SECURED REVOLVING CREDIT AGREEMENT among TMP 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...

Exhibit 10.1

EXECUTION COPY

$ 100,000,000

SECURED REVOLVING CREDIT AGREEMENT

among

TMP WORLDWIDE INC.
TMP WORLDWIDE LIMITED,
XXXXXXXX XXXXX XXXXX 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

FLEET NATIONAL BANK,
as Administrative Agent

Dated as of April 7, 2003

FLEET NATIONAL BANK,

as Sole Lead Arranger

TABLE OF CONTENTS

SECTION 1		DEFINITIONS
	1.1.	Defined Terms
	1.2.	Other Definitional Provisions
	1.3.	Currency Conversion
SECTION 2		AMOUNT AND TERMS OF REVOLVING COMMITMENTS
	2.1.	Revolving Commitments
	2.2.	Procedure for Revolving Loan Borrowing
	2.3.	Swingline Commitment
	2.4.	Procedure for Swingline Borrowing; Refunding of Swingline Loans
	2.5.	Commitment Fees, etc
	2.6.	Termination of Revolving Commitments
	2.7.	L/C Commitment
	2.8.	Procedure for Issuance of Letter of Credit
	2.9.	Fees and Other Charges
	2.10.	L/C Participations
	2.11.	Reimbursement Obligation of TMP
	2.12.	Obligations Absolute
	2.13.	Letter of Credit Payments
	2.14.	Applications
	2.15.	Foreign Currency Loans and UK Foreign Currency Loans
	2.16.	Procedure for Foreign Currency Loan and UK Foreign Currency Loan Borrowings
	2.17.	Foreign Currency Charges
SECTION 3		AMOUNTS AND TERMS OF COMMITMENT DECREASES
	3.1.	Revolving Credit Commitment Decreases
SECTION 4		GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT
	4.1.	Optional Prepayments
	4.2.	Mandatory Prepayments
	4.3.	Conversion and Continuation Options
	4.4.	Limitations on Eurocurrency Tranches
	4.5.	Interest Rates and Payment Dates
	4.6.	Computation of Interest and Fees
	4.7.	Inability to Determine Interest Rate
	4.8.	Pro Rata Treatment and Payments
	4.9.	Requirements of Law
	4.10.	Taxes
	4.11.	Indemnity
	4.12.	Change of Lending Office

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	4.13.	Replacement of Lenders
	4.14.	Evidence of Debt
	4.15.	Illegality
	4.16.	Foreign Currency Exchange Rate
SECTION 5		REPRESENTATIONS AND WARRANTIES
	5.1.	Formation and Qualification
	5.2.	Corporate Power and Authority
	5.3.	Legally Enforceable Agreement
	5.4.	Executive Offices
	5.5.	ERISA
	5.6.	Compliance with Laws
	5.7.	Solvency
	5.8.	Investment Company Act; Other Regulations
	5.9.	No Litigation
	5.10.	Federal Regulations
	5.11.	Labor
	5.12.	Subsidiaries
	5.13.	Material Contracts
	5.14.	Financial Statements
	5.15.	Patents, Trademarks, Copyrights and Licenses
	5.16.	Accountants
	5.17.	No Defaults
	5.18.	Taxes
	5.19.	No Change
	5.20.	Accounts
	5.21.	Accuracy of Information, etc
	5.22.	Cash Balance
SECTION 6		CONDITIONS PRECEDENT AND ADDITION OF BORROWERS
	6.1.	Conditions to Initial Extension of Credit
	6.2.	Conditions to Each Extension of Credit
	6.3.	Addition of  Borrowers
SECTION 7		AFFIRMATIVE COVENANTS
	7.1.	Financial Statements
	7.2.	Certificates; Other Information
	7.3.	Payment of Obligations
	7.4.	Maintenance of Existence; Compliance
	7.5.	Maintenance of Property; Insurance
	7.6.	Annual Field Exam, Inspection of Property; Books and Records; Discussions
	7.7.	Notices
	7.8.	Environmental Laws
	7.9.	Additional Collateral, etc
	7.10.	Use of Proceeds
	7.11.	Further Assurances
	7.12.	Pledge of Foreign Subsidiary Stock

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	7.13.	Post-Closing Matters
SECTION 8		NEGATIVE COVENANTS
	8.1.	Financial Condition Covenants.
	8.2.	Indebtedness
	8.3.	Liens
	8.4.	Fundamental Changes
	8.5.	Disposition of Property
	8.6.	Restricted Payments
	8.7.	Hedge Agreements
	8.8.	Investments
	8.9.	Transactions with Affiliates
	8.10.	Sales and Leasebacks
	8.11.	Changes in Fiscal Periods
	8.12.	Negative Pledge Clauses
	8.13.	Clauses Restricting Subsidiary Distributions
	8.14.	Lines of Business
SECTION 9		EVENTS OF DEFAULT
SECTION 10		THE AGENTS
	10.1.	Appointment
	10.2.	Delegation of Duties
	10.3.	Exculpatory Provisions
	10.4.	Reliance by Agent
	10.5.	Notice of Default
	10.6.	Non-Reliance on Agents and Other Lenders
	10.7.	Indemnification
	10.8.	Agent in Its Individual Capacity
	10.9.	Successor Administrative Agent
	10.10.	Agent Generally
	10.11.	The Documentation Agent, Syndication Agent and Lead Arranger
SECTION 11		MISCELLANEOUS
	11.1.	Amendments and Waivers
	11.2.	Notices
	11.3.	No Waiver; Cumulative Remedies
	11.4.	Survival of Representations and Warranties
	11.5.	Payment of Expenses and Taxes
	11.6.	Successors and Assigns; Participations and Assignments
	11.7.	Adjustments; Set-off
	11.8.	Counterparts
	11.9.	Severability
	11.10.	Integration
	11.11.	GOVERNING LAW
	11.12.	Submission To Jurisdiction; Waivers
	11.13.	Acknowledgments

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	11.14.	Releases of Guarantees and Liens
	11.15.	Confidentiality
	11.16.	WAIVERS OF JURY TRIAL
	11.17.	Addition of Foreign Subsidiaries as Borrowers
	11.18.	Conversion of Currencies
	11.19.	Interest Rate Limitation
	11.20.	Borrowings by the UK Borrowers

ANNEX:
A	Pricing Grid
B	Commitment Schedule
SCHEDULES:
1.1(b)	Specified Hedge Agreements
5.2	Consents, Authorizations, Filings and Notices
5.4	Offices Where Books/Records re Collateral Located
5.9	Litigation
5.12(a)	Subsidiaries
5.12(b)	Outstanding Equity Commitments
5.13	Material Contracts
7.13(a)	UK Borrowers Post-Closing Matters
7.13(b)	US Borrowers Post-Closing Matters
8.2(d)	Existing Indebtedness
8.3(k)	Existing Liens
8.8(e)	Existing Investments
8.12(c)	Specified Contracts-Liens
EXHIBITS:
A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Assignment and Assumption
E-1		Form of Legal Opinion of Fulbright & Xxxxxxxx, LLP
E-2		Form of Legal Opinion of UK Counsel
F		Form of Exemption Certificate
G-1		Form of Note of TMP
G-2		Form of Note of UK Borrowers
G-3		Form of Swingline Note
H		Form of Borrowing Base Certificate
I		Form of Debenture
J		Form of Share Charge
K		Form of Borrower Supplement

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SECURED REVOLVING CREDIT AGREEMENT, dated as of April 7, 2003, among TMP WORLDWIDE INC., a Delaware corporation (“TMP”), TMP WORLDWIDE LIMITED (“TMPWL”), an indirect wholly owned subsidiary of TMP organized under the laws of the United Kingdom, XXXXXXXX XXXXX XXXXX LIMITED (“BSEL”, with TMPWL, the “UK Borrowers”), an indirect wholly owned subsidiary of TMP 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”), FLEET NATIONAL BANK, as sole lead arranger (in such capacity, the “Lead Arranger”) and 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) TMP was a party to that certain Third Amended and Restated Accounts Receivable Management Security Agreement, dated as of November 5, 1998 (as amended, supplemented or otherwise modified through the date hereof, the “Existing Credit Agreement”), among TMP, GMAC Commercial Credit LLC, as successor-in-interest to BNY Financial Corporation (“GMACCC”), as administrative agent for the financial institutions from time to time parties thereto (with GMACCC, collectively the “Existing Lenders”), the Existing Lenders, (ii) certain of TMP’s U.K. Subsidiaries are parties to invoice discounting arrangements with GMAC Commercial Finance Limited, as successor-in-interest to BNY Financial Limited (the “Existing UK Facility”) and (iii) certain of TMP’s Canadian Subsidiaries are parties to that certain Accounts Receivable Management Agreement, dated March 13, 1995, with GMAC Commercial Finance Corporation, as successor-in-interest to BNY Financial Corporation-Canada (together with the Existing Credit Agreement and the Existing UK Facility, the “Existing Credit Facilities”); and

WHEREAS, the Existing Credit Facilities have been terminated;

WHEREAS, TMP has requested that the Lenders hereto 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.

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

“Account Receivable”: means (a) a present or future right of any Borrower or Domestic Subsidiary to payment for goods sold, consigned or leased, or for services rendered, including without limitation, with respect to any Borrower incorporated under the laws of any State in the United States, an “account” (as such term is used and/or defined in the UCC) and, with respect to any other Borrower, an “account” (or such similar term as is used and/or defined in the applicable Security Agreement of such Borrower) and (b) the proceeds thereof.

“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 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) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”:  this Secured Revolving Credit Agreement.

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

“Alternate Base Rate”:  means, for any day, a rate per annum equal to the greater of (a) the rate of interest announced or quoted by the Administrative Agent from time to time as its prime rate for commercial loans, whether or not such rate is the lowest rate charged by the Administrative Agent to its most preferred borrowers (or such comparable reference rate designated by the Administrative Agent as a substitute therefor if such prime rate is discontinued

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by the Administrative Agent as a standard), and (ii) the Federal Funds Rate in effect on such day plus 0.5%.

“Alternate Base Rate Loan”:  shall mean any loan that bears interest based upon the Alternate Base Rate.

“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 Alternate Base Rate Loans and Eurocurrency Loans shall be the percentage set forth in the Pricing Grid.

“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).

“Assignment and Assumption”:  an Assignment and Assumption, substantially in the form of Exhibit D.

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

“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).

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

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

“Borrowing Base”:  means at any date of determination thereof, an amount equal to 85% of Eligible Billed Accounts Receivable plus the lesser of (a) 70% of Eligible Unbilled Accounts Receivables and (b) 50% of the aggregate amount of the Total Revolving Commitments.

“Borrowing Base (US)”:  means at any date of determination thereof, an amount equal to 85% of Eligible Billed Accounts Receivable of TMP and all Domestic Subsidiaries which are Subsidiary Guarantors plus the lesser of (a) 70% of the Eligible Unbilled Accounts Receivables of TMP and all Domestic Subsidiaries which are Subsidiary Guarantors and (c) 50% of the aggregate amount of the Total Revolving Commitments.

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“Borrowing Base Certificate”:  means a certificate by a responsible officer of TMP substantially in the form of Exhibit H (or such other form acceptable to the Administrative Agent) setting forth the calculation of the Borrowing Base and Borrowing Base (US), including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to the Administrative Agent.  All calculations of the Borrowing Base and Borrowing Base (US) in connection with any Borrowing Base Certificate shall originally be made by TMP and certified as true and correct to the Administrative Agent; provided that the Administrative Agent shall have the right to review and adjust, in the exercise of its credit judgment and after consultation with TMP, any such calculation to the extent such calculation is not in accordance with this Agreement.

“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 a 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, 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.

“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)

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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 Xxxxx’x 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 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.

“Close Date”:  the final date for the submission of or the cancellation of a yellow pages advertisement as determined by the respective directory publisher.

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“Close Date Receivable”:  Account Receivables (including without limitation Media Billing Receivables and Recruitment Media Billing Receivables) where the Close Date has passed but the Publication Date has not yet occurred and the Account Receivable has not yet been invoiced.

“Closing Date”:  the date on which the conditions precedent set forth in Section 6.1 shall have been satisfied, which date shall be no later than April 30, 2003.

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

“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.

“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 TMP (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 TMP on a Consolidated basis for any applicable fiscal period, each calculated for such period in accordance with GAAP, the sum of:  (a) net income for such period (excluding extraordinary or non-recurring non-cash charges, gains or losses but including losses attributable to foreign currency transactions) plus

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(b) all charges against income for such period for federal, state and local income taxes actually paid or accrued, plus (c) total interest expense, plus (d) depreciation, amortization (including amortization of any goodwill or other general intangibles) and impairment charges, 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 (g) restructuring and reorganization charges charged in the quarters subsequent to the quarter ended March 31, 2003 related to the Spin-off Transaction.

“Consolidated Interest Expense”:  for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of TMP 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 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 TMP and its Consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Debt”:  means at any date, the aggregate principal amount of all Indebtedness of TMP and its Consolidated Subsidiaries at such date, determined on a Consolidated basis and required to be reflected on the Borrowers’ balance sheet in accordance with GAAP.

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

“Contractual Obligation”:  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.

“Customer”:  means and includes the account debtor with respect to any Account Receivable, and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Borrower or Domestic Subsidiary, pursuant to which any Borrower or Domestic Subsidiary is to deliver any personal property or perform any services.

“Cycle Billing”:  means yellow page xxxxxxxx made by the Borrowers to a Customer on the basis of equal monthly installments, the first installment to be billed no later than the first month following the Publication Date in an amount equal to between 1/2 and 1/12 of the xxxxxxxx to such Customer with respect to the applicable directory; provided that the Borrowers may not change the billing terms with respect to specific services rendered.

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“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”:  any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Disposition”:  with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed of” shall have correlative meanings.

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

“Dollar Equivalent”:  at any time as to any amount denominated in a Foreign Currency, the equivalent amount in Dollars as determined by the Administrative Agent 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 “$”:  dollars in lawful currency of the United States.

“Domestic Subsidiary”:  any Subsidiary of TMP organized under the laws of any jurisdiction within 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.

“EBITDAR”:  means shall mean, with respect to TMP on a Consolidated basis for any applicable fiscal period, each calculated for such period in accordance with GAAP, the sum of: Consolidated EBITDA plus rent expense for such period.

“Eligible Billed Account Receivable”:  means and includes each Account Receivable which conforms to the following criteria:

(a)           Administrative Agent is, and continues to be, in the good faith exercise of its reasonable discretion satisfied with the credit standing of the Customer in relation to the amount of credit extended;

(b)           it is documented by an invoice in a form approved by the Administrative Agent (evidence of which has been received by the Administrative Agent or, in the Administrative Agent’s sole discretion, has been sent to but not yet received by the Administrative Agent) and shall not be unpaid more than:  (x) ninety (90) days from due date, (y) one hundred and twenty (120) days from invoice date, all with respect to regular billing and (z) three hundred sixty (360) days from the first invoice date with respect to Cycle Billing;

(c)           less than 75% of the unpaid amount of invoices due from such Customer remain unpaid more than ninety (90) days from due date; and

(d)           is otherwise satisfactory to the Administrative Agent as determined in good faith by the Administrative Agent in the reasonable exercise of its discretion.

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For purposes hereof, the net amount of Eligible Account Receivables at any time shall be the face amount of such Eligible Account Receivables less any and all returns, rebates, discounts (which may, at the Lenders’ option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing claimed by Customers, granted, outstanding or payable in connection with such accounts at such time.

“Eligible Unbilled Account Receivable”:  means and includes each (i) Recruitment Media Billing Receivable and Media Billing Receivable until the earlier of the invoice date or 60 days after Publication Date, (ii) Close Date Receivable where the Publication Date is less than 60 days in the future and (iii) Cycle Billing which is not unpaid more than 360 days from the first invoice date with respect thereto, and the first invoice date is not later than one month after the Publication Date and in each case which would constitute an Eligible Billed Account Receivable except that it has not been documented by an invoice but which shall not be duplicative of Eligible Billed Account Receivable.  An Eligible Unbilled Account Receivable shall become an Eligible Billed Account Receivable once it is invoiced.

“Environmental Laws”:  any and all laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as have been, are now, or may at any time hereafter be in effect.

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

“Eurocurrency Base Rate”:  with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, the rate per annum determined on the basis of the rate for deposits in Dollars (or, in the case of a Eurocurrency Loan that is a Foreign Currency Loan or UK Foreign Currency Loan, the applicable Foreign Currency) for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 (or on the Page for the applicable Foreign Currency) of the Telerate screen as of 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear on Page 3750 (or on the Page for the applicable Foreign Currency) of the Telerate screen (or otherwise on such screen), the Eurocurrency Base Rate shall be determined by reference to such other comparable publicly available service for displaying Eurocurrency Rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits (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) at or about 11:00 A.M., local time, two Business Days prior to the beginning of such Interest Period in the interbank eurocurrency market where its eurocurrency and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“Eurocurrency Loans”:  Loans the rate of interest applicable to which is based upon the Eurocurrency Rate, including Foreign Currency Loans and UK Foreign Currency Loans.

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“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 Base Rate

1.00 - Eurocurrency Reserve Requirements

“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 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”:  any of the events 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, the rate at which such currency may be exchanged into any other currency, as set forth at approximately 11:00 A.M., New York City time, on such date on the Reuters World Currency Page for such currency.  In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 A.M., local time, on such date for the purchase of Dollars with the relevant currency for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrowers, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Existing Credit Facilities”:  as defined in the recitals to this Agreement.

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

“Federal Funds Effective Rate”:  for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve

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Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Reference Lender from three federal funds brokers of recognized standing selected by it.

“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 Consolidated EBITDAR for the twelve month period ending on such day to (b) Consolidated Interest Expense for the twelve month period ending on such day plus rent expense payable for the twelve month period ending on such day plus scheduled payments of principal of Indebtedness of TMP and its Consolidated Subsidiaries for the twelve month period ending on such day.

“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 and (b) solely with respect to any Letter of Credit, each of British Pounds Sterling, the Euro and any other currency approved by the Required Lenders.

“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 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 of the Borrowers that is not a Domestic Subsidiary.

“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 as in effect from time to time.  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 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

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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”:  any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Guarantee and Collateral Agreement”:  the Guarantee and Collateral Agreement to be executed and delivered by TMP 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 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.

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“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-Xxxxxx 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.

“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 xxx 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 Alternate 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, (b) as to any Eurocurrency Loan, the last day of such Interest Period, (c) as to any Swingline Loan, the day that such Loan is required to be repaid, provided however, that if any Interest Period for a Eurocurrency Loan

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exceeds three months, the date that falls three months after the beginning of such Interest Period and after each Interest Payment Date thereafter is also an Interest Payment Date.

“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 week, one month, two, three 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.

“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.

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

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

“L/C Commitment”:  $20,000,000.

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

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“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 Dollar Equivalent of Letters of Credit issued in Foreign Currencies) and (b) the aggregate amount of drawings under Letters of Credit (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.

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

“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.

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

“Lien”:  any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan”:  any loan made by any Lender 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.

“Material Adverse Effect”:  a material adverse effect on (a) the business, assets, property, condition (financial or otherwise), results of operations or prospects of TMP and its Subsidiaries, taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder.

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

“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

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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 Rate”:  as defined in Section 11.19.

“Media Billing Receivables”:  means Account Receivables (other than Recruitment Media Billing Receivables) where the Account Receivable is not invoiced until the Publication Date has passed, generally because the holder of such Account Receivable must deliver to the Customer a copy of the advertisement which appears in the directory publication with the invoice.

“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 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”:  a “multiemployer” plan as defined in Section 4001(a)(3) of ERISA.

“Net Worth”:  at a particular date means (a) the aggregate amount of all assets of TMP 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 TMP on a Consolidated basis as may be properly classified as such in accordance with GAAP consistently applied.

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

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

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

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

“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,

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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”:  any and 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 from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

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

“PBGC”:  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Acquisition”:  the acquisition by the Borrowers or any of their Subsidiaries of the Capital Stock 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) such other Person becomes a Subsidiary of such Person and to the extent such Subsidiary is a Domestic Subsidiary, such Domestic Subsidiary becomes a party to this Agreement, (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”:  an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“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.

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“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 Alternate 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.

“Pro-Forma Net Cash Balance”:  means as of the most recently reported quarter, the amount of TMP’s global cash and Cash Equivalents on a consolidated basis minus the amount of cash and Cash Equivalents consideration paid by the Borrowers for all Permitted Acquisitions since TMP’s most recently reported quarter end minus any outstanding borrowings under this Facility.

“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.

“Publication Date”:  shall mean (a) with respect to directory publications, the date on which such issue takes effect, (b) with respect to publications other than directory publications, the date on which such publication is released to the general public, and (c) with respect to TV, radio and other electronic media, the date an advertisement is aired to the general public.

“Recruitment Media Billing Receivables”:  shall mean Account Receivables (other than Media Billing Receivables) arising out of recruitment advertising services where the Account Receivable is not invoiced until the respective advertisement has been published in the newspaper, magazine, or other publication or where the advertisement has been broadcast on the radio, television or other electronic media.

“Reference Lender”:  Fleet National Bank.

“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).

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

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“Reimbursement Obligation”:  the obligation of TMP to reimburse each Issuing Lender pursuant to Section 2.11 for amounts drawn under Letters of Credit issued by such Issuing Lender.

“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 under subsections .27, .28, .29, .30, ..31, .32, .34 or .35 of PBGC Reg. § 4043.

“Required Lenders”:  at any time, (a) until the Closing Date, the holders of more than 51% of the Total Revolving Commitments then in effect and (b) thereafter, the holders of more than 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”:  the chief executive officer, president, general counsel, chief financial officer or the treasurer of each Borrower, but in any event, with respect to financial matters, the chief financial officer or the treasurer of each Borrower.

“Restricted Payments”  as defined in Section 8.6.

“Revolving Commitment”:  means as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans, Letters of Credit, Foreign Currency Loans and UK Foreign Currency Loans in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” under such Lender’s name on the Commitment Schedule or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

“Revolving Commitment Period”:  means the period from and including the Closing Date to the Revolving Termination Date.

“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

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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 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 the third anniversary of the Closing Date.

“SEC”:  the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“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 charge over shares in TMPWL to be executed by TMP Worldwide Holdings Limited (“TMPWHL”), and (ii) the charge over shares in BSEL to be executed by Xxxxxxxx Xxxxxx Holdings Limited (“BHL”), each in favor of the Administrative Agent substantially in the form of Exhibit J.

“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,

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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, and any other Hedge Agreements listed on Schedule 1.1(b) without given effect to any extension of the termination or maturity date thereof.  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.

“Spin-off Transaction”:  the distribution of all of the Capital Stock of Xxxxxx Highland Group, Inc. to the stockholders of TMP Worldwide, Inc.

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

“Subsidiary”:  as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or indirect 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 than the Loans) or (iii) becomes a party to the Loan Documents pursuant to Section 7.9(b).

“Swingline Commitment”:  the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.3 in an aggregate principal amount at any one time outstanding not to exceed $5,000,000.

“Swingline Lender”:  Fleet National Bank or such other Lender as is acceptable to the Administrative Agent and the Lenders, in its capacity as the lender of Swingline Loans.

“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.

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“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”:  as to any Loan, its nature as a Alternate Base Rate Loan or a Eurocurrency Loan.

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

“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.

“Upfront Fee”:  means an amount in Dollars equal to 0.625% of the Revolving Commitment of each Lender.

“United States”:  the United States of America.

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

“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,

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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.

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 or such Lender’s Revolving Percentage of the Borrowing Base (US), whichever is less.  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 Alternate 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.

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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 Alternate 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 Closing Date shall initially be Alternate Base Rate Loans.  Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of Alternate 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 TMP, borrowings under the Revolving Commitments that are Alternate 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 TMP by the Administrative Agent crediting the account of TMP 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.

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 TMP under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans denominated in Dollars (“Swingline Loans”) to TMP; 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) TMP 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, TMP 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, TMP may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.  Swingline Loans shall be Alternate Base Rate Loans only.

(b)           TMP 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

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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 TMP 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 TMP on such Borrowing Date by either depositing such proceeds in the account of TMP with the Administrative Agent on such Borrowing Date in immediately available funds or wiring such proceeds to another account as directed by TMP.

(b)           The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of TMP (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 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.  TMP irrevocably authorizes the Swingline Lender to charge TMP’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 TMP 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.

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

2.5.          Commitment Fees, etc.  (a)  TMP agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the 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 amount of the Borrowing Base at such time shall be deemed to be equal to the Revolving Commitment, and (z) 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.

(b)           TMP 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

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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 (“Letters of Credit”) for the account of TMP 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 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) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(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.  TMP 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 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 any Application, an Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and 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 TMP.  Each Issuing Lender shall furnish a copy of such Letter of Credit to TMP (with a copy to the Administrative Agent) promptly following the issuance thereof.  Each Issuing Lender shall promptly furnish to the Administrative Agent, which 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)  TMP will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to

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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, TMP shall pay to the relevant Issuing Lender for its own account a fronting fee on the undrawn and unexpired amount of each Letter of Credit equal to 0.125% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the Issuance Date.

(b)           In addition to the foregoing fees, TMP 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 to the extent that the fees and expenses associated with the issuance of such Letter of Credit exceed the fronting fee therefore as specified in Section 2.9(a).

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.  Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by TMP in accordance with the terms of this Agreement, the related Reimbursement Obligation shall be converted to Dollars pursuant to Section 2.11 and such L/C Participant shall pay to the Administrative Agent upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.  The Administrative Agent shall promptly forward such amounts to the relevant Issuing Lender.

(b)           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 Alternate 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.

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(c)           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 accordance with Section 2.10(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit (whether directly from TMP or otherwise, including proceeds of Collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or such Issuing Lender, as the case may be, 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 or such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, 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 or such Issuing Lender, as the case may be, to it.

(d)           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 TMP may have against any Issuing Lender, TMP 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 TMP.  TMP agrees to reimburse each Issuing Lender on the Business Day (or the third Business Day in the event of a Foreign Currency draft) next succeeding the Business Day on which such Issuing Lender notifies TMP of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other reasonable costs or expenses incurred by such Issuing Lender in connection with such payment.  Each such payment shall be made to the relevant Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds, provided that if TMP does not reimburse such Issuing Lender for any draft paid by such Issuing Lender under any Letter of Credit issued by such Issuing Lender in a Foreign Currency on the date required pursuant to the first sentence of this Section 2.11, such Issuing Lender shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to such Issuing Lender in the interbank market where its foreign currency exchange operations in respect of such Foreign Currency are then being conducted and TMP shall thereafter be required to reimburse such Issuing Lender in Dollars for such Reimbursement Obligation (in the amount so converted).  Interest shall be payable on any such amounts denominated in Dollars from the date on which the relevant draft is paid until the relevant Issuing

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Lender receives payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 4.5(b) and (ii) thereafter, Section 4.5(c).  Interest shall be payable on any such amounts denominated in a Foreign Currency from the date on which the relevant draft is paid until the relevant Issuing Lender receives payment in full or conversion to Dollars as provided herein at the rate determined by the relevant Issuing Lender as its cost of funding such payment.  Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9(f) shall have occurred and be continuing with respect to TMP, in which case the procedures specified in Section 2.10 for funding by L/C Participants shall apply) constitute a request by TMP to the Administrative Agent for a borrowing pursuant to Section 2.2 of Alternate Base Rate Loans (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) in the amount of such drawing except that, in such event, TMP is not deemed to have given any representations and warranties pursuant to Section 6.2.  The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.2 or, if applicable, Section 2.4, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from such Issuing Lender of such drawing under such Letter of Credit.

2.12.        Obligations Absolute.  TMP’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 TMP may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person.  TMP also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and TMP’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 TMP 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 TMP 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. TMP 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 and UCP 500, shall be binding on TMP and shall not result in any liability of such Issuing Lender to TMP.

2.13.        Letter of Credit Payments.  If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall promptly notify TMP of the date and amount thereof.  The responsibility of the relevant Issuing Lender to TMP 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 UCP 500 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.

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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.

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 TMP 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 lesser of the Total Revolving Commitments and the Borrowing Base (US) at such time.  During the Revolving Commitment Period, TMP may borrow, prepay and reborrow Foreign Currency Loans in whole or in part, all in accordance with the terms and conditions hereof.

(b)           TMP 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 lesser of the Total Revolving Commitments and the Borrowing Base 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, TMP 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

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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 $100,000.  Each Lender shall make each 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 TMP 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 TMP or the UK Borrowers, as applicable, to the Administrative Agent.

2.17.        Foreign Currency Charges.  TMP 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

3.1.          Revolving Credit Commitment Decreases.  TMP 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.

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 Alternate 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 Alternate Base Rate Loans;

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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 Alternate Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid.  Partial prepayments 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 $100,000 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 Alternate Base Rate Loans and, second, to Eurocurrency Loans.  Each 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 lesser of Total Revolving Commitments and the Borrowing Base on such date, 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 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 lesser of the Total Revolving Commitments and the Borrowing Base, 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

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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 exceed the lesser of Total Revolving Commitments and the Borrowing Base, 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 lesser of the Total Revolving Commitment and the Borrowing Base, 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 purusant to the preceding sentence by the UK Borrowers, the Total Revolving Extensions of Credit at such time exceed the lesser of Total Revolving Commitments and the Borrowing Base (US), 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 exceed the amount equal to the lesser of the Total Revolving Commitment and the Borrowing Base (US).  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 with the Administrative Agent for purposes of this Section 4.2 and hereby pledged to the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section 4.2.

4.3.          Conversion and Continuation Options.  (a)  The US Borrowers may elect from time to time to convert Eurocurrency Loans denominated in Dollars to Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurocurrency Loans denominated in Dollars may only be made on the last day of an Interest Period with respect thereto.  The US Borrowers may elect from time to time to convert Alternate Base Rate Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor), provided that no Alternate Base Rate Loan may be converted into a Eurocurrency Loan denominated in Dollars when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

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(b)           Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrowers shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency Loans denominated in Dollars shall be automatically converted to Alternate Base Rate Loans on the last day of such then expiring Interest Period and, if the Borrowers shall fail to give such notice of continuation of a Foreign Currency Loan, such Foreign Currency Loan shall be automatically continued for an Interest Period of one month.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

4.4.          Limitations on Eurocurrency Tranches.  Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurocurrency Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans comprising each Eurocurrency Tranche shall be equal to $3,000,000 or a whole multiple of $100,000 in excess thereof and (b) no more than ten Eurocurrency Tranches shall be outstanding at any one time.

4.5.          Interest Rates and Payment Dates.  (a)  Each Eurocurrency Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for such day plus the Applicable Margin.

(b)           Each Alternate Base Rate Loan shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(c)           (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to Alternate Base Rate Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (A) the rate then applicable to Alternate Base Rate Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to Alternate Base Rate Loans under the Revolving Facility plus 2%), in the case of amounts that are owing in Dollars, or (B)(I) the Eurocurrency Rate in respect of the relevant Foreign Currency plus (II) 2%, in the case of amounts owing that are denominated in Foreign Currencies, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

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(d)           Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

4.6.          Computation of Interest and Fees.  (a)  Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to (i) Alternate Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate and (ii) Foreign Currency Loans and UK Foreign Currency Loans denominated in British Pounds Sterling, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrowers and the relevant Lenders of each determination of a Eurocurrency Rate.  Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change becomes effective.  The Administrative Agent shall as soon as practicable notify the Borrowers and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b)           Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrowers, deliver to the Borrowers a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 4.5(a).

4.7.          Inability to Determine Interest Rate.  If prior to the first day of any Interest Period:

(a)           the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or

(b)           the Administrative Agent shall have received notice from the Required Lenders that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or

(c)           a Lender shall have determined (which determination shall be conclusive and binding upon the Borrowers, absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period in respect of any Foreign Currency (any such Foreign Currency is referred to as an “Affected Foreign Currency”),

the Administrative Agent (or the relevant Lender in the case of clause (c) above) shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders (and, in the case of any notice by a Lender, the Administrative Agent) as soon as practicable thereafter.  If such notice is given (x) pursuant to clause (a) or (b) of this Section 4.7 in respect of Eurocurrency Loans denominated in Dollars, then (i) any Eurocurrency Loans denominated in Dollars

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requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans denominated in Dollars shall be continued as Alternate Base Rate Loans and (iii) any outstanding Eurocurrency Loans denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to Alternate Base Rate Loans and (y) in respect of any Foreign Currency Loans, then (i) any Foreign Currency Loans in an Affected Foreign Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any outstanding Foreign Currency Loans in an Affected Foreign Currency shall be due and payable on the first day of such Interest Period.  Until such notice has been withdrawn by the Administrative Agent (or the relevant Lender in the case of clause (c) above), no further Eurocurrency Loans denominated in Dollars under the relevant Facility or Foreign Currency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

4.8.          Pro Rata Treatment and Payments.  (a)  Each borrowing by the Borrowers from the Lenders hereunder, each payment by the Borrowers on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the Revolving Percentages of the relevant Lenders.  Each borrowing by the Borrowers from the Lenders, each payment by the Borrowers on account of any fronting fee and any reduction of the UK Subsidiary Sublimit shall be made pro rata to the Lenders.

(b)           Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.  Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letters of Credit.  Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Foreign Currency Loans and UK Foreign Currency Loans shall be made pro rata according to the respective outstanding principal amounts of the Foreign Currency Loans and UK Foreign Currency Loans then held by the Lenders.

(c)           All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and, subject to Section 4.10, free and clear of, and without any deduction or withholding for, any taxes or other payments and shall be made prior to 1 PM, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds.  The Administrative Agent shall distribute such payments to the Lenders or the Lenders, as applicable, promptly upon receipt in like funds as received.  If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.  In the case of any extension of any payment of principal

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pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(d)           Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount.  If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate per annum reasonably determined by the Administrative Agent to be the cost to it of funding such amount for the period until such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.  If such Lender’s share of Revolving Loans is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Alternate Base Rate Loans, on demand, from the relevant Borrowers. With respect to Foreign Currency Loans and UK Foreign Currency Loans, if such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at a rate per annum reasonably determined by the Administrative Agent to be the cost to it of funding such amount, on demand, from the relevant Borrowers with respect to such Foreign Currency Loans and UK Foreign Currency Loans.

(e)           Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders or the Lenders their respective pro rata shares of a corresponding amount.  If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to (i) in the case of amounts denominated in Dollars, the daily average Federal Funds Effective Rate, and (ii) in the case of amounts not denominated in Dollars, the amount reasonably determined by the Administrative Agent to be the cost to it of funding such amount.  Nothing herein shall be deemed to limit the rights of the Administrative Agent, or any Lender against the Borrowers; provided, that no UK Borrower shall be liable for any Obligations of TMP.

4.9.          Requirements of Law.  (a)  If the adoption of or any change in any law or in the official interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof or in the case of an Assignee or Participant, subsequent to the date of assignment or participation:

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(i)            shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurocurrency Rate hereunder; or

(ii)           shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining Eurocurrency Loans or issuing or participating in Letters of Credit or participating in Foreign Currency Loans or UK Foreign Currency Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, TMP shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b)           If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to TMP (with a copy to the Administrative Agent) of a written request therefor, TMP shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction; provided that TMP shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies TMP of such Lender’s intention to claim compensation therefor; and provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

(c)           If any Governmental Authority of the jurisdiction of any Foreign Currency (or any other jurisdiction in which the funding operations of any Lender shall be conducted with respect to such Foreign Currency) shall have in effect any reserve, liquid asset or similar requirement with respect to any category of deposits or liabilities customarily used to fund loans in such Foreign Currency, or by reference to which interest rates applicable to loans in such Foreign Currency are determined, and the result of such requirement shall be to increase the cost to such Lender of making or maintaining any Foreign Currency Loan or UK Foreign Currency Loan in such Foreign Currency, and such Lender shall deliver to the relevant Borrowers a notice requesting compensation under this paragraph, then the relevant Borrowers will pay to such Lender on each Interest Payment Date with respect to each affected Foreign Currency Loan or

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UK Foreign Currency Loan, in an amount that will compensate such Lender for such additional cost.

(d)           A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to TMP (with a copy to the Administrative Agent) setting forth the basis of calculation of such additional amounts shall be conclusive in the absence of manifest error.  The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(e)           Notwithstanding any other provision of this Agreement, if, (i) (A) the adoption of any law, rule or regulation after the date of this Agreement, (B) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (C) compliance by any Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, shall make it unlawful for any such Lender to make or maintain any Foreign Currency Loan or UK Foreign Currency Loan or to give effect to its obligations as contemplated hereby with respect to any Foreign Currency Loan or UK Foreign Currency Loan, or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls, but excluding conditions otherwise covered by this Section 4.9) which would make it impracticable for any Lenders to make or maintain Foreign Currency Loans or UK Foreign Currency Loans denominated in the relevant currency after the date hereof to, or for the account of, the Borrowers, then:

(i)            by written notice to the Borrowers and to the Administrative Agent, such Lender or Lenders may declare that Foreign Currency Loans and/or UK Foreign Currency Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender or Lenders hereunder (or be continued for additional Interest Periods), whereupon any request for a Foreign Currency Loan or UK Foreign Currency Loan (in the affected currency or currencies) or to continue a Foreign Currency Loan or UK Foreign Currency Loan (in the affected currency or currencies), as the case may be, for an additional Interest Period) shall, as to such Lender or Lenders only, be of no force and effect, unless such declaration shall be subsequently withdrawn; and

(ii)           all outstanding Foreign Currency Loans and UK Foreign Currency Loans (in the affected currency or currencies), made by such Lender or Lenders shall be repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective.

(f)            For purposes of Section 4.9(e), a notice to the Borrowers by any Lender shall be effective as to each Foreign Currency Loan and UK Foreign Currency Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Foreign Currency Loan or UK Foreign Currency Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Borrowers.

4.10.        Taxes.  (a)  All payments made by the Borrowers under this Agreement shall be made in accordance with Section 4.8 free and clear of, and without deduction or

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withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document).  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to any Agent or any Lender hereunder or payable by any Agent or any Lender, the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrowers shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure for any reason to provide the Borrowers with properly completed and executed forms demonstrating such Lender’s qualification for total exemption or reduction from U.S. withholding tax as set forth in paragraph (d) or (e) of this Section (including a change in circumstances of a Lender that renders such Lender unable to so qualify) or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement or designates a new lending office, except (i) to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrowers with respect to such Non-Excluded Taxes pursuant to this paragraph or (ii) such failure to comply with the provisions of Section 4.10(d) or (e) is as a result of a change in applicable law, treaty regulation or official interpretation thereof after the date hereof (or, in the case of an Assignee, after the date of assignment or transfer).

(b)           In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)           Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrowers, as promptly as possible thereafter the Borrowers shall send to the Administrative Agent for its own account or for the account of the relevant Agent or Lender, as the case may be, a certified copy of an original official receipt received by the Borrowers showing payment thereof.  If the Borrowers fail to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fail to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrowers shall indemnify the Agents and the Lenders for any incremental taxes, interest or penalties that may become payable by any Agent or any Lender as a result of any such failure.

(d)           Each Lender (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrowers and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption or a

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reduced rate of  from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit F and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption or reduction from U.S. federal withholding tax on all payments by the Borrowers under this Agreement and the other Loan Documents.  Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation).  In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender.  Each Non-U.S. Lender shall promptly notify the Borrowers at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrowers (or any other form of certification adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(e)           A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdictions in which each Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to each Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.

(f)            The agreements in this Section 4.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(g)           If any Lender or the Administrative Agent receives a refund attributable to any Non-Excluded Taxes or Other Taxes paid by the Borrowers or for which the Lender or the Administrative Agent has received payment from the Borrowers hereunder, such Lender or the Administrative Agent, within 30 days of such receipt, shall deliver to the Borrowers the amount of such refund (including any interest paid by the relevant Governmental Authority with respect to such refund); provided however, that each Borrower agrees to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender or the Administrative Agent in the event that such Lender or the Administrative Agent is required to repay such refund to such Governmental Authority.  In addition, upon a written request by the Borrowers, any Lender and the Administrative Agent shall timely execute and deliver to the Borrowers such certificates, forms or other documents which can be reasonably furnished consistent with the facts to assist the Borrowers in applying for refunds of Non-Excluded Taxes or Other Taxes remitted hereunder, unless to do so will unduly prejudice or cause undue hardship to such Lender or the Administrative Agent (as determined in the reasonable discretion of such Lender or the Administrative Agent).  This paragraph shall not be construed to require any Lender or the

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Administrative Agent to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrowers or any other Person.

(h)           Any Lender claiming any additional amounts payable pursuant to this Section 4.10 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by the Borrowers or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

(i)            The UK Borrowers are not required to make an increased payment to any Lender or Agent under Section 4.8(c) or this Section 4.10 in respect of tax imposed by the United Kingdom and required to be withheld from a payment of interest on any loan made under this Agreement if on the date on which the payment falls due (i) the payment could have been made to the relevant Lender without any withholding if it was a Qualifying Lender (as defined below), but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any changes after the date it became a Lender under this Agreement in any law or Treaty (as defined below) or any published practice or concession of the UK Inland Revenue, or (ii) (A) the relevant Lender is a UK Non-Bank Lender (as defined below), or would have been a UK Non-Bank Lender were it not for any change after the date it became a Lender under this Agreement in any law or Treaty, or any published practice or concession of the UK Inland Revenue, and (B) the Board of the Inland Revenue has given (and not revoked or varied in a material particular) a direction under section 349C of the Taxes Act (as that provision has effect on the date on which the relevant Lender became a party to this Agreement) which relates to that payment and that the UK Borrower has notified that UK Non-Bank Lender of the precise terms of that notice, or (iii) the relevant Lender is a Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph 4.10 (e) above.

For purposes of the preceding paragraph,

“Qualifying Lender” means a Lender which is beneficially entitled to the relevant interest payable to that Lender in respect of a loan under this Agreement and is:

(i)            a Lender:

(A) which is a bank (as defined for the purpose of section 349 of the Taxes Act) making a loan under this Agreement; or

(B) in respect of an advance made under this Agreement by a person that was a bank (as defined for the purpose of section 349 of the Taxes Act) at the time that the loan was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that loan.

(ii)           a Lender which is:

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(A) a company resident in the United Kingdom for United Kingdom tax purposes;

(B) a partnership each member of which is a company resident in the United Kingdom for United Kingdom tax purposes; or

(C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a branch or agency and which brings into account interest payable in respect of that advance in computing its chargeable profits (within the meaning given by section 11(2) of the Taxes Act); or

(iii)          a Treaty Lender.

“Taxes Act” means the Income and Corporation Taxes Xxx 0000.

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of a Loan under this Agreement is either:

(i)  a company resident in the United Kingdom, or a partnership each member of which is a company resident in the United Kingdom, for United Kingdom tax purposes; or

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a branch or agency and that interest payable in respect of that advance falls to be brought into account in computing the chargeable profits of that company for the purposes of section 11(2) of the Taxes Act.

“Treaty Lender” means a Lender which:

(i)  is treated as a resident of a Treaty State for the purposes of the Treaty; and

(ii) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected.

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“UK Non-Bank Lender” means:

(i)  where a Lender becomes a party to this Agreement on the day on which this Agreement is entered into, a Lender which is an original party to this Agreement and who has provided the Tax Confirmation to the UK Borrowers at the time of execution of this Agreement; and

(ii) where a Lender becomes a party to this Agreement after the day on which this Agreement is entered into, a Lender which gives Tax Confirmation in the Assignment and Assumption which it executes on becoming a party to this Agreement,

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and, in respect of such Lender, such confirmation remains true on the date on which the relevant payment falls due.

4.11.        Indemnity.  TMP agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a) default by any Borrower in making a borrowing of, conversion into or continuation of Eurocurrency Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by any Borrowers in making any prepayment of or conversion from Eurocurrency Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurocurrency Loans or the conversion of Eurocurrency Loans, in each case, on a day that is not the last day of an Interest Period with respect thereto.  Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurocurrency market.  A certificate as to any amounts payable pursuant to this Section submitted to TMP by any Lender shall be conclusive in the absence of manifest error.  This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

4.12.        Change of Lending Office.  Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 4.9, 4.10(a) or 4.10(b) with respect to such Lender, it will, if requested by the Borrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrowers or the rights of any Lender pursuant to Section 4.9, 4.10(a) or 4.10(b).

4.13.        Replacement of Lenders.  The Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 4.9, 4.10(a) or 4.10(b) or (b) defaults in its obligation to make Loans hereunder, with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.9, 4.10(a) or 4.10(b), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) TMP shall be liable to such replaced Lender under Section 4.11 if any Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto and shall pay such amounts on demand, (vi) the replacement financial institution, if not

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already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.6, (viii) until such time as such replacement shall be consummated, the applicable Borrower(s) shall pay all additional amounts (if any) required pursuant to Section 4.9, 4.10(a) or 4.10(b), or otherwise under this Agreement, as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

4.14.        Evidence of Debt.  (a)  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b)           The Administrative Agent, on behalf of the Borrowers, shall maintain the Register pursuant to Section 11.6(b), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from each Borrower and each Lender’s share thereof.

(c)           The entries made in the Register and the accounts of each Lender maintained pursuant to Section 4.14(a) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to the Borrowers by such Lender in accordance with the terms of this Agreement.

(d)           Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, each Borrower will execute and deliver to such Lender a promissory note of each Borrower evidencing any Revolving Credit Loans, UK Foreign Currency Loans, Swingline Loans, as the case may be, of such Lender, substantially in the forms of Exhibit G-1, G-2 or G-3, respectively, with appropriate insertions as to date and principal amount.

4.15.        Illegality.  Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such and convert Alternate Base Rate Loans to Eurocurrency Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as Eurocurrency Loans, if any, shall be converted automatically to Alternate Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law.  If any such conversion of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the applicable Borrower(s) shall pay to such Lender such amounts, if any, as may be required pursuant to Section 4.11.

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4.16.        Foreign Currency Exchange Rate.  (a)  No later than 1:00 P.M., New York City time, on each Calculation Date with respect to a Foreign Currency, the Administrative Agent shall determine the Exchange Rate as of such Calculation Date with respect to such Foreign Currency, provided that, upon receipt of a borrowing request pursuant to Section 2.16 or a request for a Letter of Credit denominated in a Foreign Currency pursuant to Section 2.8, the Administrative Agent shall determine the Exchange Rate with respect to the relevant Foreign Currency in accordance with the foregoing (it being acknowledged and agreed that the Administrative Agent shall use such Exchange Rate for the purposes of determining compliance with Section 2.15 with respect to such borrowing request or Application).  The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date and shall for all purposes of this Agreement (other than Sections 2.5, 4.7, 4.16, 11.18 or any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting any amounts between Dollars and Foreign Currencies.

(b)           No later than 5:00 P.M., New York City time, on each Reset Date and each Borrowing Date with respect to Foreign Currency Loans, the Administrative Agent shall determine the aggregate amount of the Dollar Equivalents of the principal amounts of the Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans to be made or repaid on such date and the aggregate amount of the L/C Obligations then outstanding).

(c)           The Administrative Agent shall promptly notify each Borrower of each determination of an Exchange Rate hereunder.

SECTION 5            REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, each Borrower hereby represents and warrants to each Agent and each Lender that:

5.1.          Formation and Qualification.  Each Loan Party is a corporation duly organized and validly existing under the laws of its jurisdiction of organization and, to the extent applicable, duly qualified and in good standing in every other state or jurisdiction in which the nature of such Loan Party’s business requires such qualification except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect;

5.2.          Corporate Power and Authority.  Each Loan Party is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party.  Except as described in Schedule 5.2, the execution, delivery and performance of this Agreement and each of the other Loan Documents have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the shareholders of such Loan Party or any consent or the authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (except as specifically contemplated by the Loan Documents); (ii) contravene any Loan Parties’ charter, articles or certificate of incorporation or by-laws; (iii) violate, or cause such Loan Party to be in default under, any provision of any law, rule, regulation, order, writ, judgment,

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injunction, decree, determination or award in effect having applicability to such Loan Party; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement, or any other agreement, lease or instrument to which such Loan Party is a party or by which it or its Properties may be bound or affected that could reasonably be expected to have a Material Adverse Effect; or (v) result in, or require, the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by such Loan Party (except as specifically contemplated by the Loan Documents).

5.3.          Legally Enforceable Agreement.  This Agreement is, and each of the other Loan Documents when delivered under this Agreement will be, a legal, valid and binding obligation of each Loan Party enforceable against it in accordance with its respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.

5.4.          Executive Offices.  Each Loan Party keeps and will continue to keep all of its books and records concerning the Collateral at its offices located at the addresses set forth in Schedule 5.4 and will not move such books and records to any location other than as set forth in Schedule 5.4 without giving the Administrative Agent at least thirty (30) days prior written notice.

5.5.          ERISA.  Except as would not result in material liability to a Borrower, (i) no Borrower or a Commonly Controlled Entity has received any written notice that it is not in full compliance with any of the requirements of ERISA, and the regulations and published interpretations thereunder, (ii) no Borrower or a Commonly Controlled Entity has engaged in any “prohibited transactions” (as defined in Section 406 of ERISA and Section 4975 of the Code) involving any plan (subject to ERISA or Section 4975 of the Code) sponsored by a Borrower or a Commonly Controlled Entity; (iii) each Borrower and Commonly Controlled Entity has met all applicable minimum funding requirements under Section 302 of ERISA in respect of its Plans; (iv) no Borrower or a Commonly Controlled Entity has knowledge of any event or occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan(s); (v) no Borrower or Commonly Controlled Entity has any fiduciary responsibility under ERISA for investments with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA), other than any employee benefit plan maintained, established or contributed to by Borrower or such Borrower’s Subsidiaries or Commonly Controlled Entity; and (v) no Borrower or Commonly Controlled Entity has withdrawn, completely or partially, from any Multi-Employer Pension Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

5.6.          Compliance with Laws.  Each Loan Party, has duly complied in all material respects with, and its Properties, business operations and leaseholds are in compliance in all material respects with, the provisions of all federal, state and local laws, rules and regulations applicable to such Loan Party, its Properties or the conduct of its business and there have been no citations, notices or orders of noncompliance issued to any Loan Party under any such law, rule or regulation.  Each Loan Party has established and maintains a monitoring system that it believes to be adequate to insure that it remains in compliance in all material respects with

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all federal, state and local laws, rules and regulations applicable to it.  No Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended.

5.7.          Solvency.  Each Loan Party is Solvent.

5.8.          Investment Company Act; Other Regulations.  No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.  No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.

5.9.          No Litigation.  Except as described in Schedule 5.9, no litigation, proceeding or, to the knowledge of the Borrowers, investigation of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrowers, threatened by or against any Borrower or Loan Party or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

5.10.        Federal Regulations.  Neither the Borrowers nor any of their Subsidiaries are generally engaged in the business of purchasing or selling any “margin stock” or extending credit for the purpose of purchasing or carrying “margin stock”, within the respective meanings of each of the quoted terms under Regulation U, as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board.  If requested by any Lender or the Administrative Agent, the Borrowers will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

5.11.        Labor.  Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Borrower is not aware of  (a) any strikes or other labor disputes against any Borrower pending or, to the knowledge of any Borrower, threatened; (b) any violation of the Fair Labor Standards Act or any other applicable Requirement of Law with respect to hours worked by and payment made to employees by each Borrower; and (c) any non-payments that are due or non-accrual as a liability on the books of the relevant Borrower on account of employee health and welfare insurance.

5.12.        Subsidiaries.  Except as disclosed to the Administrative Agent by the Borrowers in writing from time to time after the Closing Date, (a) Schedule 5.12(a) sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees, directors or other persons and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrowers (other than TMP) or any Subsidiary, except as created by the Loan Documents or, as of the Closing Date, except as disclosed on Schedule 5.12(b).

5.13.        Material Contracts.  (a)  As of the Closing Date, (i) each Material Contract is in full force and effect and is a legal, valid and binding obligation of each party thereto

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enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing, and (ii) no Borrower is in default of any material provision of any Material Contract.

(b)           To the knowledge of the Borrowers, (i) there has been no default, breach or other violation of any Material Contract and (ii) no Governmental Authority has any basis for terminating any Material Contract other than customary termination provisions relating to convenience and other similar provisions, except, in each case, as could not reasonably be expected to have a Material Adverse Effect.

