Exhibit 10.2





EXHIBIT 10.2




EXECUTION VERSION




AMENDED AND RESTATED SUBSIDIARY GUARANTY




This AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of August 31, 2009 (as amended,
supplemented, amended and restated or otherwise modified from time to time, this
“Guaranty”), is made by each Subsidiary Guarantor (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 Secured Parties. This Guaranty
amends and restates in its entirety the Subsidiary Guaranty, dated as of December 21, 2007, by and
among the Guarantors party thereto and the Administrative Agent, as amended, supplemented, amended
and restated or otherwise modified from time to time prior to the date hereof, and continues the
guaranty therunder to the extent set forth herein.



W I T N E S S E T H:




WHEREAS, pursuant to that certain Amended and Restated Credit Agreement, dated as of August
31, 2009 (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 effectiveness of 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 and continue to make Credit
Extensions to the Borrowers (including the Term Lenders making the Term Loan to the Company on the
Closing Date) and to induce the Secured Parties to enter into the Credit Agreement, each Guarantor
agrees, for the benefit of each Secured Party, 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.



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“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.




“Guaranty” is defined in the preamble.



“Termination Date” means the date on which all Obligations have been paid in full in
cash (other than (i) contingent indemnification obligations, (ii) obligations and liabilities under
Secured Cash Management Agreements and Secured Hedge Agreements and, (iii) to the extent Cash
Collateralized, L/C Obligations) and the Aggregate 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,
reimbursement obligations with respect to letters of credit or otherwise, 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 Bankruptcy Code, 11 U.S.C. §362(a), and the
operation of Sections 502(b) and 506(b) of the Bankruptcy Code, 11 U.S.C. §502(b) and
§506(b)); and




(b) indemnifies and holds harmless each Secured Party for any and all costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by such Secured Party
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 Secured Party 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.


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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 any other Secured Party, or the
Administrative Agent or any Lender or any other Secured Party 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 or such Secured Party 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, 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
Secured Party 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 Secured Party (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 Subsidiary Guarantor) of, or
Collateral securing, 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;


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(f) any addition, exchange or release of any Collateral or of any Person that is (or
will become) a guarantor (including a Subsidiary Guarantor) of the Obligations, or any
surrender or non-perfection of any Collateral, or any amendment to or waiver or release of
or addition to, or consent to or departure from, any other guaranty held by any Secured
Party 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 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 Secured Party 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 or any Collateral securing the Obligations, as the case
may be.



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 Secured Parties and shall immediately be paid and turned over to the
Administrative Agent for the benefit of the Secured Parties 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 Secured Parties 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 Secured Parties) 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 Secured
Party.


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SECTION 2.7. Payments; Application. Each Guarantor hereby agrees with each Secured
Party 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 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 as set forth in Section
8.03 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 to make and continue to make Credit Extensions to the Borrowers (including the
Term Lenders making the Term Loans to the Company on the Closing Date), the Guarantors represent
and warrant to each Secured Party 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.


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(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 Secured Parties 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
Secured Party at any time, whether or not such Secured Party 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 Secured Parties
are relying on this representation in agreeing to make such Loans to the Borrowers.



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 Secured Party 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.


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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” 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 Secured Party 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.


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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 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 ANY OTHER SECURED PARTY 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.


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(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
GUARANTOR 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 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.


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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 Guaranty (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/ T. L. McCreary
 	 
	 	 	Name:  	T. L. McCreary 	 
	 	 	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 	 
	 


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	 	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 	 
	 



Amended and Restated Subsidiary Guaranty


 


 









 





	 	 	 	 	 
	 	OCC.COM INC.

 	 
	 	By:  	/s/ Evan Kornrich
 	 
	 	 	Name:  	Evan Kornrich 	 
	 	 	Title:  	President 	 
	 
	 	TROVIX INC.

 	 
	 	By:  	/s/ James M. Langrock
 	 
	 	 	Name:  	James M. Langrock 	 
	 	 	Title:  	President 	 
	 
	 	TMAT INC.

 	 
	 	By:  	/s/ Timothy T. Yates
 	 
	 	 	Name:  	Timothy T. Yates 	 
	 	 	Title:  	President 	 
	 
	 	AFFINITY LABS INC.

 	 
	 	By:  	/s/ Timothy T. Yates
 	 
	 	 	Name:  	Timothy T. Yates 	 
	 	 	Title:  	President 	 
	 
	 	MONSTER ASIA PACIFIC HOLDING CORP.

 	 
	 	By:  	/s/ James M. Langrock
 	 
	 	 	Name:  	James M. Langrock 	 
	 	 	Title:  	President 	 
	 
	 	MONSTER WORLDWIDE SOUTH CAROLINA, INC.

 	 
	 	By:  	/s/ James M. Langrock
 	 
	 	 	Name:  	James M. Langrock 	 
	 	 	Title:  	President 	 
	 



Amended and Restated Subsidiary Guaranty


 


 









 





	 	 	 	 	 
	ACCEPTED AND AGREED FOR ITSELF 

AND ON BEHALF OF THE SECURED PARTIES:	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,

   as Administrative Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Anne M. Zeschke
 

Name: Anne M. Zeschke

Title:   Vice President
	 	 




Amended and Restated Subsidiary Guaranty


 


 









 





ANNEX I to

the Amended and Restated Subsidiary Guaranty




THIS SUPPLEMENT, dated as of                     
 _____, 200___ 
(this “Supplement”), is to the
Amended and Restated Subsidiary Guaranty, dated as of August 31, 2009 (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 Secured Parties.



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 Secured Parties 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 Secured Party, 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 Secured Party 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 or
any Collateral securing the Obligations, as the case may be. As provided below, this Supplement
shall be governed by, and construed in accordance with, the Law of the State of New York.



SECTION 3. 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 4. Full Force of Guaranty. Except as expressly supplemented hereby, the
Guaranty shall remain in full force and effect in accordance with its terms.



SECTION 5. 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 6. 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 7. 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 8. 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 9. ENTIRE AGREEMENT. THIS SUPPLEMENT 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 SECURED PARTIES:	 	 
	 
	 	 	 	 	 
	BANK OF AMERICA, N.A.,

   as Administrative Agent
 	 	 
	By:
	 	  
	 	 	 
	 

	 	Name: 	  
	 	 
	 

	 	Title: