EXHIBIT 4.2


 


EXECUTION COPY


 


SUBSIDIARY GUARANTY


 


This SUBSIDIARY GUARANTY,
dated as of December 21, 2007 (as amended, supplemented, amended and
restated or otherwise modified from time to time, this “Guaranty”), is
made by each Subsidiary (such capitalized term and other terms used in this
Guaranty to have the meanings set forth in Article I) of MONSTER
WORLDWIDE, INC., a Delaware corporation (the “Company”), from time to
time party hereto (each individually, a “Guarantor” and, collectively,
the “Guarantors”), in favor of BANK OF AMERICA, N.A., as the
administrative agent (together with its successor(s) thereto in such
capacity, the “Administrative Agent”) for each of the Lenders.


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, pursuant to that
certain Credit Agreement, dated as of December 21, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), among the Company, certain Subsidiaries of the
Company from time to time party thereto (collectively with the Company, the “Borrowers”),
the various financial institutions and other Persons from time to time party
thereto and the Administrative Agent, the Lenders have extended Commitments to
make Loans to the Borrowers; and


 


WHEREAS, as a condition
precedent to the making of the Loans under the Credit Agreement, each Guarantor
is required to execute and deliver this Guaranty;


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Lenders to make Credit Extensions to
the Borrowers, each Guarantor agrees, for the benefit of each Lender, as
follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.  Certain Terms.  The following terms when used in this
Guaranty, including its preamble and recitals, shall have the following
meanings (such definitions to be equally applicable to the singular and plural
forms thereof):


 


“Administrative Agent”
is defined in the preamble.


 


“Borrowers” is
defined in the first recital.


 


“Company” is defined
in the preamble.


 


“Credit Agreement” is
defined in the first recital.


 


“Guarantor” and “Guarantors”
are defined in the preamble.


 


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“Guaranty” is defined
in the preamble.


 


“Termination Date”
means the date on which all Obligations have been paid in full in cash (other
than contingent indemnification obligations) and all Commitments shall have
been terminated.


 


SECTION 1.2.  Credit Agreement Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Guaranty, including its preamble
and recitals, have the meanings provided in the Credit Agreement.


 


ARTICLE II

GUARANTY PROVISIONS


 


SECTION 2.1.  Guaranty.  Each Guarantor hereby jointly and severally
absolutely, unconditionally and irrevocably


 


(a)           guarantees the full and punctual
payment when due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise, of all Obligations of each
other Loan Party now or hereafter existing, whether for principal, interest
(including interest accruing at the then applicable rate provided in the Credit
Agreement after the occurrence of any Default set forth in Section 8.01(f) or
(g) of the Credit Agreement, whether or not a claim for post-filing or
post-petition interest is allowed under applicable Law following the
institution of a proceeding under any Debtor Relief Law), fees, expenses or
otherwise (including all such amounts which would become due but for the
operation of the automatic stay under Section 362(a) of the United
States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and
§506(b)); and


 


(b)           indemnifies and holds harmless each
Lender for any and all costs and expenses (including reasonable attorneys’ fees
and expenses) incurred by such Lender in enforcing any rights under this
Guaranty;


 


provided that each
Guarantor shall only be liable under this Guaranty for the maximum amount of
such liability that can be hereby incurred without rendering this Guaranty, as
it relates to such Guarantor, voidable under applicable Law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater
amount.  This Guaranty constitutes a
guaranty of payment when due and not of collection, and each Guarantor
specifically agrees that it shall not be necessary or required that any Lender
exercise any right, assert any claim or demand or enforce any remedy whatsoever
against any other Loan Party or any other Person before or as a condition to
the obligations of such Guarantor hereunder.


 


SECTION 2.2.  Payments Set Aside.  To the extent that any payment by or on
behalf of any Guarantor is made to the Administrative Agent or any Lender, or
the Administrative Agent or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then to the extent of such recovery, 


 


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the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred.


 


SECTION 2.3.  Guaranty Absolute, etc.  This Guaranty shall in all respects be a
continuing, absolute, unconditional and irrevocable guaranty of payment, and
shall remain in full force and effect until the Termination Date has
occurred.  Each Guarantor jointly and severally
guarantees that the Obligations of each other Loan Party will be paid strictly
in accordance with the terms of each Loan Document under which they arise,
regardless of any Law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Lender with
respect thereto.  The liability of each
Guarantor under this Guaranty shall be joint and several, absolute,
unconditional and irrevocable irrespective of:


 


(a)           any lack of validity, legality or
enforceability of any Loan Document;


 


(b)           the failure of any Lender (i) to
assert any claim or demand or to enforce any right or remedy against any Loan
Party or any other Person (including any other guarantor) under the provisions
of any Loan Document or otherwise, or (ii) to exercise any right or remedy
against any other guarantor (including any Guarantor) of any Obligations;


 


(c)           any change in the time, manner or
place of payment of, or in any other term of, all or any part of the
Obligations, or any other extension, compromise or renewal of any Obligation;


 


(d)           any reduction, limitation, impairment
or termination of any Obligations for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to (and each Guarantor hereby waives any right to or claim of) any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, any
Obligations or otherwise;


 


(e)           any amendment to, rescission, waiver,
or other modification of, or any consent to or departure from, any of the terms
of any Loan Document;


 


(f)            any amendment to or waiver or
release of or addition to, or consent to or departure from, any other guaranty
held by any Lender guaranteeing any of the Obligations; or


 


(g)           any other circumstance which might
otherwise constitute a defense available to, or a legal or equitable discharge
of, any other Loan Party, any surety or any guarantor.


 


SECTION 2.4.  Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender and each of their respective Affiliates are
hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by
such Lender or any 


 


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such Affiliate to or for
the credit or the account of any Guarantor against any and all of the
obligations of such Guarantor now or hereafter existing under this Guaranty or
any other Loan Document to such Lender, irrespective of whether or not such
Lender shall have made any demand under this Guaranty or any other Loan
Document and although such obligations of such Guarantor may be contingent or
unmatured or are owed to a branch or office of such Lender different from the
branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender and their
respective Affiliates under this Section are in addition to other rights
and remedies (including other rights of setoff) that such Lender or its
Affiliates may have.  Each Lender agrees
to notify the Borrowers and the Administrative Agent promptly after any such
setoff and application; provided that the failure to give such notice shall not
affect the validity of such setoff and application.


 


SECTION 2.5.  Waiver, etc.  Each Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations and this Guaranty and any requirement that any Lender protect,
secure, perfect or insure any Lien, or any property subject thereto, or exhaust
any right or take any action against any Loan Party or any other Person
(including any other guarantor) or entity.


 


SECTION 2.6.  Postponement of Subrogation, etc.  Each Guarantor agrees that it will not
exercise any rights which it may acquire by way of rights of
subrogation under this Guaranty or any other Loan Document to which it is a
party, nor shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from any other Loan Party, in respect of any payment made, under
any Loan Document or otherwise, until following the Termination Date.  Any amount paid to any Guarantor on account
of any such subrogation rights prior to the Termination Date shall be held in
trust for the benefit of the Lenders and shall immediately be paid and turned
over to the Administrative Agent for the benefit of the Lenders in the exact
form received by such Guarantor (duly endorsed in favor of the Administrative
Agent, if required), to be credited and applied against the Obligations,
whether matured or unmatured, in accordance with Section 2.7; provided
that if any Guarantor has made payment to the Lenders of all or any part of the
Obligations and the Termination Date has occurred, then at such Guarantor’s
request, the Administrative Agent (on behalf of the Lenders) will, at the
expense of such Guarantor, promptly execute and deliver to such Guarantor
appropriate documents (without recourse and without representation or warranty)
necessary to evidence the transfer by subrogation to such Guarantor of an
interest in the Obligations resulting from such payment.  In furtherance of the foregoing, at all times
prior to the Termination Date, each Guarantor shall refrain from taking any
action or commencing any proceeding against any other Loan Party (or its successors
or assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amounts in respect of payments made under this Guaranty to any
Lender.


 


SECTION 2.7.  Payments; Application.  Each Guarantor hereby agrees with each Lender
as follows:


 


(a)           Each Guarantor agrees that all
payments made by such Guarantor hereunder will be made in the currency of the
applicable Obligation (except to the extent provided otherwise in the Credit
Agreement) to the Administrative Agent, without setoff, counterclaim or other
defense and in accordance with Sections 3.01 and 8.03 of the Credit Agreement,
free and clear of and without deduction for any Taxes (except as 


 


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provided otherwise in the Credit Agreement), each
Guarantor hereby agreeing to comply with and be bound by the provisions of
Sections 3.01 and 8.03 of the Credit Agreement in respect of all payments made
by it hereunder and the provisions of which Sections are hereby incorporated
into and made a part of this Guaranty by this reference as if set forth herein;
provided that references to the “Borrower” or “Borrowers” in such
Sections shall be deemed to be references to each Guarantor, and references to “this
Agreement” in such Sections shall be deemed to be references to this Guaranty.


 


(b)           All payments made hereunder shall be
applied upon receipt in accordance with the terms of the Credit Agreement.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


SECTION 3.1.  Representations.  In order to induce the Lenders to enter into
the Credit Agreement and make Loans thereunder, each Guarantor represents and
warrants to each Lender as set forth below.


 


(a)           The representations and warranties
contained in Article V of the Credit Agreement, insofar as the representations
and warranties contained therein are applicable to any Guarantor and its
properties, are true and correct in all material respects, each such
representation and warranty set forth in such Article (insofar as
applicable as aforesaid) and all other terms of the Credit Agreement to which
reference is made therein, together with all related definitions and ancillary
provisions, being hereby incorporated into this Guaranty by reference as though
specifically set forth in this Article.


 


(b)           Each Guarantor has knowledge of each
other Loan Party’s financial condition and affairs and has adequate means to
obtain from the Borrowers and each such other Loan Party on an ongoing basis
information relating thereto and to such Loan Party’s ability to pay and perform
the Obligations, and agrees to assume the responsibility for keeping, and to
keep, so informed for so long as this Guaranty is in effect.  Each Guarantor acknowledges and agrees that
the Lenders shall have no obligation to investigate the financial condition or
affairs of any Loan Party for the benefit of such Guarantor nor to advise such
Guarantor of any fact respecting, or any change in, the financial condition or
affairs of any Loan Party that might become known to any Lender at any time,
whether or not such Lender knows or believes or has reason to know or believe
that any such fact or change is unknown to such Guarantor, or might (or does)
materially increase the risk of such Guarantor as guarantor, or might (or
would) affect the willingness of such Guarantor to continue as a guarantor of
the Obligations.


 


(c)           It is in the best interests of each
Guarantor to execute this Guaranty inasmuch as such Guarantor will, as a result
of being a Subsidiary of the Company, derive substantial direct and indirect
benefits from the Loans made from time to time to the Borrowers by the Lenders
pursuant to the Credit Agreement, and each Guarantor agrees that the Lenders
are relying on this representation in agreeing to make such Loans to the
Borrowers.


 


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ARTICLE IV

COVENANTS, ETC.


 


SECTION 4.1.  Covenants.  Each Guarantor covenants and agrees that, at
all times prior to the Termination Date, it will perform, comply with and be
bound by all of the agreements, covenants and obligations contained in the
Credit Agreement (including Articles VI and VII and Sections 8.01(f) and (g) of
the Credit Agreement) which are applicable to such Guarantor or its properties,
each such agreement, covenant and obligation contained in the Credit Agreement
and all other terms of the Credit Agreement to which reference is made in this
Article, together with all related definitions and ancillary provisions, being
hereby incorporated into this Guaranty by this reference as though specifically
set forth in this Article.


 


ARTICLE V

MISCELLANEOUS PROVISIONS


 


SECTION 5.1.  Loan Document.  This Guaranty is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof, including Article X thereof.  To the extent of any conflict between the
terms contained in this Guaranty and the terms contained in the Credit
Agreement, the terms of the Credit Agreement shall control.


 


SECTION 5.2.  Binding on Successors, Transferees and
Assigns; Assignment.  This Guaranty
shall remain in full force and effect until the Termination Date has occurred,
shall be jointly and severally binding upon each Guarantor and its successors, transferees
and assigns and shall inure to the benefit of and be enforceable by each Lender
and its successors, transferees and assigns; provided that no Guarantor
may (unless otherwise permitted under the terms of the Credit Agreement) assign
any of its obligations hereunder without the prior written consent of all
Lenders.


 


SECTION 5.3.  Amendments, etc.  No amendment to or waiver of any provision of
this Guaranty, nor consent to any departure by any Guarantor from its
obligations under this Guaranty, shall in any event be effective unless the
same shall be in writing and signed by the Administrative Agent (on behalf of
the Lenders or the Required Lenders, as the case may be, pursuant to Section 10.01
of the Credit Agreement) and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.


 


SECTION 5.4.  Notices.  All notices and other communications provided
for hereunder shall be in writing or by facsimile and addressed, delivered or
transmitted to the appropriate party at the address or facsimile number of such
party (in the case of any Guarantor, in care of the Company) specified in the
Credit Agreement or at such other address or facsimile number as may be
designated by such party in a notice to the other party.  Any notice, if mailed and properly addressed
with postage prepaid or if properly addressed and sent by pre-paid courier
service, shall be deemed given when received; any such notice, if transmitted
by facsimile, shall be deemed given when the confirmation of transmission
thereof is received by the transmitter.


 


SECTION 5.5.  Additional Guarantors.  Upon the execution and delivery by any other
Person of  a supplement in the form of Annex
I hereto, such Person shall become a “Guarantor” 


 


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hereunder with the same
force and effect as if it were originally a party to this Guaranty and named as
a “Guarantor” hereunder.  The execution
and delivery of such supplement shall not require the consent of any other
Guarantor hereunder, and the rights and obligations of each Guarantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Guarantor as a party to this Guaranty.


 


SECTION 5.6.  Termination of Agreement; Release of
Guarantor.  Subject to Section 2.2,
upon the occurrence of the Termination Date, this Guaranty and all obligations
of each Guarantor hereunder shall terminate automatically, without delivery of
any instrument or performance of any act by any party.  A Guarantor shall automatically be released
from its obligations hereunder upon the consummation of any transaction
permitted by the Credit Agreement as a result of which such Guarantor ceases to
be a Subsidiary of any of the Company and any of its Subsidiaries.


 


SECTION 5.7.  No Waiver; Remedies.  In addition to, and not in limitation of, Sections
2.3 and 2.5, no failure on the part of any Lender to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative
and not exclusive of any remedies provided by Law.


 


SECTION 5.8.  Section Captions.  Section captions used in this Guaranty
are for convenience of reference only, and shall not affect the construction of
this Guaranty.


 


SECTION 5.9.  Severability.  If any provision of this Guaranty or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Guaranty and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace
the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


 


SECTION 5.10.  Governing Law; Jurisdiction; Etc.  (a) GOVERNING LAW.  THIS GUARANTY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)           SUBMISSION TO JURISDICTION.  EACH GUARANTOR 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 GUARANTY 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 


 


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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 GUARANTY OR IN ANY OTHER LOAN
DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR
THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR
ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)           WAIVER OF VENUE.  EACH GUARANTOR 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 GUARANTY OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) 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.


