROYAL BANK OF SCOTLAND plc, as

  Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Philippe Sandmeier

  
	
   

  	
   

  	
  Name:
  Philippe Sandmeier

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


102





















 


	
   

  	
  LASALLE
  BANK NATIONAL ASSOCIATION,

  as Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Anthony M. Buehler

  
	
   

  	
   

  	
  Name:
  Anthony M. Buehler

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


103





















 


	
   

  	
  BARCLAYS
  BANK PLC, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Stephen Cliff

  
	
   

  	
   

  	
  Name:
  Stephen Cliff

  
	
   

  	
   

  	
  Title:
  Director

  



 


104





















 


	
   

  	
  FIFTH
  THIRD BANK, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  John Chapman                                                

  
	
   

  	
   

  	
  Name:
  John Chapman

  
	
   

  	
   

  	
  Title:
  AVP

  



 


105





















 


Annex
A


 


PRICING GRID FOR LOANS


 


	
  Pricing
  Level

  	
   

  	
  Applicable Margin for

  Eurocurrency Loans

  	
   

  	
  Applicable Margin for

  Base Rate Loans

  	
   

  	
  Commitment Fee Rate

  	
   

  
	
  I

  	
   

  	
   

  	
  1.00

  	
  %

  	
  0.00

  	
  %

  	
  .225

  	
  %

  
	
  II

  	
   

  	
   

  	
  1.25

  	
  %

  	
  0.000

  	
  %

  	
  .300

  	
  %

  
	
  III

  	
   

  	
   

  	
  1.50

  	
  %

  	
  0.000

  	
  %

  	
  .350

  	
  %

  
	
  IV

  	
   

  	
   

  	
  1.75

  	
  %

  	
  0.125

  	
  %

  	
  .375

  	
  %

  



 


The Applicable Margin for
Revolving Loans, Foreign Currency Loans, UK Foreign Currency Loans and
Swingline Loans and the Commitment Fee Rate shall be adjusted, on and after the
first Adjustment Date (as defined below), based on changes in the Consolidated
Leverage Ratio, with such adjustments to become effective on the date (the “Adjustment
Date”) that is three Business Days after the date on which the relevant
financial statements are delivered to the Lenders pursuant to Section 7.1
and to remain in effect until the next adjustment to be effected pursuant to
this paragraph.  If any financial
statements referred to above are not delivered within the time periods
specified in Section 7.1, then, until the date that is three Business Days
after the date on which such financial statements are delivered, the highest
rate set forth in each column of the Pricing Grid shall apply.  On each Adjustment Date, the Applicable
Margin for Revolving Loans, Foreign Currency Loans, UK Foreign Currency Loans
and Swingline Loans and the Commitment Fee Rate shall be adjusted to be equal
to the Applicable Margins and Commitment Fee Rate opposite the Pricing Level
determined to exist on such Adjustment Date from the financial statements
relating to such Adjustment Date.


 


As used herein, the following rules shall govern the
determination of Pricing Levels on each Adjustment Date:


 


“Pricing Level I” 
shall exist on an Adjustment Date if the Consolidated Leverage Ratio for
the relevant period is less than 0.75 to 1.00.


 


“Pricing Level II”  shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 1.25 to 1.00
but greater than or equal to 0.75 to 1.00.


 


“Pricing Level III”  shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 1.75 to 1.00
but greater than or equal to 1.25 to 1.00.


 


“Pricing Level IV”  shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is greater than or equal to
1.75 to 1.00.


 





















 


Annex B


 


	
  Name of Lender

  	
   

  	
  Revolving

  Commitment

  	
   

  	
  UK Foreign

  Currency

  Loans

  	
   

  	
  Swingline

  Commitment

  	
   

  
	
  Bank of
  America, N.A.

  	
   

  	
  $

  	
  21,000,000

  	
   

  	
  $

  	
  5,250,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  The
  Royal Bank of Scotland plc

  	
   

  	
  21,000,000

  	
   

  	
  5,250,000

  	
   

  	
   

  	
   

  
	
  LaSalle
  Bank National Association

  	
   

  	
  21,000,000

  	
   

  	
  5,250,000

  	
   

  	
   

  	
   

  
	
  Barclays
  Bank plc

  	
   

  	
  18,500,000

  	
   

  	
  4,625,000

  	
   

  	
   

  	
   

  
	
  Fifth
  Third Bank

  	
   

  	
  18,500,000

  	
   

  	
  4,625,000

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  100,000,000

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  



 





















 


Annex C


 


	
  Facility Assigned

  	
   

  	
  Aggregate

  Amount of

  Commitment/Loans

  for all Lenders

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned

  	
   

  	
  Percentage

  Assigned of

  Commitment/Loans

  	
   

  	
  CUSIP Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %