Exhibit 10.1

EXECUTION COPY

Published CUSIP Number: 611742107

$100,000,000

AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

among

MONSTER WORLDWIDE, INC.
TMP WORLDWIDE LIMITED,

BARTLETT SCOTT EDGAR LIMITED,

as Borrowers,

The Several Lenders
from Time to Time Parties Hereto,

LASALLE BANK NATIONAL ASSOCIATION,

as Documentation Agent

THE ROYAL BANK OF SCOTLAND plc,

as Syndication Agent

BANK OF AMERICA, N.A.,
as Administrative Agent

Dated as of January 14, 2005

BANC OF AMERICA SECURITIES, LLC,

as Sole Lead Arranger

TABLE OF CONTENTS

i

ii

iii

iv

v

AMENDED AND RESTATED SECURED REVOLVING CREDIT AGREEMENT, dated as of January 14, 2005, 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 hereto (each a “ Borrower ,” collectively the “ Borrowers ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (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 ”).

W I T N E S S E T H:

WHEREAS, (i) the Borrowers, the Lenders and the Agents have entered into a Secured Revolving Credit Agreement dated as of April 7, 2003 (the “ Original Credit Agreement ”), and (ii) the Borrowers, the Lenders and the Agents have entered into amendments to the Original Credit Agreement dated as of August 5, 2003,  September 12, 2003, December 31, 2003 and May 7, 2004 (such amendments together with the Original Credit Agreement, the “ Credit Agreement ”); and

WHEREAS, Monster Worldwide has requested that the Lenders hereto amend and restate the Credit Agreement to among other things, make available a secured revolving multicurrency credit facility with letter of credit and swingline subfacilities, the proceeds of which will be used for general corporate purposes and for certain other transactions specified herein; and

WHEREAS, the Lenders have agreed to make such credit facilities available upon and subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises, the covenants and agreements set forth herein, the parties hereto hereby agree as follows:

SECTION 1     DEFINITIONS

1.1.                               Defined Terms .  As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ Additional Cost Rate ”: as defined in Schedule 1.1 .

“ Adjustment Date ”:  as defined in the Pricing Grid.

“ Administrative Agent ”:  as defined in the preamble to this Agreement.

“ Affected Foreign Currency ”:  as defined in Section 4.7(c).

“ Affiliate ”:  means as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, membership interests, by contract or otherwise.

“ Agents ”:  the collective reference to the Syndication Agent, the Lead Arranger,  the Administrative Agent, the Documentation Agent and any successor agent arising under Section 10.9 hereunder, which term shall include, for purposes of Section 10 only, the Issuing Lender.

“ Aggregate Exposure ”:  with respect to any Lender at any time, an amount equal to (a) until the Restatement Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“ Aggregate Exposure Percentage ”:  with respect to any Lender at any time, the ratio (expressed as a percentage, carried out to the ninth decimal place) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“ Agreement ”:  this Amended and Restated Secured Revolving Credit Agreement.

“ Agreement Currency ”:  as defined in Section 11.18(b).

“ Applicable Creditor ”:  as defined in Section 11.18(b).

“ Applicable Margin ”:  for any period shall be the percentage determined in accordance with the Pricing Grid by calculating the Consolidated Leverage Ratio for the most recent fiscal quarter.  The Applicable Margin with respect to Base Rate Loans and Eurocurrency Loans shall be the percentage set forth in the Pricing Grid.

“ Applicable Time ”: means, with respect to any borrowings and payments in any Foreign Currency, the local time in the place of settlement for such Foreign Currency as may be determined by the Administrative Agent or the Issuing Lender, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“ Applicable UK Borrower Documents ”: as defined in Section 5.22.

“ Application ”:  an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

“ Assignee ”:  as defined in Section 11.6(b).

2

“ Assignment and Assumption ”:  an Assignment and Assumption entered into by a Lender and an Assignee (with the consent of any party whose consent is required by Section 11.6(b)) and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“ Available Revolving Commitment ”:  means, as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) the Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding.

“ Bank Guarantee ”: a guarantee, bond or counter indemnity issued or to be issued at the request of Monster Worldwide by an Issuing Lender to any other Person.

“ Base Rate ”:  means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate.”  The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ”:  shall mean any Loan that bears interest based upon the Base Rate.  All Base Rate Loans shall be denominated in Dollars.

“ Benefited Lender ”:  as defined in Section 11.7(a).

“ Board ”:  the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ BofA ”:  as defined in Section 1.5.

“ Borrower ”:  as defined in the preamble to this Agreement.

“ Borrower Supplement ”:  shall mean the supplement attached hereto as Exhibit J.

“ Borrowing Date ”:  any Business Day specified by the Borrowers as a date on which the Borrowers request the relevant Lenders to make Loans hereunder.

“ Business Day ”: means a day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided that (a) when used in connection with a Eurocurrency Loan or for the issuance of a Bank Guarantee, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market and (b) when used in connection with a Foreign Currency Loan, the term “Business Day” shall also exclude any day on which banks in (i) the jurisdiction of the account to which the proceeds of such Loan are to be disbursed and (ii) the jurisdiction in which payments of principal of and interest on such Loan are to be made are authorized or required by law to close.

3

“ Calculation Date ”:  with respect to each Foreign Currency, the last day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day), provided that the second Business Day preceding each Borrowing Date with respect to any Foreign Currency Loans or UK Foreign Currency Loans in a Foreign Currency shall also be a “Calculation Date” with respect to such Foreign Currency.

“ Capital Expenditures ”:  for any period, with respect to any Person, whether paid in cash or accrued as liabilities, the aggregate of all expenditures by such Person and its Subsidiaries in the period for (a) the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries, (b) the purchase or development of computer software or systems to the extent such expenditures are capitalized on the consolidated balance sheet of the Borrower and its Subsidiaries in conformity with GAAP and (c) deferred installation costs; provided that, Capital Expenditures shall not include expenditures recorded as consideration paid in connection with acquisitions permitted by Section 8.8(h) or any other related expenditure made substantially contemporaneously therewith and provided further that with respect to Capital Expenditures made pursuant to a capital lease, the full amount of the Capital Lease Obligation shall be deemed to have been actually made in the fiscal period in which such capital lease was entered into.

“ Capital Lease Obligations ”:  as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ”:  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including without limitation, membership interests (however designated) in any limited liability corporation and partnership interests (however designated) in any limited partnership, and any and all warrants, rights or options to purchase any of the foregoing.

“ Cash Equivalents ”:  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of eighteen months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“ S&P ”) or P-1 by Moody’s Investors Service, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any

4

commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of eighteen months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of eighteen months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) shares of Dollar denominated money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition or money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s or (iii) have portfolio assets of at least $1,000,000,000 or (h) in the case of Subsidiaries doing business outside of the United States, substantially similar investments to those set forth in clauses (a) through (g) above denominated in foreign currencies; provided that, references to the United States shall be deemed to mean foreign countries having a sovereign rating of A or better from either S&P or Moody’s.

“ Charges ”:  as defined in Section 11.19.

“ Code ”:  the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”:  all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“ Commitment ”:  as to any Lender, the Revolving Commitment of such Lender.

“ Commitment Fee Rate ”:  shall mean the rate per annum as calculated pursuant to the Pricing Grid.

“ Commitment Increase Supplement ”: each Commitment Increase Supplement delivered pursuant to Section 3.2, substantially in the form of Exhibit K-2.

“ Commitment Schedule ”:  shall mean the schedule attached as Annex B hereto.

  “ Committed Borrowing ”: means a borrowing consisting of simultaneous Loans of the same Type, in the same currency and, in the case of Eurocurrency Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.1 .

“ Commonly Controlled Entity ”:  an entity, whether or not incorporated, that is under common control with any Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes any Borrower and that is treated as a single employer under Section 414 of the Code.

“ Compliance Certificate ”:  a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

5

“ Conduit Lender ”:  any special purpose entity organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument, subject to the consent of the Administrative Agent and Monster Worldwide (which consent shall not be unreasonably withheld); provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 4.9, 4.10, 4.11 or 11.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“ Consolidated ”:  means the consolidation in accordance with GAAP of the accounts or other items as to which such term applies.

“ Consolidated EBITDA ”:  shall mean, with respect to Monster Worldwide on a consolidated basis for any applicable fiscal period, each calculated for such period: (a) net income for such period (excluding extraordinary or non-recurring non-cash gains or losses but including losses attributable to foreign currency transactions) plus (b) total interest expense, plus (c) all charges against income for such period for federal, state and local income taxes actually paid or accrued, plus (d) depreciation, amortization (including amortization of any goodwill or other general intangibles) and other non-cash charges deducted in determining net income for such period (including but not limited to impairment charges and stock based compensation), minus (e) gains attributable to any asset sales calculated in determining net income for such period, plus (f) losses attributable to any asset sales calculated in determining net income for such period; plus historic EBITDA for the period of calculation for any company acquired by the Borrowers or any of their Subsidiaries that constitutes a Permitted Acquisition.

“ Consolidated Interest Expense ”:  for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of Monster Worldwide and its Consolidated Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrowers and their Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

“ Consolidated Leverage Ratio ”:  as of the last day of any period, the ratio of (a) Consolidated Total Funded Debt on such day to (b) Consolidated EBITDA for the twelve month period ending on such day.

“ Consolidated Net Income ”:  for any period of determination, the consolidated net income (or loss) of Monster Worldwide and its Consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Total Funded Debt ”:  means at any date, the aggregate principal amount of all Funded Debt of Monster Worldwide and its Consolidated Subsidiaries at such date,

6

determined on a Consolidated basis and required to be reflected on the Borrowers’ balance sheet in accordance with GAAP.

“ Continuing Directors ”:  the directors of Monster Worldwide on the Restatement Closing Date and each other director, if, in each case, such other director’s nomination for election to the board of directors of Monster Worldwide is recommended by a majority of the then Continuing Directors.

“ Contractual Obligation ”:  means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Debentures ”:  means (i) the debenture to be executed by TMPWL, and (ii) the debenture to be executed by BSEL, each in favor of the Administrative Agent substantially in the form of Exhibit I (each a “ Debenture ”).

“ Default ”:  means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ”: means the rate of interest payable by any Borrower for failure to make payments on any portion of the principal amount (or interest, as applicable) of any Loan or Reimbursement Obligation when due, as more particularly described in Section 4.5(c) of the Agreement.

“ Disposition ” or “ Dispose ”:  means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Documentation Agent ”:  as defined in the preamble to this Agreement.

“ Dollar Equivalent ”:  means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) as to any amount denominated in a Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the Issuing Lender at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency on the most recent Calculation Date for such Foreign Currency.

“ Dollars ” and “ $ ”:  mean lawful money of the United States.

“ Domestic Subsidiary ”:  any Subsidiary of Monster Worldwide that is organized under the laws of any political subdivision of the United States, excluding Subsidiaries that are directly or indirectly owned by Persons that are not organized under the laws of any jurisdiction within the United States.

“ EMU ”: means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

7

“ EMU Legislation ”: means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ”:  means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions or other Requirements of Law (including common law) relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ ERISA ”:  means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Eurocurrency Base Rate ”:  means, for any Interest Period with respect to a Eurocurrency Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or, in the event that Reuters ceases publishing such rate, then another commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 A.M.., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available, the Eurocurrency Base Rate for such period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars (or, in the case of a Eurocurrency Loan that is a Foreign Currency Loan or UK Foreign Currency Loan, deposits in the applicable Foreign Currency) for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the London interbank eurocurrency market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“ Eurocurrency Loans ”:  means Loans that bear interest at a rate based on the Eurocurrency Rate.  Eurocurrency Rate Loans may be denominated in Dollars or in a Foreign Currency.  All Loans denominated in a Foreign Currency must be Eurocurrency Rate Loans.

“ Eurocurrency Rate ”:  with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/16th of 1%):

“ Eurocurrency Reserve Requirements ”:  for any day as applied to a Eurocurrency Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for

8

eurocurrency funding (with respect to member banks of the Federal Reserve System, currently referred to as “Eurocurrency liabilities” in Regulation D of the Board).

“ Eurocurrency Tranche ”:  with respect to the Facility, the collective reference to Eurocurrency Loans in the same currency under the Facility for the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ Event of Default ”:  has the meaning specified in Section 9, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Exchange Act ”:  as defined in Section 9(k).

“ Exchange Rate ”:  on any day, with respect to any currency, means, the rate determined by the Administrative Agent or the Issuing Lender, as applicable, to be the rate quoted by the Person acting in such capacity as the exchange rate in the interbank market for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 A.M., New York City time, on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the Issuing Lender may obtain such rate from another financial institution designated by the Administrative Agent or the Issuing Lender if the Person acting in such capacity does not have as of the date of determination an Exchange Rate for any such currency; and provided further that the Issuing Lender may use such exchange rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in a Foreign Currency.

 “ Facility ”:  the Revolving Commitments and the extensions of credit made thereunder (the “ Revolving Facility ”).

“ Federal Funds Effective Rate ”: means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Reference Lender on such day on such transactions as determined by the Administrative Agent.

“ Fee Payment Date ”:  the last day of each March, June, September and December and the last day of the Revolving Commitment Period (or on such earlier date as the Revolving Commitments shall terminate as provided herein).

“ Fixed Charge Coverage Ratio ”:  for any period, the ratio of (a) Consolidated EBITDA for the twelve month period ending on such day to (b) Consolidated Interest Expense for the twelve month period ending on such day plus scheduled payments of principal of

9

Indebtedness of Monster Worldwide and its Consolidated Subsidiaries for the twelve month period ending on such day.

“ Fleet ”:  as defined in Section 1.5.

“ Foreign Currency ”:  (a) with respect to any Loan, each of British Pounds Sterling, the Euro and any other currency approved by the Lenders, Issuing Lender and the Administrative Agent, provided that, the Eurocurrency Rate applicable to Foreign Currency Loans and UK Foreign Currency Loans in any other currency approved after the Restatement Closing Date may be amended as agreed by the Lenders, the Administrative Agent and the Borrowers, (b) solely with respect to any Letter of Credit (other than a Bank Guarantee), each of British Pounds Sterling, the Euro, Singapore Dollars, Swedish Krona, Australian Dollars, Canadian Dollars, Czech Republic Koruna, Hong Kong Dollars, Hungarian Forints, Indian Rupee, Japanese Yen, Malaysian Ringgit, New Zealand Dollars, Polish Zloty, Swiss Francs, Thailand Baht and any other currency approved by the Required Lenders and the applicable Issuing Lender, and (c) solely with respect to any Bank Guarantee, British Pounds Sterling.

“ Foreign Currency Equivalent ”:  at any time as to any amount denominated in Dollars, the equivalent amount in the relevant Foreign Currency or Currencies as determined by the Administrative Agent or the Issuing Lender at such time on the basis of the Exchange Rate for the purchase of such Foreign Currency or Currencies with Dollars on the date of determination thereof.

“ Foreign Currency Loans ”:  as defined in Section 2.15.

“ Foreign Subsidiary ”:  any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a state thereof or the District of Columbia or that is not a Domestic Subsidiary.

“ Funded Debt ”:  means Money Borrowed, including, without limitation, undrawn or unreimbursed Letters of Credit (to the extent such Letters of Credit are not specifically secured one hundred percent by cash or Cash Equivalents or to the extent such Letters of Credit do not secure liabilities for Money Borrowed) and Capital Lease Obligations.

“ Funding Office ”:  the office of the Administrative Agent, either in the United States or in London, as applicable, specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrowers and the Lenders.

“ GAAP ”: generally accepted accounting principles in the United States set forth in the opinions, pronouncements and interpretations of the Accounting Principles Board, the American Institute of Certified Public Accountants, the Financial Accounting Standards Board or such other authoritative rule-making body in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.  In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrowers, and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired

10

result that the criteria for evaluating each Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall have been executed and delivered by the Borrowers, Administrative Agent, and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “ Accounting Changes ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“ Governmental Authority ”: means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee and Collateral Agreement ”:  the Guarantee and Collateral Agreement to be executed and delivered by Monster Worldwide and each Subsidiary Guarantor, substantially in the form of Exhibit A.

“ Guarantee Obligation ”:  as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrowers in good faith.

“ Hedge Agreements ”:  any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or

11

more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Hedge Agreement.

“ Honor Date ”: as defined in Section 2.11.

“ Increase Effective Date ”: the date on which the Administrative Agent shall have received a Revolving Commitment Increase Notice and all conditions precedent to the effectiveness of any such Revolving Commitment increase set forth in Section 3.2 shall have been satisfied.

“ Indebtedness ”:  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person that is mandatorily redeemable prior to the Revolving Termination Date, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) for the purposes of Section 8.2 and Section 9(e) only, all obligations of such Person in respect of Hedge Agreements.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.  For the avoidance of doubt, the AMP-Hudson Obligations (as defined in Section 8.2(g)) will not constitute Indebtedness.

“ Indemnified Liabilities ”:  as defined in Section 11.5.

“ Indemnitee ”:  as defined in Section 11.5.

“ Insolvency ”:  with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”:  pertaining to a condition of Insolvency.

12

“ Intellectual Property ”:  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Interest Payment Date ”:  (a) as to any Eurocurrency Loan, the last day of each Interest Period applicable to such Loan and the Revolving Termination Date, provided however , that if any Interest Period for a Eurocurrency Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates, (b) as to any Base Rate Loans (other than a Swingline Loan), the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, and (c) as to any Swingline Loan, the day that such Loan is required to be repaid.

“ Interest Period ”: as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurocurrency Loan and ending one month, two months, three months or six months thereafter, as selected by the Borrowers in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one, two, three or six months thereafter, as selected by the Borrowers by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)             if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)            the Borrowers may not select an Interest Period that would extend beyond the Revolving Termination Date;

(iii)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iv)           the Borrowers shall select Interest Periods so as not to require any foreseeable payment or prepayment of any Eurocurrency Loan during an Interest Period for such Loan.

“ Inventory ”:  has the meaning assigned to such term under the UCC.

“ Investments ”:  as defined in Section 8.8.

13

“ ISP ”: as defined in Section 2.12.

“ Issuance ”: with respect to any Letter of Credit means the issuance, amendment, renewal or extension of such Letters of Credit, and “ Issue ” shall have a correlative meaning.

“ Issuing Lender ”:  any Revolving Lender from time to time designated by the Borrowers as an Issuing Lender with the consent of such Revolving Lender and the Administrative Agent.

“ Issuer Documents ”: means with respect to any Letter of Credit, the Application, and any other document, agreement and instrument entered into by the Issuing Lender and Monster Worldwide (including for the benefit of any Subsidiary) or in favor of the Issuing Lender and relating to any such Letter of Credit.

 “ Judgment Currency ”:  as defined in Section 11.18(b).

“ Lead Arranger ”:  as defined in the recitals to this Agreement.

“ L/C Advance ”: means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Aggregate Exposure Percentage. All L/C Advances shall be denominated in Dollars.

“ L/C Borrowing ”: means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated in Dollars.

“ L/C Commitment ”: $50,000,000.

“ L/C Fee Payment Date ”:  the last day of each March, June, September and December and the last day of the Revolving Commitment Period.

“ L/C Obligations ”:  at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit, including the maximum amount payable under any Bank Guarantees (including the Dollar Equivalent of Letters of Credit Issued in Foreign Currencies) and (b) the aggregate amount of drawings under Letters of Credit, including payments under Bank Guarantees (including the Dollar Equivalent of Letters of Credit Issued in Foreign Currencies to the extent such amounts have not been converted to Dollars in accordance with the terms hereof) that have not then been reimbursed pursuant to Section 2.11. For purposes of computing the amount available to be drawn under any Letter of Credit , the amount of such Letter of Credit shall be determined in accordance with Section 1.4.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ L/C Participants ”:  the collective reference to all the Revolving Lenders other than the Issuing Lender that issued the relevant Letter of Credit.

14

“ Lender Affiliate ”:  (a) any Affiliate of any Lender, (b) any Person that is administered or managed by any Lender and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (c) with respect to any Lender which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such Lender or investment advisor.

“ Lenders ”:  as defined in the preamble hereto; provided , that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“ Lending Office ”: means, as to any Lender, the office or offices of such Lender described as such in such Lender’s administrative questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“ Letters of Credit ”:  as defined in Section 2.7(a).

“ Lien ”: means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ”:  means an extension of credit by a Lender to a Borrower under Section 2  in the form of a Revolving Loan, a Swingline Loan or otherwise made pursuant to this Agreement.

“ Loan Documents ”:  this Agreement, the Security Documents, and the Notes.

“ Loan Parties ”:  each Borrower that is a party to a Loan Document and each Subsidiary Guarantor.

“ Mandatory Cost ”: means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.1 .

“ Material Adverse Effect ”: means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of Monster Worldwide or Monster Worldwide and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“ Material Contract ”:  each contract of the Borrowers described on Schedule 5.13.

15

“ Materials of Environmental Concern ”:  any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, any hazardous or toxic substances, materials or wastes, defined as such or regulated in or under any applicable Environmental Laws, and any other substances that could reasonably be expected to result in liability under any applicable Environmental Laws.

“ Maximum Commitment Increase ”: as defined in Section 3.2(e).

“ Maximum Rate ”:  as defined in Section 11.19.

“ Money Borrowed ”:  means (i) Indebtedness arising from the lending of money by any Person to each Borrower; (ii) Indebtedness, whether or not in any such case arising from the lending by any Person of money to each Borrower, (A) which is represented by notes payable or drafts accepted that evidence extensions of credit, (B) which constitutes obligations evidenced by bonds, debentures, notes or similar instruments, or (C) upon which interest charges are customarily paid (other than accounts payable) or that was issued or assumed as full or partial payment for Property; (iii) Indebtedness that constitutes a Capitalized Lease Obligation; (iv) reimbursement obligations with respect to letters of credit or guaranties of letters of credit or bank guarantees and (v) Indebtedness of any Borrower under any guaranty of obligations that would constitute Indebtedness for Money Borrowed under clauses (i) through (iii) hereof, if owed directly by any Borrower.

“ Multiemployer Plan ”: means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Monster Worldwide or any Commonly Controlled Entity makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Net Worth ”:  at a particular date means (a) the aggregate amount of all assets of Monster Worldwide on a Consolidated basis as may be properly classified as such in accordance with GAAP consistently applied (including such assets as are properly classified as intangible assets under GAAP), less (b) the aggregate amount of all liabilities of Monster Worldwide on a Consolidated basis as may be properly classified as such in accordance with GAAP consistently applied.

“ New Lender Supplement ”: each New Lender Supplement delivered pursuant to Section 3.2, substantially in the form of Exhibit K-1.

“ New Revolving Lender ”: as defined in Section 3.2(b).

“ Non-Excluded Taxes ”:  as defined in Section 4.10(a).

“ Non-Guarantor Subsidiary ”:  any Subsidiary that is not a Subsidiary Guarantor.

“ Non-UK Qualifying Bank ”: as defined in Section 11.20.

“ Non-U.S. Lender ”:  as defined in Section 4.10(d).

“ Notes ”:  the collective reference to any promissory note evidencing Loans.

16

“ Obligations ”:  the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to each Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of each Borrower to any Agent or to any Lender (or, in the case of Specified Hedge Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to any Agent or to any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise; provided , that (i) obligations of the Borrowers or any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Subsidiary Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

“ Other Taxes ”: means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ Overnight Rate ”: means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, the Issuing Lender, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in a Foreign Currency, the rate of interest per annum at which overnight deposits in the applicable Foreign Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Reference Lender in the applicable offshore interbank market for such currency to major banks in such interbank market.

“ Participant ”:  as defined in Section 11.6(c).

“ Participating Member State ”: means each state so described in any EMU Legislation.

“ PATRIOT Act ”: shall have the meaning provided in Section 11.21.

“ PBGC ”:  means the Pension Benefit Guaranty Corporation.

“ Permitted Acquisition ”:  the acquisition by the Borrowers or any of their Subsidiaries of the Capital Stock or assets of another Person which is primarily engaged in the same or related line of business of the Borrowers and their Subsidiaries (or any other Person that

17

is engaged in a business that is a reasonable extension of the business of the Borrowers and their Subsidiaries and that utilizes the same or similar technology as that used by the Borrowers and their Subsidiaries immediately prior to such acquisition) so long as following such acquisition: (i) if such other Person becomes a Domestic Subsidiary and a Wholly-Owned Subsidiary, such Domestic Subsidiary becomes a party to the Guarantee and Collateral Agreement pursuant to Section 7.9 of this Agreement and the provisions of such Section are otherwise satisfied, (ii) prior to and after giving effect to such acquisition, the Borrowers are in compliance on a pro-forma historical basis, with all the financial covenants specified in Section 8 herein as evidenced by a Compliance Certificate in the form of Exhibit B, and (iii) no Default or Event of Default shall have occurred and then be continuing or would occur after giving effect to such acquisition

“ Person ”: means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ”:  at a particular time, any “pension plan” (within the meaning of Section 3(2) of ERISA), other than a Multiemployer Plan, that is covered by Title IV of ERISA and in respect of which each Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Pledged Stock ”:  means any Capital Stock pledged as collateral under any Security Document.

“ Pricing Grid ”:  the pricing grid attached hereto as Annex A.

“ Prime Rate ”:  shall mean the variable rate of interest per annum publicly announced from time to time by the Reference Lender as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Reference Lender in connection with extensions of credit to debtors).  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.  Changes in the rate of interest resulting from changes in the Prime Rate shall take place immediately without notice or demand of any kind.

“ Projections ”:  as defined in Section 7.2(c).

“ Property ”:  any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“ Reference Lender ”: Bank of America, N.A.

“ Refunded Swingline Loans ”:  as defined in Section 2.4.

“ Refunding Date ”:  as defined in Section 2.4.

“ Register ”:  as defined in Section 11.6(b).

18

“ Regulation U ”:  Regulation U of the Board as in effect from time to time.

“ Reimbursement Obligation ”:  the obligation of Monster Worldwide to reimburse each Issuing Lender pursuant to Section 2.11 for amounts drawn under Letters of Credit Issued by such Issuing Lender including any amounts paid under any Bank Guarantees.

“ Reorganization ”:  with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Reportable Event ”:  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30 day notice period is waived.

“ Required Lenders ”:  at any time, (a) until the Restatement Closing Date, the holders of at least 51% of the Total Revolving Commitments then in effect and (b) thereafter, the holders of at least 51% of the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“ Requirement of Law ”:  as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reset Date ”:  as defined in Section 4.16(a).

“ Reserve Percentage ”:  means the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against “Euro-currency Liabilities” as defined in Regulation D.

“ Responsible Officer ”: means the chief executive officer, president, chief financial officer, secretary, treasurer or general counsel of a Loan Party.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restatement Closing Date ”: the first date all the conditions precedent set forth in Section 6.1 are satisfied or waived in accordance with Section 11.1, which date shall be no later than January 14, 2005.

“ Restricted Payments ”  as defined in Section 8.6.

“ Revolving Commitment ”:  means as to each Lender, its obligation to (a) make Revolving Loans to the Borrowers pursuant to Section 2.1 and (b) participate in Swingline Loans, Letters of Credit, Foreign Currency Loans and UK Foreign Currency Loans in an aggregate principal and/or face amount at any one time outstanding not to exceed the amount set forth under such Lender’s name under the heading “Revolving Commitment” on the

19

Commitment Schedule or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Revolving Commitment Increase Notice ”: as defined in Section 3.2(a).

“ Revolving Commitment Period ”:  means the period from and including the Restatement Closing Date to the earliest of (a) the Revolving Termination Date, (b) the date of termination of the Revolving Commitments pursuant to Section 2.6, and (c) the date of termination of the Commitments, the Loans and the L/C Obligations pursuant to Section 9.

“ Revolving Extensions of Credit ”:  means as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding, (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding and (d) such Lender’s Revolving Percentage of the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans and UK Foreign Currency Loans then outstanding.

“ Revolving Lender ”:  means each Lender that has a Revolving Commitment or that holds Revolving Loans.

“ Revolving Loans ”:  as defined in Section 2.1(a).

“ Revolving Offered Increase Amount ”: as defined in Section 3.2(a)

“ Revolving Percentage ”:  means as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes of the aggregate principal amount of the Revolving Extensions of Credit then outstanding).

“ Revolving Termination Date ”:  means June 30, 2008.

“ SEC ”:  the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Security Documents ”:  means the collective reference to the Guarantee and Collateral Agreement, the Share Charges, the Debentures and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“ Share Charges ”:  means (i) the reaffirmation and the charge over shares in TMPWL to be executed by Monster Worldwide Holdings Limited (“ MWHL ”), and (ii) the charge over shares in BSEL to be executed by Bartlett Merton Holdings Limited (“ BHL ”), each in favor of the Administrative Agent substantially in the form of Exhibit I.

20

“ Significant Subsidiary ”: as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act.

“ Single Employer Plan ”:  any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“ Solvent ”:  when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.  For purposes of this definition, (i) ”debt” means liability on a “claim”, and (ii) ”claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“ Specified Hedge Agreement ”:  any Hedge Agreement (a) entered into by (i) any Borrowers or any of its Subsidiaries and (ii) any Agent or Lender or any affiliate thereof, as counterparty and (b) that has been designated by such Agent or Lender, as the case may be, and such Borrower, by notice to the Administrative Agent, as a Specified Hedge Agreement.  The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of the Agent, Lender or affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Subsidiary Guarantor under the Guarantee and Collateral Agreement.

“ Stock Repurchase ”:  a purchase by Monster Worldwide of its outstanding Capital Stock in the open market pursuant to a stock repurchase program in accordance with SEC Rule 10b-18.

“ Subsidiary ”: of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrowers.

“ Subsidiary Guarantor ”:  a Subsidiary that (i) is a Domestic Subsidiary that is a Wholly Owned Subsidiary, (ii) provides a guarantee of any Indebtedness of the Borrowers (other

21

than the Loans) or (iii) becomes a party to the Loan Documents pursuant to Section 7.9(b) including any future Domestic Subsidiary that is a Wholly Owned Subsidiary that becomes a Loan Party.

“ Swingline Commitment ”:  means the revolving credit facility made available by the Swingline Lender pursuant to Section 2.3 in an aggregate principal amount at any one time outstanding not to exceed $5,000,000.

“ Swingline Lender ”: means Bank of America, N.A. in its capacity as provider of Swingline Loans or any successor swingline lender hereunder.

“ Swingline Loans ”:  as defined in Section 2.3.

“ Swingline Participation Amount ”:  as defined in Section 2.4.

“ Syndication Agent ”:  as defined in the preamble to this Agreement.

“ Total Revolving Commitments ”:  at any time, the aggregate amount of the Revolving Commitments of all the Lenders.

“ Total Revolving Extensions of Credit ”:  at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“ Transferee ”:  any Assignee or Participant.

“ Type ”:  means, with respect to a Revolving Loan, its character as a Base Rate Loan or a Eurocurrency Loan.

“ UCC ”:  means the Uniform Commercial Code in as in effect in the State of New York.

“ UCP ”: as defined in Section 2.12.

“ UK Borrowers ”:  has the meaning specified in the preamble hereto.

“ UK Foreign Currency Loans ”:  has the meaning specified in Section 2.15.

“ UK Subsidiary Sublimit ”:  $25,000,000.

“ United States ”:  the United States of America.

“ Unreimbursed Amount ”: as defined in Section 2.11.

“ Upfront Fee ”:  means an amount in Dollars equal to 0.20% of the Revolving Commitment of each Lender.

“ US Borrowers ”:  Monster Worldwide and any Domestic Wholly-Owned Subsidiary that has executed a Borrower Supplement.

22

“ Wholly Owned Subsidiary ”:  as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

1.2.                               Other Definitional Provisions .  (a)  Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)                                  As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Borrower not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time (subject to any applicable restrictions hereunder).

(c)                                   The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)                                  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3.                               Currency Conversion .  (a)  If more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent as it reasonably deems appropriate.

(b)                                  If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders in the same position, so far as possible, that they would have been in if no change in currency had occurred.

23

1.4.                               Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that 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 be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.5.                               Assignment of Administrative Agent’s Rights and Obligations . Fleet National Bank, a Bank of America company (“ Fleet ”) hereby sells, transfers and assigns to Bank of America, N.A., (“ BofA ”) and BofA hereby purchases, assumes and undertakes from Fleet all rights and obligations of Fleet in its capacity as Administrative Agent.  Effective upon the Restatement Closing Date, each of the Lenders and each of the Borrowers hereby consent to the foregoing assignment and assumption and releases Fleet from its obligations as Administrative Agent under the Loan Documents.

1.6.                               Assignment of Loans . (a) For an agreed consideration, Fleet hereby irrevocably sells and assigns to BofA, and BofA hereby irrevocably purchases and assumes from Fleet, in accordance with the Credit Agreement, as of the Restatement Closing Date (i) all of Fleet’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Fleet under the Agreement (including, without limitation, the Letters of Credit and the Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of Fleet (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “ Assigned Interest ”).  Such sale and assignment is without recourse to Fleet and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Fleet.

(b)                                  From and after the Restatement Closing Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to Fleet for amounts which have accrued to but excluding Restatement Closing Date and to BofA for amounts which have accrued from and after the Restatement Closing Date.

(c)                                   The Assigned Interest includes those assigned interests specified in Annex C.

24

SECTION 2     AMOUNT AND TERMS OF REVOLVING COMMITMENTS

2.1.                               Revolving Commitments .  (a)  Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (“ Revolving Loans ”) to the US Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swingline Loans then outstanding, and (iii) the Dollar Equivalent of the aggregate principal amount of the Foreign Currency Loans and the UK Foreign Currency Loans then outstanding, does not exceed the amount of such Lender’s Available Revolving Commitment.  During the Revolving Commitment Period, the US Borrowers may use the Revolving Commitments by borrowing, prepaying and reborrowing the Revolving Loans, in whole or in part, all in accordance with the terms and conditions hereof.  The Revolving Loans may from time to time be Eurocurrency Loans or Base Rate Loans, as determined by the applicable US Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 4.3.

(b)                                  The US Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date.

2.2.                               Procedure for Revolving Loan Borrowing .  The US Borrowers may borrow under Section 2.1 during the Revolving Commitment Period on any Business Day, provided that the applicable US Borrowers shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or (b) on the Business Day of the requested Borrowing Date, in the case of Base Rate Loans), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor.  Any Revolving Loans made on the Restatement Closing Date shall initially be Base Rate Loans.  Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $3,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $3,000,000 or $100,000, as applicable, such lesser amount) and (y) in the case of Eurocurrency Loans denominated in Dollars, $3,000,000 or a whole multiple of $100,000 in excess thereof; provided , that the Swingline Lender may request, on behalf of Monster Worldwide, borrowings under the Revolving Commitments that are Base Rate Loans in other amounts pursuant to Section 2.4.  Upon receipt of any such notice from a US Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof.  Each Revolving Lender will make the amount of its pro rata share of each such borrowing available to the Administrative Agent for the account of the applicable US Borrowers at the Funding Office prior to 2:00 PM, New York City time, on the Borrowing Date requested by such US Borrower in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to Monster Worldwide by the Administrative Agent crediting the account of Monster Worldwide on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

25

2.3.                               Swingline Commitment .  (a)  Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to Monster Worldwide under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans denominated in Dollars (“ Swingline Loans ”) to Monster Worldwide; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect, and (ii) Monster Worldwide shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero; provided further , Monster Worldwide can only request a Swingline Loan in an amount such that after giving effect to the making of such Swingline Loan, the aggregate principal amount of Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Extensions of Credit hereunder, does not exceed such Swingline Lender’s Available Revolving Commitment. During the Revolving Commitment Period, Monster Worldwide may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.  Swingline Loans shall be Base Rate Loans only.

(b)                                  Monster Worldwide shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the 30th day after such Swingline Loan is made; provided that, during each calendar month, there shall be at least two consecutive Business Days during which the outstanding balance of the Swingline Loans shall be zero.

2.4.                               Procedure for Swingline Borrowing; Refunding of Swingline Loans .  (a) Whenever Monster Worldwide desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period).  Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof.  Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender.  The Administrative Agent shall make the proceeds of such Swingline Loan available to Monster Worldwide on such Borrowing Date by either depositing such proceeds in the account of Monster Worldwide with the Administrative Agent on such Borrowing Date in immediately available funds or wiring such proceeds to another account as directed by Monster Worldwide.

(b)                                  The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of Monster Worldwide (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “ Refunded Swingline Loans ”) outstanding on the date of such notice, to repay the Swingline

26

Lender.  Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice.  The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.  Monster Worldwide irrevocably authorizes the Swingline Lender to charge Monster Worldwide’s account with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.

(c)                                   If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.4(b), one of the events described in Section 9(f) shall have occurred and be continuing with respect to Monster Worldwide or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.4(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.4(b) (the “ Refunding Date ”), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “ Swingline Participation Amount ”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.

(d)                                  Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided , however , that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e)                                   Each Revolving Lender’s obligation to make the Loans referred to in Section 2.4(b) and to purchase participating interests pursuant to Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or Monster Worldwide may have against the Swingline Lender, the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 6; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers; (iv) any breach of this Agreement or any other Loan Document by the Borrowers, any other Loan Party or any other Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, provided , however, that no Revolving Lender shall be required to make Loans or purchase participations pursuant to this Section 2.4 if, as a result thereof, its Revolving

27

Extensions of Credit will exceed its Commitment then in effect or in effect immediately preceding its termination.

2.5.                               Commitment Fees, etc .  (a)  Monster Worldwide agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Restatement Closing Date to the last day of the Revolving Commitment Period, computed at 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 later than the earlier of (x) the first anniversary of its date of Issuance and (y) five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit (other than a Bank Guarantee) with a one-year term may provide for the

28

automatic extension thereof for additional one-year periods (which, in each case, shall in no event extend beyond the date referred to in clause (y) above).  Each Bank Guarantee shall (i) be denominated in British Pounds Sterling, and (ii) expire no later than five Business Days prior to the Revolving Termination Date.

(b)                                  No Issuing Lender shall at any time Issue any Letter of Credit hereunder if such Issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

2.8.                               Procedure for Issuance of Letter of Credit .  Monster Worldwide may from time to time request that an Issuing Lender Issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein (with a copy to the Administrative Agent) an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request.  Upon receipt of confirmation from the Administrative Agent that after giving effect to the requested Issuance, the Available Revolving Commitments would not be less than zero, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly Issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to Issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by Issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and Monster Worldwide.  Each Issuing Lender shall furnish a copy of such Letter of Credit to Monster Worldwide (with a copy to the Administrative Agent) promptly following the Issuance thereof, and the Administrative Agent shall in turn promptly furnish to the Lenders, notice of the Issuance of each Letter of Credit Issued by such Issuing Lender (including the amount thereof).

2.9.                               Fees and Other Charges .  (a)  Monster Worldwide will pay a fee on all outstanding amounts of the Letters of Credit (using 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) at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the Issuance date.  In addition, Monster Worldwide shall pay to the relevant Issuing Lender for its own account (or to the Administrative Agent for the benefit of the Issuing Lender) a fronting fee on the outstanding amount of each Letter of Credit (using 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) equal to 0.125% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the Issuance date.

29

(b)                                  In addition to the foregoing fees, Monster Worldwide shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in Issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit, including, presentation and processing fees, and other standard costs and charges of the Issuing Lender relating to such Letters of Credit as from time to time in effect.

2.10.                         L/C Participations .  (a)  Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to Issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit Issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder.

(b)                                  At any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.11, if the Administrative Agent receives for the account of the Issuing Lender any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Monster Worldwide or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Aggregate Exposure Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in Dollars and in the same funds as those received by the Administrative Agent.

(c)                                   If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of such Issuing Lender pursuant to Section 2.10(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapsed during such period and the denominator of which is 360.  If any such amount required to be paid by any L/C Participant pursuant to Section 2.10(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility.  A certificate of such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(d)                                  Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in

30

accordance with Section 2.10(a), the Administrative Agent receives any payment related to such Letter of Credit (whether directly from Monster Worldwide or otherwise, including proceeds of Collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to such L/C Participant its pro rata share thereof; provided , however , that in the event that any such payment received by Administrative Agent shall be required to be returned by the Administrative Agent, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by the Administrative Agent to it.

(e)                                   Each L/C Participant’s obligation to purchase participating interests pursuant to Section 2.10(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant or Monster Worldwide may have against any Issuing Lender, Monster Worldwide or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 7; (iii) any adverse change in the condition (financial or otherwise) of each Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Participant; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing,  provided , however, that no L/C Participant shall be required to purchase participations pursuant to this Section 2.10 if, as a result thereof, its Revolving Extensions of Credit will exceed its Commitment then in effect or in effect immediately preceding its termination.

2.11.                         Reimbursement Obligation of Monster Worldwide .  (a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit (or under a Bank Guarantee), the Issuing Lender shall notify Monster Worldwide and the Administrative Agent thereof.  In the case of a Letter of Credit denominated in a Foreign Currency, Monster Worldwide shall reimburse the Issuing Lender in such Foreign Currency, unless (A) the Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, Monster Worldwide shall have notified the Issuing Lender promptly following receipt of the notice of drawing that Monster Worldwide will reimburse the Issuing Lender in Dollars.  In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit (or payment made under a Bank Guarantee) denominated in a Foreign Currency, the Issuing Lender shall notify Monster Worldwide of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.  Not later than 11:00 a.m. on the date of any payment by the Issuing Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Issuing Lender under a Letter of Credit to be reimbursed in a Foreign Currency (each such date, an “ Honor Date ”), Monster Worldwide shall reimburse the Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency.  If Monster Worldwide fails to so reimburse the Issuing Lender by such time, the Issuing Lender shall notify the Administrative Agent and the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in a Foreign Currency) (the “ Unreimbursed Amount ”), and the amount of such Lender’s Aggregate Exposure Percentage thereof.  In such event, Monster Worldwide shall be deemed to have requested a Committed Borrowing of a Base

31

Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 2.4 of Swingline Loans), without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Revolving Commitments and the conditions set forth in Section 6.2.  Any notice given by the Issuing Lender or the Administrative Agent pursuant to this Section 2.11(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(b)                                  Each Lender shall upon any notice pursuant to Section 2.11(a) make funds available to the Administrative Agent for the account of the Issuing Lender, in Dollars, at the Funding Office for Dollar-denominated payments in an amount equal to its Aggregate Exposure Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.11(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to Monster Worldwide in such amount.  The Administrative Agent shall remit the funds so received to the Issuing Lender in Dollars.

(c)                                   With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 6.2 cannot be satisfied or for any other reason, Monster Worldwide shall be deemed to have incurred from the Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.11(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.11.

(d)                                  Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.11 to reimburse the Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Aggregate Exposure Percentage of such amount shall be solely for the account of the Issuing Lender.

(e)                                   Each Lender’s obligation to make Loans or L/C Advances to reimburse the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.11, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender, Monster Worldwide, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Loans pursuant to this Section 2.11 is subject to the conditions set forth in Section 6.2.  No such making of an L/C Advance shall relieve or otherwise impair the obligation of Monster Worldwide to reimburse the Issuing Lender for the amount of any payment made by the Issuing Lender under any Letter of Credit, together with interest as provided herein.

32

(f)                                     If any Lender fails to make available to the Administrative Agent for the account of the Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.11 by the time specified in Section 2.11(b), the Issuing Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect.  A certificate of the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (f) shall be conclusive absent manifest error.

2.12.                         Obligations Absolute .  Monster Worldwide’s obligations under Section 2.11 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that Monster Worldwide may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person.  Monster Worldwide also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and Monster Worldwide’s Reimbursement Obligations under Section 2.11 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among Monster Worldwide and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of Monster Worldwide against any beneficiary of such Letter of Credit or any such transferee.  No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. Monster Worldwide agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, or the rules of the International Standby Practices 1998 (“ ISP ”), or the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (“ UCP ”), shall be binding on Monster Worldwide and shall not result in any liability of such Issuing Lender to Monster Worldwide.

2.13.                         Letter of Credit Payments .  If any draft shall be presented for payment under any Letter of Credit or any demand is made for payment under any Bank Guarantee, the relevant Issuing Lender shall promptly notify Monster Worldwide and the Administrative Agent of the date and amount thereof.  The responsibility of the relevant Issuing Lender to Monster Worldwide in connection with any draft presented for payment under any Letter of Credit Issued by such Issuing Lender shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining in compliance with the UCP or the ISP that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with the requirements of such Letter of Credit.

2.14.                         Applications .  To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2, the provisions of this Section 2 shall apply.

33

2.15.                         Foreign Currency Loans and UK Foreign Currency Loans .  (a)  Subject to the terms and conditions hereof, each Lender, to the extent of its Available Revolving Commitment, severally agrees to make loans (each, a “ Foreign Currency Loan ”) in one or more Foreign Currencies to Monster Worldwide from time to time during the Revolving Commitment Period, provided that, after giving effect to any such Foreign Currency Loan and any concurrent Revolving Extensions of Credit, the Total Revolving Extensions of Credit at such time do not exceed the Total Revolving Commitments at such time.  During the Revolving Commitment Period, Monster Worldwide may borrow, prepay and reborrow Foreign Currency Loans in whole or in part, all in accordance with the terms and conditions hereof.

(b)                                  Monster Worldwide shall repay all outstanding Foreign Currency Loans on the Revolving Termination Date.

(c)                                   Subject to the terms and conditions hereof including Section 11.20, each Lender severally agrees, to the extent of its Available Revolving Commitment, to make loans (each, a “ UK Foreign Currency Loan ”) in one or more Foreign Currencies to the UK Borrowers from time to time during the Revolving Commitment Period, provided that, after giving effect to any such UK Foreign Currency Loan and any concurrent Revolving Extensions of Credit, the Total Revolving Extensions of Credit at such time do not exceed the Total Revolving Commitments at such time, and provided further , the Total Revolving Extensions of Credit to the UK Subsidiaries outstanding at any one time shall not exceed the UK Subsidiary Sublimit.  During the Revolving Commitment Period, the UK Borrowers may borrow, prepay and reborrow UK Foreign Currency Loans in whole or in part, all in accordance with the terms and conditions hereof.

(d)                                  The UK Borrowers shall repay all outstanding UK Foreign Currency Loans on the Revolving Termination Date.

2.16.                         Procedure for Foreign Currency Loan and UK Foreign Currency Loan Borrowings .  The Borrowers may borrow under Section 2.15 during the Revolving Commitment Period on any Business Day, provided that, (i) in the case of Foreign Currency Loans, Monster Worldwide shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, four Business Days prior to the requested Borrowing Date) specifying (a) the amount to be borrowed and the Foreign Currency with respect thereto, (b) the requested Borrowing Date and (c) the initial Interest Periods with respect thereto, and (ii) in the case of UK Foreign Currency Loans, the UK Borrowers shall give the Administrative Agent (at the office located in the United Kingdom specified in Section 11.2 herein) irrevocable notice (which notice must be received by the Administrative Agent in its office located in the United Kingdom prior to 10:00 A.M., London time, three Business Days prior to the requested Borrowing Date) specifying (a) the amount to be borrowed and the Foreign Currency with respect thereto, (b) the requested Borrowing Date and (c) the initial Interest Periods with respect thereto.  Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof and of the amount of such Lender’s Loan to be made as part of the requested borrowing.  Each borrowing of Foreign Currency Loans or UK Foreign Currency Loans shall be a Eurocurrency Loan in a minimum amount equal to the Foreign Currency Equivalent of $3,000,000 in the relevant Foreign Currency or a whole multiple of approximately $500,000 in excess thereof.  Each Lender shall make each

34

Foreign Currency Loan or UK Foreign Currency Loan, as applicable, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds, by (i) 11:00 A.M., New York City time, in the case of Foreign Currency Loans, or (ii) 11:00 A.M. London time, in the case of UK Foreign Currency Loans, in each case, to the account of the Administrative Agent most recently designated by it for such purposes for Foreign Currency Loans and UK Foreign Currency Loans by notice to the Lenders.  The Administrative Agent will make such Foreign Currency Loans and UK Foreign Currency Loans available to Monster Worldwide or the UK Borrowers, as applicable, by promptly crediting the amounts so received, in like funds, to an account in accordance with instructions provided by Monster Worldwide or the UK Borrowers, as applicable, to the Administrative Agent.

2.17.                         Foreign Currency Charges .  Monster Worldwide or the UK Borrowers, as applicable, shall pay or reimburse each Lender and the Administrative Agent for such normal and customary costs and expenses as are incurred or charged by such Lender or the Administrative Agent in connection with the conversion of any Foreign Currency into Dollars.

SECTION 3     AMOUNTS AND TERMS OF COMMITMENT DECREASES AND
INCREASES

3.1.                               Revolving Credit Commitment Decreases .  Monster Worldwide may, upon not less than five (5) Business Days’ prior written notice (such notice, a “ Revolving Commitment Decrease Notice ”) to the Administrative Agent, decrease the Total Revolving Commitments in a minimum amount equal to at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof, unless , after giving effect thereto and to any prepayments of Loans made on the effective date thereof, the total amount of all Revolving Loans, Swingline Loans, Foreign Currency Loans, UK Foreign Currency Loans and L/C Obligations together would exceed the amount of the Total Revolving Commitments.  In accordance with the terms of this Section, the Revolving Commitment Decrease Notice must specify the amount of the proposed decrease and the date upon which the decrease is requested to be effective.  Once reduced in accordance with this Section, the Total Revolving Commitments may not be increased.  Any reduction of the Total Revolving Commitments shall be applied to each Lender according to such Lender’s Revolving Percentage.

3.2.                               Revolving Credit Commitment Increases . (a)  In the event that Monster Worldwide wishes to increase the Total Revolving Commitment at any time (subject to the limitations of paragraph (e) below) when no Default or Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default has occurred and is continuing, Monster Worldwide shall notify the Administrative Agent in writing of the amount (the “ Revolving Offered Increase Amount ”) of such proposed increase (such notice, a “ Revolving Commitment Increase Notice ”) in a minimum amount equal to at least $5,000,000.  Monster Worldwide may, at its election, (i) offer the Lenders the opportunity to provide all or a portion of any Revolving Offered Increase Amount pursuant to paragraph (c) below (allocations will be based on the ratio of each Lender’s proposed commitment increase, if any, to the aggregate of all proposed increased commitments) and/or (ii) with the consent of the Administrative Agent and any Issuing Lender of any then outstanding Letter of Credit (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such Revolving Offered

35

Increase Amount pursuant to paragraph (b) below.  Each Revolving Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities Monster Worldwide desires to provide such Revolving Offered Increase Amount.  Monster Worldwide or, if requested by Monster Worldwide, the Administrative Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer.

(b)                                  Any additional bank, financial institution or other entity which Monster Worldwide selects to offer participation in any increased Total Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to clause (ii) of Section 3.2(a) shall execute a New Lender Supplement with Monster Worldwide, the Administrative Agent and any Issuing Lender of any then outstanding Letter of Credit, substantially in the form of Exhibit K-1, whereupon such bank, financial institution or other entity (herein called a “ New Revolving Lender ”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that the Revolving Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000.

(c)                                   Any Lender which accepts an offer to it by Monster Worldwide to increase its Revolving Commitment pursuant to clause (i) of Section 3.2(a) shall, in each case, execute a Commitment Increase Supplement with Monster Worldwide subject to the consent of, the Syndication Agent, any Issuing Lender of any then outstanding Letter of Credit and the Administrative Agent (which consent shall not be unreasonably withheld), substantially in the form of Exhibit K-2, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased.

(d)                                  On any Increase Effective Date pursuant to Section 3.2, (i) each bank, financial institution or other entity that is a New Revolving Lender pursuant to Section 3.2(b) or any Lender which has increased its Revolving Commitment pursuant to Section 3.2(c) shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Revolving Percentage of such outstanding Revolving Loans and (ii) Monster Worldwide shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by Monster Worldwide in accordance with the requirements of Section 2.2).  The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurocurrency Loan denominated in Dollars shall be subject to indemnification by Monster Worldwide pursuant to the provisions of Section 4.11 if the deemed payment occurs other than on the last day of the related Interest Periods.

(e)                                   Notwithstanding anything to the contrary in this Section 3.2, (i) in no event shall any transaction effected pursuant to this Section 3.2 cause the sum of Total Revolving Commitments to exceed $125,000,000 (the “ Maximum Commitment Increase ”), (ii) in no event shall there be more than one Increase Effective Date in any calendar year and (iii) no Lender

36

shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion.

(f)                                     The Administrative Agent shall have received on or prior to each Increase Effective Date, for the benefit of the Lenders, (i) a legal opinion of counsel to Monster Worldwide covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) certified copies of resolutions of Monster Worldwide authorizing such Revolving Offered Increase Amount.

SECTION 4     GENERAL PROVISIONS APPLICABLE
TO LOANS AND LETTERS OF CREDIT

4.1.                               Optional Prepayments .  (a)  The Borrowers may at any time and from time to time prepay the Loans (other than Foreign Currency Loans and UK Foreign Currency Loans), in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurocurrency Loans denominated in Dollars and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans denominated in Dollars or Base Rate Loans; provided , that if a Eurocurrency Loan denominated in Dollars is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid.  Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof.  Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

(b)                                  The Borrowers may at any time and from time to time prepay Foreign Currency Loans and UK Foreign Currency Loans, in whole or in part, without premium or penalty except as specified in Section 4.11, upon irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, four Business Days before the date of prepayment) specifying the date and amount of prepayment.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to Section 4.11 and accrued interest to such date on the amount prepaid.  Partial prepayments of Foreign Currency Loans and UK Foreign Currency Loans shall be in a minimum principal amount equal to the Foreign Currency Equivalent of $1,500,000 in the relevant Foreign Currency or a multiple of the Foreign Currency Equivalent of approximately $500,000 in the relevant Foreign Currency in excess thereof.

4.2.                               Mandatory Prepayments .  (a)  The application of any prepayment pursuant to Section 4.2 shall be made, first , to Base Rate Loans and, second , to Eurocurrency Loans.  Each

37

prepayment of the Loans under Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(b)                                  If, on any Calculation Date, (i) the Dollar Equivalent of the aggregate outstanding principal amount of the Revolving Extensions of Credit to the UK Borrowers exceeds an amount equal to 105% of the UK Subsidiary Sublimit or (ii) the Total Revolving Extensions of Credit to the Borrowers exceeds the Total Revolving Commitments, the UK Borrowers (in the case of clause (i) of this Section 4.2(b)), or the Borrowers (in the case of clause (ii) of this Section 4.2(b)), as applicable, shall, without notice or demand, immediately repay such amount of the outstanding Loans in an aggregate principal amount such that, after giving effect thereto, (x) the Total Revolving Extensions of Credit to the UK Borrowers do not exceed the UK Subsidiary Sublimit and (y) the Total Revolving Extensions of Credit to the Borrowers does not exceed the Total Revolving Commitments, together with interest accrued to the date of such payment or prepayment on the principal so prepaid if required hereby and any amounts payable under Section 4.11 in connection therewith; provided that in the case of clause (ii), the UK Borrowers shall not be required to repay an amount in excess of the outstanding UK Foreign Currency Loans.  Any prepayment of Revolving Loans shall first be applied to prepay any outstanding Swingline Loans.  The Borrowers may in lieu of prepaying Eurocurrency Loans, Foreign Currency Loans and/or UK Foreign Currency Loans in order to comply with this paragraph deposit amounts in Dollars (in the case of Eurocurrency Loans) or the relevant Foreign Currency, in a Cash Collateral Account in accordance with the next succeeding sentence equal to the aggregate principal amount of Eurocurrency Loans, Foreign Currency Loans and/or UK Foreign Currency Loans required to be prepaid.  To the extent that after giving effect to any prepayment of Loans required by this paragraph and any deposits made pursuant to the next sentence by the US Borrowers, the Total Revolving Extensions of Credit at such time exceeds the Total Revolving Commitments, the UK Borrowers, shall, without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the amount by which Total Revolving Extensions of Credit exceed the amount equal to the Total Revolving Commitment, provided that the UK Borrowers shall not be required to deposit an amount in excess of the outstanding UK Foreign Currency Loans. To the extent that after giving effect to any prepayment of Loans required by this paragraph and any deposits made pursuant to the preceding sentence by the UK Borrowers, the Total Revolving Extensions of Credit at such time exceeds the Total Revolving Commitments, the US Borrowers, shall, without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative Agent, an amount equal to the amount by which Total Revolving Extensions of Credit exceeds the amount equal to the Total Revolving Commitment.  The Administrative Agent shall apply any cash deposited in the Cash Collateral Account (to the extent thereof) to pay any Reimbursement Obligations which are or become due thereafter and/or to repay Foreign Currency Loans, UK Foreign Currency Loans and Eurocurrency Loans at the end of the Interest Periods therefor, provided that, (x) the Administrative Agent shall release to the Borrowers from time to time such portion of the amount on deposit in the Cash Collateral Account to the extent such amount is not required to be so deposited in order for the Borrowers to be in compliance with this paragraph, (y) the Administrative Agent may so apply such cash at any time after the occurrence and during the continuation of an Event of Default and (z) the Administrative Agent shall not use any amounts deposited by the UK Borrowers to repay any amounts owed by the US Borrowers.  “ Cash Collateral Account ” means an account specifically established by the Borrowers wi