 


(d)           SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF
THE CREDIT AGREEMENT.  EACH FOREIGN
OBLIGOR HEREBY IRREVOCABLY APPOINTS THE COMPANY, AS ITS AUTHORIZED AGENT TO
RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY
SUCH COURT AND CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY SUCH COURTS BY
MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH AGENT AT
SUCH ADDRESS, AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY
LAW:  (I) SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR
PROCEEDING; AND (II) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE
UPON AND PERSONAL DELIVERY TO IT.  IF ANY
AGENT APPOINTED BY ANY PERSON PARTY HERETO REFUSES TO ACCEPT SERVICE, SUCH
PERSON HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL UPON RECEIPT CONSTITUTE
SUFFICIENT NOTICE.  NOTHING HEREIN
CONTAINED SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR SHALL LIMIT THE RIGHT OF ANY OTHER PERSON PARTY HERETO TO BRING
PROCEEDINGS AGAINST SUCH PARTY IN THE COURTS OF ANY OTHER JURISDICTION.


 


SECTION 5.11.  Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 


 


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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 GUARANTY 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 GUARANTY
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


SECTION 5.12.  Counterparts.  This Guaranty may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and
all of which shall constitute together but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Guaranty by facsimile or via other electronic means
shall be effective as delivery of a manually executed counterpart of this
Guaranty.


 


SECTION 5.13.  Judgment Currency.  If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due hereunder or under any other
Loan Document in one currency into another currency, the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given.  The obligation of each Guarantor in respect
of any such sum due from it to the Administrative Agent or the Lenders
hereunder or under the other Loan Documents shall, notwithstanding any judgment
in a currency (the “Judgment Currency”) other than that in which such
sum is denominated in accordance with the applicable provisions of this
Agreement (the “Agreement Currency”), be discharged only to the extent
that on the Business Day following receipt by the Administrative Agent of any
sum adjudged to be so due in the Judgment Currency, the Administrative Agent
may in accordance with normal banking procedures 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 Administrative Agent from any Guarantor in the Agreement
Currency, such Guarantor agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify the Administrative Agent or the Person to whom
such obligation was owing against such loss. 
If the amount of the Agreement Currency so purchased is greater than the
sum originally due to the Administrative Agent in such currency, the
Administrative Agent agrees to return the amount of any excess to such
Guarantor (or to any other Person who may be entitled thereto under applicable
law).


 


SECTION 5.14.  ENTIRE AGREEMENT.  THIS GUARANTY AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


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IN WITNESS WHEREOF, each
Guarantor has caused this Guaranty to be duly executed and delivered by its
Responsible Officer as of the date first above written.


 


	
   

  	
  FASTWEB, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
               President

  	
   

  
	
   

  	
   

  
	
   

  	
  KJB HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
              President

  	
   

  
	
   

  	
   

  
	
   

  	
  MILITARY ADVANTAGE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
              President

  	
   

  
	
   

  	
   

  
	
   

  	
  MONSTER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
           President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MONSTER (CALIFORNIA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
              President

  	
   

  
										



 

















 


	
   

  	
  MONSTER EMERGING MARKETS,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
            President

  	
   

  
	
   

  	
   

  
	
   

  	
  MONSTER GOVERNMENT SOLUTIONS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
            President

  	
   

  
	
   

  	
   

  
	
   

  	
  MONSTER INTERNATIONAL HOLDING 

  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
             President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MONSTER LABS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
             President

  	
   

  
	
   

  	
   

  
	
   

  	
  MONSTERTRAK CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
              President

  	
   

  
									



 

















 


	
   

  	
  MONSTER WORLDWIDE TECHNOLOGIES, 

  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
              President

  	
   

  
	
   

  	
   

  
	
   

  	
  PWP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
               President

  	
   

  
	
   

  	
   

  
	
   

  	
  OCC.COM INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
             President

  	
   

  
	
   

  	
   

  
	
   

  	
  TICKLE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
          Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
              President

  	
   

  
	
   

  	
   

  
	
   

  	
  TMAT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Timothy T. Yates

  	
   

  
	
   

  	
  Name:

  	
         Timothy T. Yates

  	
   

  
	
   

  	
  Title:

  	
            President

  	
   

  
								



 

















 


	
  ACCEPTED AND AGREED FOR ITSELF

  AND ON BEHALF OF THE LENDERS:

  
	
   

  	
   

  
	
  BANK OF AMERICA, N.A.,
     as Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
        /s/ Steven J. Melicharek

