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