Exhibit 10.30
AMENDMENT NO. 3
TO
SECURED REVOLVING CREDIT AGREEMENT
Dated as of December 31,
2003
THIS AMENDMENT NO. 3 (this “
Amendment ”) to the SECURED REVOLVING CREDIT AGREEMENT
among MONSTER WORLDWIDE, INC., a Delaware corporation (“
Monster Worldwide ”), TMP WORLDWIDE LIMITED (“
TMPWL ”), an indirect wholly owned subsidiary of
Monster Worldwide organized under the laws of the United Kingdom,
BARTLETT SCOTT EDGAR LIMITED (“ BSEL ”, together
with TMPWL, the “ UK Borrowers ”), an indirect
wholly owned subsidiary of Monster Worldwide organized under the
laws of the United Kingdom, the other “Subsidiary
Borrowers” party from time to time thereto (each a “
Borrower ,” collectively the “ Borrowers
”), the several banks and other financial institutions or
entities from time to time parties thereto (the “
Lenders ”), FLEET NATIONAL BANK, as sole lead arranger
and as administrative agent (in such capacity, the “
Administrative Agent ”), THE ROYAL BANK OF SCOTLAND
PLC, as syndication agent, and LASALLE BANK NATIONAL ASSOCIATION,
as documentation agent.
PRELIMINARY STATEMENT
:
The Borrowers,
the Lenders and the Agents have entered into a Secured Revolving
Credit Agreement dated as of April 7, 2003 (as amended,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”). Capitalized terms not
otherwise defined in this Amendment have the same meanings as
specified in the Credit Agreement. The parties hereto agree
as follows:
SECTION 1.
AMENDMENTS TO CREDIT
AGREEMENT
1.1
Addition of New Definition of
“Bank Guarantee” . A new definition of “Bank
Guarantee is hereby added to the Credit Agreement as
follows:
“ Bank Guarantee
”: a guarantee, bond or counter indemnity issued or to be
issued at the request of Monster Worldwide by a Issuing Lender to
any other Person.
1.2
Amendment to Definition of
“Business Day” . The definition of “Business
Day” is hereby amended by deleting such definition in its
entirety and substituting the following therefor:
“ Business Day ”:
means a day other than Saturday, Sunday or other day on which
commericial 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.
1.3
Amendment to Definition of
“Foreign Currency” . The definition of “Foreign
Currency” is hereby amended by deleting such definition in
its entirety and substituting the following therefor:
“ 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
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, Indian Rupee, Japanese Yen, Malaysian Ringitt, New
Zealand Dollars, 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.
1.4
Amendment to Definition of
“Permitted Acquisition” . The definition of “Permitted
Acquisition” is hereby amended by deleting such definition in
its entirety and substituting the following therefor:
“ 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 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
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1.5
Amendment to Definition of
“L/C Commitment” . The definition of “L/C
Commitment” is hereby amended by deleting such definition in
its entirety and substituting the following therefor:
“ L/C Commitment
”: $50,000,000.
1.6
Amendment to
Section 2.7(a). Section 2.7(a) of the Credit
Agreement is hereby amended by deleting such Section in its
entirety and substituting the following therefor:
(a)
Subject to the terms and conditions
hereof, each Issuing Lender, in reliance on the agreeements 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 any obligation 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 renewal 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.
1.7
Amendment to
Section 8.1(c) . Section 8.1(c) of the Credit
Agreement is hereby amended by deleting such Section in its
entirety and substituting the following therefor:
(c)
Net Worth . Permit, at any time, Net Worth to be
less than $360,000,000 plus 50% of the Consolidated Net
Income (if positive) of Monster Worldwide after April 1,
2003.
1.8
Amendment to
Section 8.5(f)(ii) . The words “Non-Guarantor” is
hereby deleted from Section 8.5(f)(ii) and the words
“(that is not a Borrower)” inserted after the word
“Subsidiary” and before the words “or
minority” in Section 8.5(f)(ii).
1.9
Amendment to
Section 8.5(f)(C) . Section 8.5(f)(C) of the Credit
Agreement is hereby amended by deleting clause (C) of such
Section in its entirety and substituting the following
therefor:
and (C) (I) at least 80% of the
consideration received in any such Disposition shall be in cash, or
(II) at least 50% of the consideration received in any
such
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Disposition shall be in cash and the
remaining portion of such consideration is comprised of debt
obligations or securities or equity securities of the acquiring
Person; provided , however , that the foregoing cash
consideration requirements of this clause (C) shall not apply to
Dispositions of Property having a fair market value of less than
$10,000,000 (each a “ De-Minimus Distribution
”), provided further , that the aggregate fair
market value of all such De-Minimus Distributions during the term
of this Agreement shall not exceed $100,000,000.
1.10
Amendment to
Section 8.8(h) . Section 8.8(h) of the Credit
Agreement is hereby