(c)           To the knowledge of the Borrowers, no Governmental Authority has delivered notice of or otherwise demonstrated its intention to exercise its option to terminate a Material Contract on the basis of clause (b)(ii) above between itself and any of the Borrowers, except for any such termination that could not reasonably be expected to have a Material Adverse Effect.

5.14.        Financial Statements.  The audited consolidated financial statements of TMP for the year ended December 31, 2002 delivered to the Lenders fairly present in all material respects TMP’s consolidated financial condition on a basis consistent with that of previous financial statements and there has been no change in TMP’s consolidated financial condition as reflected in such statements since the date thereof which could reasonably be expected to have a Material Adverse Effect (other than the Spin-off Transaction) and such statements do not fail to disclose any fact or facts which could reasonably be expected to have a Material Adverse Effect (other than the Spin-off Transaction);

5.15.        Patents, Trademarks, Copyrights and Licenses.  (x) Each Borrower and its Subsidiaries possesses all of the licenses, patents, copyrights, trademarks, tradenames and permits necessary to conduct its business other than those the failure of which to have could not reasonably be expected to have a Material Adverse Effect, (y) there has been no assertion or claim of violation or infringement with respect thereof and (z) all such licenses, patents, copyrights, trademarks, tradenames and permits are listed in the Security Documents;

5.16.        Accountants.  TMP has (i) advised its independent auditors that the Administrative Agent and the Lenders will be relying on all financial and other information prepared by such accountants and (ii) authorized its accountants to confer directly from time to time with the Administrative Agent.

5.17.        No Defaults.  No event has occurred and no condition exists which would, upon or after the execution and delivery of this Agreement and the Loan Documents or any Loan Party’s performance hereunder or thereunder, constitute a Default or an Event of Default.  No Borrower nor any of its Subsidiaries is in default, and no event has occurred and no condition exists which constitutes, or which with the passage of time or the giving of notice or both would constitute, a default in the payment of any Indebtedness to any Person for Money Borrowed.

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5.18.        Taxes.  TMP’s federal tax identification number is 00-0000000. Each Borrower and each of its Subsidiaries has filed all federal, state and local tax returns and other reports it is required by law to file and has paid, or made provision for the payment of, all taxes, assessments, fees, levies and other governmental charges upon it, its income and Properties as and when such taxes, assessments, fees, levies and charges are due and payable, unless and to the extent any thereof are being actively contested in good faith and by appropriate proceedings and each Borrower maintains reasonable reserves on its books therefor and except where the failure to file or pay could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.  The provision for taxes on the books of each Borrower and its Subsidiaries are adequate for all years not closed by applicable statutes, and for its current fiscal year.

5.19.        No Change.  Since December 31, 2002, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

5.20.        Accounts.  Each Lender may rely, in determining which Accounts are Eligible Billed Account Receivables and Eligible Unbilled Accounts Receivables, on all statements and representations made by each Borrower with respect to any Account or Accounts.  Unless otherwise indicated in writing to the Administrative Agent, with respect to each Account:

(i)            It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment;

(ii)           It arises out of a completed, bona fide sale and delivery of goods or rendition of services by the applicable Borrower or its Subsidiaries in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between such Borrower or such Subsidiary and the Customer;

(iii)          It is for a liquidated amount maturing as stated in the duplicate invoice (other than in the case of Eligible Unbilled Accounts Receivables) covering such sale or rendition of services, a copy of which has been furnished or is available to the Administrative Agent;

(iv)          No Borrower or Subsidiary has made any agreement with the Customer thereunder for any extension, compromise, settlement or modification of any such Account or any deduction therefrom, except discounts or allowances which are granted by such Borrower or Subsidiary in the ordinary course of its business for prompt payment and which are reflected in the calculation of the net amount of each respective invoice related thereto and are reflected in the schedules of accounts submitted to the Administrative Agent;

(v)           There are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to the Administrative Agent with respect thereto;

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(vi)          To each Borrower’s knowledge, the Customer thereunder (1) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (2) such Customer is Solvent; and

(vii)         To each Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Customer thereunder which might result in any material adverse change in such Account Customer’s financial condition or the collectibility of such Account.

5.21.        Accuracy of Information, etc.  No statement or information contained in this Agreement, any other Loan Document, or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, in each case when taken together with all such other information previously furnished, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading.  The projections contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of each Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.  There is no fact, other than facts of a general economic or political nature not specific to any Borrower, known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

5.22.        Cash Balance.  As of December 31, 2002, the cash and Cash Equivalents balance of TMP as of such date was at least $100,000,000, and as of March 31, 2003, the cash  and Cash Equivalents balance of TMP was at least $75,000,000, in each case after giving pro-forma effect to the Spin-off Transaction.

SECTION 6            CONDITIONS PRECEDENT AND ADDITION OF BORROWERS

6.1.          Conditions to Initial Extension of Credit.  (A) The agreement of each Lender to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date (but in any event no later than April 30, 2003), of the following conditions precedent:

(a)           Credit Agreement; Guarantee and Collateral Agreement, Share Charges and Debentures.  The Administrative Agent shall have received (i) this Agreement executed and delivered by each Lender and each Borrower, (ii) the Guarantee and Collateral Agreement, executed and delivered by TMP and each Subsidiary Guarantor and any other Security Documents, (iii) an Acknowledgment and Consent in the form attached to each Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is not a Loan Party, (iv) each of the Share Charges executed and delivered by TMPWHL and BHL,

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respectively, and (v) each of the Debentures executed and delivered by TMPWL and BSEL, and (vi) satisfactory evidence that the Existing Credit Facilities shall have been terminated, all amounts thereunder shall have been paid in full and all Liens granted in connection therewith have been terminated;

(b)           Financial Statements.  The Lenders shall have received (i) audited consolidated financial statements of TMP and its consolidated Subsidiaries for the 2001 and 2002 fiscal years and (ii) unaudited interim consolidated financial statements of TMP and its consolidated Subsidiaries for each quarterly period ended subsequent to the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Lenders, reflect any material adverse change in the consolidated financial condition of each Borrower and its consolidated Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum (such receipt and judgment to be evidenced by such Lender’s execution of this Agreement);

(c)           Approvals.  All governmental and third party approvals (including landlords’ and other consents) necessary in connection with the borrowing of the Loans hereunder and the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose material adverse conditions on the financing contemplated hereby;

(d)           Lien Searches.  The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of the Loan Parties are located, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 8.3 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent;

(e)           Fees.  The Lenders and the Agents shall have received all fees required to be paid in respect of this Agreement, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) in respect of this Agreement, on or before the Closing Date including, without limitation, payment of the Upfront Fee to each Lender, and payment to the Administrative Agent of all fees associated with the annual field examination, as specified in Section 7.6 herein.  All such amounts will be paid with proceeds of Loans made on the Closing Date and will be reflected in the funding instructions given by the Borrowers to the Administrative Agent on or before the Closing Date;

(f)            Closing Certificates.  The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, (ii) a certificate of each Borrower, dated the Closing Date, certifying that the representations and warranties set forth in Section 5 are true and correct on and as of the Closing Date, (iii) a certificate of each UK Subsidiary with the following documents attached thereto: (A) memorandum and articles of association, (B) resolutions authorizing the execution and delivery of the Loan Documents, (C) incumbency and representative signatures, and (D) certificate of the share capital of such UK Subsidiary, and (iv) a written special resolution executed by the shareholders of each UK Borrower amending their

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respective articles of association to permit free transferability and registration of their respective Capital Stock;

(g)           Legal Opinions.  The Administrative Agent shall have received the following executed legal opinions:

(i)            the legal opinion of Fulbright & Xxxxxxxx, LLP, counsel to the Borrowers and their Subsidiaries, substantially in the form of Exhibit E-1;

(ii)           the legal opinion of local counsel in the United Kingdom for TMPWL and BSEL or such other special and local counsel as may be required by the Administrative Agent, substantially in the form of Exhibit E-2;

Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent or the Required Lenders may reasonably require;

(h)           Pledged Stock; Stock Powers; Pledged Notes.  The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereor, (ii) the executed certificates representing the shares of Capital Stock pledged pursuant to the Share Charges by each UK Borrower (including a certified copy of members of the relevant UK Subsidiary evidencing the transfer of such Capital Stock pledged to the Administrative Agent), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof  (to the extent applicable), and (iii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreements endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof .  All actions with respect to Pledged Stock of Foreign Subsidiaries to be taken as of the Closing Date as specified in the Security Documents shall have been taken;

(i)            Filings, Registrations and Recordings.  Subject to Section 8.12, each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 8.3), shall be in proper form for filing, registration or recordation;

Insurance.  The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 7.5 hereof;

(j)            Spin-off Transaction.  The Administrative Agent shall have received evidence to its satisfaction that the closing of the Spin-off Transaction has been consummated; and

(k)           Borrowing Base Certificate.  The Administrative Agent shall have received a Borrowing Base Certificate, dated as of the Closing Date.

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(B).          Subject to Section 11.20 herein, the agreement of each Lender to make the initial extension of credit requested to be made by any UK Borrower hereunder, is subject to the receipt, prior to or concurrently with the making of such extension of credit, by the Administrative Agent to its reasonable satisfaction of all the documents and certificates specified in the Schedule of UK Borrowers Post-Closing Matters (as specified in Section 7.13(a)).

6.2.          Conditions to Each Extension of Credit.  The agreement of each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of credit) is subject to the satisfaction of the following conditions precedent:

(a)           Representations and Warranties.  Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date;

(b)           No Default.  No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date; and

(c)           Borrowing Base Compliance.  The Total Revolving Extensions of Credit after giving effect to such extension of credit shall not exceed the lesser of:  (A) the Total Revolving Commitments and (B) in the case of the UK Borrowers, the Borrowing Base or, in the case of the US Borrowers, the Borrowing Base (US).

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrowers hereunder shall constitute a representation and warranty by each Borrower as of the date of such extension of credit that the conditions contained in this Section 6.2 have been satisfied.

6.3.          Addition of Borrowers.  Subject to the terms and conditions hereof, from time to time, one or more Domestic Subsidiaries which is a Wholly Owned Subsidiary may become a Borrower under this Agreement upon (i) delivery of a completed Borrower Supplement to the Administrative Agent, (ii) satisfaction of the conditions precedent specified in the Borrower Supplement, (iii) compliance with the requirements specified in Section 7.9(b) herein to the extent such Subsidiary had not so complied prior to such time, and (iv) delivery to the Administrative Agent of legal opinions in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

SECTION 7            AFFIRMATIVE COVENANTS

Each Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or Agent hereunder, each Borrower shall and shall cause each of its Subsidiaries to:

7.1.          Financial Statements.  Furnish to the Administrative Agent for distribution to each Lender:

(a)           as soon as available, but in any event within 105 days after the end of each fiscal year of TMP, a copy of the audited consolidated balance sheet of TMP and its Consolidated Subsidiaries as at the end of such year and the related audited consolidated

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statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by BDO Xxxxxxx LLP or other independent certified public accountants of nationally recognized standing; and

(b)           as soon as available, but in any event not later than 50 days after the end of each of the first three quarterly periods of each fiscal year of TMP, the unaudited consolidated balance sheet of TMP and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (except that the unaudited financial statements need not include footnotes).

7.2.          Certificates; Other Information.  Furnish to the Administrative Agent for distribution to each Lender (or, in the case of clause (g), to the relevant Lender):

(a)           concurrently with the delivery of the financial statements referred to in Section 7.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b)           concurrently with the delivery of any financial statements pursuant to Section 7.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge after reasonable due inquiry, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by TMP with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of TMP, as the case may be, and, if applicable, for determining the Applicable Margins and Commitment Fee Rate, and (iii) to the extent not previously disclosed to the Administrative Agent, a listing of any material Intellectual Property acquired by any Borrower since the date of the most recent list delivered pursuant to this clause (iii) (or, in the case of the first such list so delivered, since the Closing Date);

(c)           as soon as available, and in any event no later than 30 days after the end of each fiscal year of TMP, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of TMP and its Consolidated Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are

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based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect in any material respect in light of the circumstances under which such estimates and assumptions were made;

(d)           as soon as available, and in any event no later than 15 days after the end of each month, a Borrowing Base Certificate;

(e)           if at any time TMP is not required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, within 105 days after the end of each fiscal year of TMP and within 50 days after the end of each other fiscal quarter of TMP, a narrative discussion and analysis of the financial condition and results of operations of TMP and its Consolidated Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year;

(f)            within five days after the same are sent, copies of all financial statements and reports that TMP sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports TMP may make to, or file with, the SEC; and

(g)           promptly, such additional financial and other information as any Lender through the Administrative Agent may from time to time reasonably request.

7.3.          Payment of Obligations.  Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Borrower or its relevant Subsidiary, as the case may be.

7.4.          Maintenance of Existence; Compliance.  (a)  (i)  Preserve, renew and keep in full force and effect its corporate existence, except to the extent permitted by Section 8.4, and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary in the normal conduct of its business, except, in each case, as otherwise permitted by Section 8.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

7.5.          Maintenance of Property; Insurance.  (a)  Keep all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as is, in its reasonable judgement, adequate to insure against the risks to which it and its employees, business properties and other assets could reasonably expected to be exposed to in the operation of its business as currently conducted.

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7.6.          Annual Field Exam, Inspection of Property; Books and Records; Discussions.  (a)  Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities, (b) permit representatives of the Administrative Agent, on behalf of the Lenders, at the applicable Borrowers’ cost, to conduct an annual field exam no more than once a year, so long as no Default or Event of Default has occurred and is continuing, and (c) permit representatives of the Administrative Agent or any Lender, to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during regular business hours upon reasonable notice and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrowers and their Subsidiaries with responsible officers of the Borrowers and with their independent certified public accountants coordinated through the Administrative Agent.

7.7.          Notices.  Promptly give notice to the Administrative Agent, the Administrative Agent and each Lender of:

(a)           the occurrence of any Default or Event of Default of which any Borrower has knowledge or notice;

(b)           any (i) default or event of default under any Contractual Obligation of any Borrower of which any Borrower has knowledge or notice or (ii) litigation, investigation or proceeding that may exist at any time between any Borrower and any Governmental Authority of which any Borrower has knowledge or notice, which in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c)           any litigation or proceeding affecting any Borrower of which any Borrower has knowledge or notice (i) in which the amount involved is $5,000,000 or more and not covered by insurance, (ii) in which injunctive or similar relief is sought, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (iii) which relates to any Loan Document;

(d)           the following events, as soon as possible and in any event within 30 days after any Borrower knows or has reason to know thereof:  (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan if such event could reasonably be expected to have a Material Adverse Effect or (ii) the institution of proceedings or the taking of any other action by the PBGC or any Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan if such event could reasonably be expected to have a Material Adverse Effect; and

(e)           any development or event of which any Borrower has knowledge or notice that has had or could reasonably be expected to have a Material Adverse Effect.

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Each notice pursuant to this Section 7.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrowers or the relevant Subsidiary proposes to take with respect thereto.

7.8.          Environmental Laws.  (a)  Comply in all material respects with, and use reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and use reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.

(b)           Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under applicable Environmental Laws and promptly comply in all material respects with all orders and directives of all Governmental Authorities regarding Environmental Laws, provided, however, that the Borrowers shall not be deemed in violation of this clause (b) if it promptly challenges any such order or directive of any Governmental Authorities in a manner consistent with Environmental Laws and pursues such challenge or challenges diligently and the pendency of such challenges, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(c)           Generate, use, treat, store, release, dispose of, and otherwise manage Materials of Environmental Concern in a manner that would not reasonably be expected to result in a material liability to, or to materially affect any real property owned or operated by, any Borrower; and take reasonable efforts to prevent any other person from generating, using, treating, storing, releasing, disposing of, or otherwise managing hazardous materials in a manner that could reasonably be expected to result in a material liability to, or materially affect any real property owned or operated by, any Borrower.

7.9.          Additional Collateral, etc.  (a)  With respect to any property acquired after the Closing Date by any Borrower (other than (x) any property described in paragraph (b), (c), or (d), below, (y) any property subject to a Lien expressly permitted by Section 8.3(l) or 8.3(o)) and (z) property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent (except in the case of the UK Borrowers, where no such financing statements will be required to filed).

(b)           With respect to any new Subsidiary (other than a Foreign Subsidiary (or a Domestic Subsidiary that is owned directly or indirectly by a Foreign Subsidiary) or a non-Wholly Owned Subsidiary) created or acquired after the Closing Date by TMP (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be a Foreign

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Subsidiary or any non-Wholly Owned Subsidiary that provides a guarantee of any Indebtedness of TMP or any of its Subsidiaries (other than the Loans) after the Closing Date), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by TMP, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of TMP, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(c)           With respect to any Domestic Subsidiary created or acquired after the Closing Date by TMP or by a Domestic Subsidiary that does not become a Subsidiary Guarantor pursuant to Section 7.9(b), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by TMP, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of TMP and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d)           With respect to any new Foreign Subsidiary created or acquired after the Closing Date by TMP or by a Domestic Subsidiary, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by TMP (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Borrower, or take such other action with respect to Pledged Stock of Foreign Subsidiaries necessary to perfect the first priority security interest of the Administrative Agent in such Pledged Stock, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s

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security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

7.10.        Use of Proceeds.  The Borrowers shall use the proceeds of the Loans, the Letters of Credit, and the UK Overdraft Facility (as defined in 8.2(i)) for working capital and other general corporate purposes, Permitted Acquisitions, the Spin-off Transaction, and Stock Repurchases, in each case, not in contravention of any Requirement of Law or of any Loan Document.

7.11.        Further Assurances.  From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights and priorities of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the Borrowers or any of their Subsidiaries which may be deemed to be part of the Collateral) pursuant hereto or thereto.  Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording qualification or authorization of any Governmental Authority, the Borrowers will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lenders may be required to obtain from the Borrowers or any of their Subsidiaries for such governmental consent, approval, recording, qualification or authorization.

7.12.        Pledge of Foreign Subsidiary Stock.  To the extent not otherwise satisfied on the Closing Date with respect to the Foreign Subsidiaries directly owned by TMP or any Subsidiary Guarantor, no later than 120 days after the Closing Date, TMP shall, and shall cause each of its Subsidiary Guarantors directly owning a Foreign Subsidiary to, deliver to the Administrative Agent pledge documents executed with respect to 65% of the Capital Stock of each such Foreign Subsidiary and any other document or instrument reasonably requested by the Administrative Agent and take any other actions specified in the Guarantee and Collateral Agreement necessary to grant to the Administrative Agent a perfected Lien on such Capital Stock, all in form and substance reasonably satisfactory to the Administrative Agent.

7.13.        Post-Closing Matters.  (a)  No later than 10 Business Days after the Closing Date, the UK Borrowers shall deliver to the Administrative Agent’s reasonable satisfaction such executed and completed certificates and documents specified in Schedule 7.13(a) hereto (the “Schedule of UK Borrowers Post-Closing Matters”); and (b) on a best efforts basis, no later than 30 Business Days after the Closing Date, the US Borrowers shall deliver to the Administrative Agent’s reasonable satisfaction such executed and completed certificates and documents specified in Schedule 7.13(b) hereto (the “Schedule of US Borrowers Post-Closing Matters”).

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SECTION 8            NEGATIVE COVENANTS

Each Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or Agent hereunder, the Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

8.1.          Financial Condition Covenants.

(a)           Ratio of Consolidated Total Debt to Consolidated EBITDA. Permit the ratio of Consolidated Total Debt to Consolidated EBITDA for the twelve month period ending on the last day of the most recent fiscal quarter of TMP to exceed 2.00 to 1.00 at any time; provided that for the purposes of this Section 8.1(a), Consolidated EBITDA for the twelve month period ending on the last day of the fiscal quarters of TMP ended on June 30, 2003, September 30, 2003 and December 31, 2003 shall be calculated as follows:  (i) for the fiscal quarter ending on June 30, 2003, Consolidated EBITDA shall be equal to four times Consolidated EBITDA for the three month period ending on the last day of such fiscal quarter, (ii) for the fiscal quarter ending on September 30, 2003, Consolidated EBITDA shall be equal to two times Consolidated EBITDA for the six month period ending on the last day of such fiscal quarter and (iii) for the fiscal quarter ending on December 31, 2003, Consolidated EBITDA shall be equal to 1.3333 times Consolidated EBITDA for the nine month period ending on the last day of such fiscal quarter.

(b)           Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio at the end of any fiscal quarter of TMP, commencing with the fiscal quarter ending on March 31, 2004, to be less than 3.00 to 1.00 for the twelve-month period ending on the end of such fiscal quarter.

(c)           Net Worth.  Maintain at all times a Net Worth of not less than   $360,000,000 plus 50% of the Consolidated Net Income of TMP after the Closing Date.

(d)           Minimum Quarterly Consolidated EBITDA. Permit Consolidated EBITDA to be less than (i) $15,000,000 for three month period ending on June 30, 2003, (ii) $30,000,000 for the six month period ending on September 30, 2003, (iii) $45,000,000 for the nine month period ending on December 31, 2003,  (iv) $60,000,000 for the twelve month period ending on March 31, 2004, and (v) $75,000,000 for each four fiscal quarter period ending thereafter.  Notwithstanding the foregoing, Borrowers will not permit Consolidated EBITDA to be less than $10,000,000 for each fiscal quarter ending on September 30, 2003, December 31, 2003 and March 31, 2004.

