Exhibit 10.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED
SECURED REVOLVING CREDIT AGREEMENT
Dated as of January 31, 2006
AMENDMENT NO. 1 (this "Amendment") to the AMENDED AND RESTATED SECURED REVOLVING
CREDIT AGREEMENT 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
thereto (each a "Borrower," collectively the "Borrowers"), the several banks and
other financial institutions or entities from time to time parties thereto (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").
PRELIMINARY STATEMENT:
THE BORROWERS, THE LENDERS AND THE AGENTS HAVE ENTERED INTO AN
AMENDED AND RESTATED SECURED REVOLVING CREDIT AGREEMENT, DATED AS OF JANUARY 14,
2005 (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"CREDIT AGREEMENT").
CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS AMENDMENT
HAVE THE SAME MEANINGS AS SPECIFIED IN THE CREDIT AGREEMENT.
THE PARTIES HERETO
AGREE AS FOLLOWS:
SECTION 1.
AMENDMENTS TO CREDIT AGREEMENT
1.1
Amendment to Section 8.6(b).
Section 8.6(b) of
the Credit Agreement is hereby amended by deleting such Section in its entirety
and substituting the following therefor:
(B)
MONSTER WORLDWIDE MAY REPURCHASE SHARES OF ITS COMMON STOCK THAT ARE
PUBLICLY TRADED (INCLUDING THROUGH THE USE OF HEDGE AGREEMENTS ANCILLARY TO OR
IN CONJUNCTION WITH A SHARE REPURCHASE PROGRAM, INCLUDING WITHOUT LIMITATION,
OPEN MARKET PURCHASES AND OTHER RELATED STRATEGIES) 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 DURING THE REVOLVING COMMITMENT PERIOD
PURSUANT TO THIS CLAUSE (B) DOES NOT EXCEED $175,000,000.
1.2
Amendment to Section 8.7.
Section 8.7 of the
Credit Agreement is hereby amended by deleting such Section in its entirety and
substituting the following therefor:
1
8.7. Hedge Agreements.
Enter into any Hedge Agreement, except
(a)
Hedge Agreements entered into in the ordinary course of business for the
purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property (including, without limitation, Hedge
Agreements entered into in order to effectively fix, cap, collar or exchange
interest or currency rates (from fixed to floating rates, from floating to fixed
rates, from one floating rate to another floating rate or otherwise) with
respect to any.interest-bearing or non-functional currency denominated
liability, commitment, asset or investment of the Borrowers or any Subsidiary)
and (b) Hedge Agreements permitted by Section 8.6(b), in each