  	
   

  
	
  Name:

  	
    Steven J. Melicharek

  	
   

  
	
  Title:

  	
    SVP, Senior Credit Products Officer

  	
   

  
					



 

















 


ANNEX I to

the Subsidiary Guaranty




THIS SUPPLEMENT, dated as of                         
      , 200     (this “Supplement”),
is to the Subsidiary Guaranty, dated as of December 21, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Guaranty”), among the Guarantors (such capitalized term, and other
terms used in this Supplement, to have the meanings set forth in Article I
of the Guaranty) from time to time party thereto, in favor of BANK OF AMERICA,
N.A., as administrative agent (together with its successor(s) thereto in
such capacity, the “Administrative Agent”) for each of the Lenders.


 


W
I T N E S S E T H :


 


WHEREAS, pursuant to the provisions of Section 5.5
of the Guaranty, each of the undersigned is becoming a Guarantor under the
Guaranty; and


 


WHEREAS, each of the undersigned desires to
become a “Guarantor” under the Guaranty in order to induce the Lenders to
continue to extend Credit Extensions under the Credit Agreement;


 


NOW, THEREFORE, in consideration of the
premises, and for other consideration (the receipt and sufficiency of which is
hereby acknowledged), each of the undersigned agrees, for the benefit of each
Lender, as follows.


 


SECTION 1.  Party to Guaranty, etc.  In accordance with the terms of the Guaranty,
by its signature below, each of the undersigned hereby irrevocably agrees to
become a Guarantor under the Guaranty with the same force and effect as if it
were an original signatory thereto and each of the undersigned hereby (a) agrees
to be bound by and comply with all of the terms and provisions of the Guaranty
applicable to it as a Guarantor and (b) represents and warrants that the
representations and warranties made by it as a Guarantor thereunder are true
and correct as of the date hereof.  In
furtherance of the foregoing, each reference to a “Guarantor” and/or “Guarantors”
in the Guaranty shall be deemed to include each of the undersigned.


 


SECTION 2.  Waiver, Agreements, etc.  Each of the undersigned hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations, this Supplement and the Guaranty and any requirement that any
Lender protect, secure, perfect or insure any Lien, or any property subject
thereto, or exhaust any right or take any action against any Loan Party or any
other Person (including any other Guarantor) or entity.  As provided below, this Supplement shall be
governed by, and construed in accordance with, the Law of the State of New
York.


 


SECTION 4.  Representations.  Each of the undersigned hereby represents and
warrants that this Supplement has been duly authorized, executed and delivered
by it and that this Supplement and the Guaranty constitute the legal, valid and
binding obligation of each of the undersigned, enforceable against it in
accordance with its terms.


 

















 


SECTION 5.  Full Force of Guaranty.  Except as expressly supplemented hereby, the
Guaranty shall remain in full force and effect in accordance with its terms.


 


SECTION 6.  Severability.  If any provision of this Supplement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Supplement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


 


SECTION 7.  Indemnity; Fees and Expenses, etc.  Without limiting the provisions of any other
Loan Document, each of the undersigned agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses incurred in connection with
this Supplement, including reasonable attorney’s fees and expenses of the
Administrative Agent’s counsel.


 


SECTION 8.  Governing Law, Entire Agreement, etc.  GOVERNING LAW.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 9.  Counterparts.  This Supplement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Guaranty by facsimile or via other
electronic means shall be effective as delivery of a manually executed
counterpart of this Guaranty.


 


SECTION 10.  ENTIRE AGREEMENT.  THIS GUARANTY AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.


 

















 


IN WITNESS WHEREOF, each of the undersigned
has caused this Supplement to be duly executed and delivered by its Responsible
Officer as of the date first above written.


 


 


	
   

  	
  [NAME OF ADDITIONAL SUBSIDIARY]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED FOR
  ITSELF

  	
   

  	
   

  
	
  AND ON BEHALF OF THE
  LENDERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A.,

  	
   

  	
   

  
	
   as Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: