PLEDGE AND DELIVER TO THE ADMINISTRATIVE
AGENT ANY PLEDGE DOCUMENTS EXECUTED WITH RESPECT TO 65% OF THE CAPITAL STOCK OF
EACH EXISTING FOREIGN SUBSIDIARY AND DELIVER TO THE ADMINISTRATIVE AGENT LEGAL
OPINIONS RELATING TO THE MATTERS DESCRIBED ABOVE, WHICH OPINIONS SHALL BE IN
FORM AND SUBSTANCE, AND FROM COUNSEL, REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, AND, IN THE CASE OF CLAUSES (B) AND (C) ABOVE, TO EXECUTE
AND DELIVER ANY OTHER DOCUMENT OR INSTRUMENT REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT AND TAKE ANY OTHER ACTIONS SPECIFIED IN THE GUARANTEE AND
COLLATERAL AGREEMENT NECESSARY TO GRANT TO THE ADMINISTRATIVE AGENT A PERFECTED
LIEN ON ALL SUCH CAPITAL STOCK, ALL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT; PROVIDED, NOTWITHSTANDING ANY
PROVISION TO THE CONTRARY UNLESS OTHERWISE EXPRESSLY PERMITTED HEREUNDER, NO
BORROWER AND NO SUBSIDIARY GUARANTOR SHALL ENTER INTO OR SUFFER TO EXIST TO
BECOME EFFECTIVE ANY AGREEMENT OR DOCUMENT TO GRANT, BARGAIN, PLEDGE, CONVEY,
SELL, MORTGAGE, ENCUMBER, OR GRANT ANY INTEREST IN OR ALLOW FOR THE CREATION OF
ANY LIEN, ENCUMBRANCE, OR INTEREST (OTHER THAN IN FAVOR OF THE ADMINISTRATIVE
AGENT) IN, ANY CAPITAL STOCK OF ANY FOREIGN SUBSIDIARY (INCLUDING ANY EXISTING
FOREIGN SUBSIDIARY AND EXISTING 5% SUBSIDIARY) DIRECTLY OWNED BY MONSTER
WORLDWIDE OR ANY SUBSIDIARY GUARANTOR.
66
7.13.
POST-CLOSING MATTERS.
NO LATER THAN 7 BUSINESS
DAYS AFTER THE RESTATEMENT CLOSING DATE, THE BORROWERS SHALL DELIVER TO THE
ADMINISTRATIVE AGENT'S REASONABLE SATISFACTION SUCH EXECUTED AND COMPLETED
CERTIFICATES AND DOCUMENTS SPECIFIED IN SCHEDULE 7.13 HERETO (THE "SCHEDULE OF
POST-CLOSING MATTERS").
SECTION 8
NEGATIVE COVENANTS
Each Borrower hereby agrees that, so long as the Commitments remain in effect,
any Letter of Credit remains outstanding or any Loan or other amount is owing to
any Lender or Agent hereunder, the Borrowers shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly:
8.1.
FINANCIAL CONDITION COVENANTS.
(A)
RATIO OF CONSOLIDATED TOTAL FUNDED DEBT TO
CONSOLIDATED EBITDA. PERMIT THE RATIO OF CONSOLIDATED TOTAL FUNDED DEBT TO
CONSOLIDATED EBITDA FOR THE TWELVE MONTH PERIOD ENDING ON THE LAST DAY OF THE
MOST RECENT FISCAL QUARTER OF MONSTER WORLDWIDE TO EXCEED 2.00 TO 1.00 AT ANY
TIME; PROVIDED THAT, THE HISTORIC EBITDA FOR THE PERIOD OF CALCULATION FOR ANY
PERSON ACQUIRED BY THE BORROWERS OR ANY OF THEIR SUBSIDIARIES THAT CONSTITUTES A
PERMITTED ACQUISITION SHALL BE INCLUDED IN THE DEFINITION OF CONSOLIDATED EBITDA
FOR PURPOSES OF THIS SECTION 8.1(A).
(B)
FIXED CHARGE COVERAGE RATIO. PERMIT THE
FIXED CHARGE COVERAGE RATIO AT THE END OF ANY FISCAL QUARTER OF MONSTER
WORLDWIDE, COMMENCING WITH THE FISCAL QUARTER ENDING ON DECEMBER 31, 2004, TO BE
LESS THAN 3.00 TO 1.00 FOR THE TWELVE-MONTH PERIOD ENDING ON THE LAST DAY OF
SUCH FISCAL QUARTER.
(C)
NET WORTH.
PERMIT, AT ANY TIME, NET WORTH
TO BE LESS THAN $525,000,000 PLUS 50% OF THE CONSOLIDATED NET INCOME (IF
POSITIVE) OF MONSTER WORLDWIDE AFTER THE RESTATEMENT CLOSING DATE.
(D)
CAPITAL EXPENDITURES.
PERMIT THE CAPITAL
EXPENDITURES OF MONSTER WORLDWIDE TO EXCEED (I) $60,000,000 IN THE AGGREGATE FOR
THE FISCAL