0001047469-04-006735 Sample Contracts

AMENDMENT NO. 3 TO SECURED REVOLVING CREDIT AGREEMENT
Secured Revolving Credit Agreement • March 5th, 2004 • Monster Worldwide Inc • Services-advertising agencies • New York

THIS AMENDMENT NO. 3 (this “Amendment”) to the 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”, together 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”), FLEET NATIONAL BANK, as sole lead arranger and as administrative agent (in such capacity, the “Administrative Agent”), THE ROYAL BANK OF SCOTLAND PLC, as syndication agent, and LASALLE BANK NATIONAL ASSOCIATION, as documentation agent.

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