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