(e)           Capital Expenditures.  Permit the Capital Expenditures of TMP to exceed (i) $50,000,000 in the aggregate for the fiscal year ending December 31, 2003, and (ii) $60,000,000 in the aggregate for each fiscal year thereafter.

8.2.          Indebtedness.  Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

(a)           Indebtedness of any Loan Party pursuant to any Loan Document;

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(b)           Indebtedness (i) of the Borrowers to any Subsidiary, (ii) of any Subsidiary Guarantor to the Borrowers or any other Subsidiary, (iii) of any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (iv) subject to Section 8.8(k), of any Non-Guarantor Subsidiary to the Borrowers or any Subsidiary Guarantor;

(c)           Guarantee Obligations incurred in the ordinary course of business by the Borrowers or any of their Subsidiaries of obligations of the Borrowers, any Subsidiary Guarantor and, subject to Section 8.8(k), of any Non-Guarantor Subsidiary;

(d)           Indebtedness outstanding on the date hereof and listed on Schedule 8.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);

(e)           Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 8.3(l) in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding;

(f)            Hedge Agreements permitted by Section 8.7;

(g)           Indebtedness owing by TMP under that certain 15,000,000 Australian dollar guarantee in favor of AMP Life Limited, the landlord for property in Sydney, Australia leased by certain of TMP’s Subsidiaries and certain Subsidiaries of Xxxxxx Highland Group, Inc. (“HHG”), and TMP’s obligation to reimburse up to $10,000,000 of HHG’s cash payments related to HHG’s accrued integration, restructuring and business reorganization obligations during the first year following the Spin-Off Transaction (collectively, the “AMP-Xxxxxx Obligations”);

(h)           contingent consideration incurred in connection with Permitted Acquisitions;

(i)            an overdraft facility in the United Kingdom in an amount not to exceed an aggregate principal amount Dollar Equivalent of $5,000,000 at any one time (the “UK Overdraft Facility”);

(j)            Indebtedness constituting part of consideration of a Permitted Acquisition provided that such Indebtedness is subordinated to the Obligations on terms and conditions reasonably satisfactory to the Required Lenders and no Default or Event of Default would result from the incurrance of such Indebtedness; and

(k)           additional Indebtedness of the Borrowers or any of the Subsidiary Guarantors in an aggregate principal amount (for the Borrowers and all Subsidiary Guarantors) not to exceed $25,000,000 at any one time outstanding.

8.3.          Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:

(a)           Liens for taxes, assessments, governmental charges or claims not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate

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reserves with respect thereto are maintained on the books of the Borrowers or its Subsidiaries, as the case may be, in conformity with GAAP;

(b)           carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, statutory bank liens, rights of set-off or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;

(c)           pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and letters of credit issued in lieu of such deposits in the ordinary course of business, excluding Liens in favor of the PBGC pursuant to Section 4068 of ERISA;

(d)           deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e)           easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrowers or any of its Subsidiaries;

(f)            attachment or judgment Liens not constituting an Event of Default under Section 9; provided that such Lien is released within 60 days after the entry thereof;

(g)           Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; provided that, such Liens do not encumber any property other than the goods subject to such customs duties;

(h)           zoning or similar laws or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;

(i)            Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrowers and their Subsidiaries;

(j)            licenses of Intellectual Property granted by the Borrowers or any of their Subsidiaries in the ordinary course of business which do not interfere in any material respect with the ordinary conduct of the business of the Borrowers or such Subsidiary;

(k)           Liens in existence on the date hereof listed on Schedule 8.3(k), securing Indebtedness permitted by Section 8.2(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;

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(l)            Liens securing Indebtedness of the Borrowers or any other Subsidiary incurred pursuant to Section 8.2(e) to finance the acquisition or manufacture of fixed or capital assets, provided that (i) such Liens shall be created within 90 days of the acquisition or manufacture of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not subsequently increased;

(m)          Liens created pursuant to the Security Documents;

(n)           any interest or title of a lessor or licensor under any lease or license entered into by the Borrowers or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; and

(o)           Liens securing Indebtedness of the Borrowers or any Subsidiary Guarantors incurred pursuant to Section 8.2(j) so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrowers and all Subsidiaries) $25,000,000 at any one time.

8.4.          Fundamental Changes.  Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all of its property or business, except that so long as no Event of Default exists or would result therefrom:

(a)           any Subsidiary of the Borrowers may be merged or consolidated with or into TMP (provided that TMP shall be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving corporation) or, subject to Section 8.8(k) and excluding any Subsidiary Guarantor, with or into any Foreign Subsidiary or Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may be merged or consolidated with another Non-Guarantor Subsidiary without limitation and any Borrower may be merged or consolidated with or into TMP (provided that TMP shall be the continuing or surviving Person);

(b)           any Subsidiary of TMP may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to TMP or any Subsidiary Guarantor or, subject to Section 8.8(k) and excluding any Subsidiary Guarantor, any Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Non-Guarantor Subsidiary without limitation;

(c)           any Subsidiary may liquidate, wind up or dissolve after the Disposition of all of its assets as set forth in Section 8.4(b);

(d)           any Borrower or Subsidiary may enter into a Permitted Acquisition;

(e)           TMP may merge into a wholly-owned Domestic Subsidiary solely for purposes of changing its name to Monster Worldwide, Inc., provided that TMP is the surviving corporation; and

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(f)            any Foreign Subsidiary may merge into a UK Borrower, provided that such UK Borrower is the surviving corporation.

8.5.          Disposition of Property.  Dispose of any of its Property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a)           the Disposition of obsolete or worn out Property in the ordinary course of business;

(b)           the sale of inventory in the ordinary course of business;

(c)           Dispositions permitted by Section 8.4(b);

(d)           the sale or issuance of any Subsidiary’s Capital Stock to the Borrowers or any Subsidiary Guarantor;

(e)           the Spin-off Transaction;

(f)            (i) the Disposition of other Property (other than any sale of less than all of the Capital Stock of any Subsidiary then owned by any Loan Party) or (ii) the Disposition of any Non-Guarantor Subsidiary or minority interests in joint ventures, having a fair market value not to exceed 5% of the aggregate value of all assets set forth in the most recent consolidated balance sheet of TMP and its Consolidated Subsidiaries in accordance with GAAP for any fiscal year of TMP, provided that, (A) the aggregate amount of all such Dispositions shall not exceed 15% of the aggregate value of all assets set forth in the most recent consolidated balance sheet of TMP and its Consolidated Subsidiaries delivered to the Lenders, (B) the consideration received in any such Disposition shall be in an amount at least equal to the fair market value of such Property, (C) at least 80% of the consideration received in any such Disposition shall be in cash, provided that the amount of such consideration required to be paid in cash may be reduced to 50% so long as the remaining portion of such consideration is comprised of debt or equity securities of the acquiring Person;

(g)           the sale or issuance by TMP of its Capital Stock; and

(h)           an exchange of assets consisting of equipment and real property by TMP for the assets of another Person of a similar or related nature (i) on an arm’s length basis, (ii) for the consideration of equivalent value, (iii) which will be commercially useful in TMP’s business and (iv) will result in no tax liability on the part of TMP and its Consolidated Subsidiaries, so long as at the time of such transaction no Default or Event of Default shall exist or result from such transaction.

8.6.          Restricted Payments.  Declare or pay any dividend (other than pursuant to the Spin-Off Transaction or dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Borrower, whether now or hereafter outstanding, or make any other

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distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Borrower (collectively, “Restricted Payments”), except that:

(a)           any Subsidiary may make Restricted Payments to the Borrowers or any Subsidiary Guarantor; and

(b)           TMP may repurchase shares of its common stock that are publicly traded so long as (1) immediately prior to, and after giving effect to such repurchase, no Default or Event of Default shall have occurred or is continuing and (2) the aggregate amount of cash expended by TMP pursuant to this clause (y) does not exceed $25,000,000 for the period from the Closing Date through December 31, 2003, or $25,000,000 for each fiscal year thereafter of TMP.

8.7.          Hedge Agreements.  Enter into any Hedge Agreement, except (a) Hedge Agreements entered into by the Borrowers to hedge or mitigate risks to which the Borrowers or any Subsidiary has actual exposure (other than those in respect of Capital Stock) and (b) Hedge Agreements entered into in order to effectively cap, collar or exchange interest or currency rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrowers or any Subsidiary.

8.8.          Investments.  Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except:

(a)           extensions of trade credit in the ordinary course of business;

(b)           Investments in Cash Equivalents;

(c)           Guarantee Obligations permitted by Section 8.2;

(d)           loans and advances to employees of any Borrower in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Borrowers not to exceed $1,000,000 at any one time outstanding;

(e)           Investments outstanding on the date hereof and listed on Schedule 8.8(e);

(f)            Investments consisting of non-cash consideration received by the Borrowers and its Subsidiaries in connection with any Disposition of assets permitted under Section 8.5(e);

(g)           intercompany Investments by any Borrower or Subsidiary in another Borrower or any Person that, immediately giving effect to such Investment, is a Subsidiary Guarantor;

(h)           subject to Section 8.8(j), Investments consisting of acquisitions of Capital Stock or assets pursuant to a Permitted Acquisition, provided that, the aggregate amount of cash consideration paid for all such acquisitions shall not exceed (i) $50,000,000 during the fiscal year

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ending on December 31, 2003 and (ii) $50,000,000 during the fiscal year ending on December 31, 2004 and for each subsequent year thereafter during the term of this Agreement, provided further that, commencing January 1, 2004, the aggregate amount of cash consideration (including any debt that is assumed by the Borrowers in a Permitted Acquisition), payable by the Borrowers in a Permitted Acquisition will not exceed $75,000,000 in the aggregate provided the Borrowers have a Pro-Forma Net Cash Balance of no less than $75,000,000 after giving effect to such an acquisition, and provided further that, commencing January 1, 2004, the amount of such cash consideration paid for in all acquisitions may be increased by the addition of no more than 75% of the amount of cash proceeds generated by TMP from the issuance and sale of its common stock to the public;

(i)            minority Investments in the securities of any trade creditor, wholesaler, supplier or customer received pursuant to any plan of reorganization or similar arrangement of such trade creditor, wholesaler, supplier or customer, as applicable;

(j)            loans not to exceed $15,000,000 in the aggregate at any one time to Xxxxxx Highland Group, Inc. (the “Newco Line”), provided however, any amounts of Investments permitted under Section 8.8(h), shall be reduced by any amounts outstanding under the Newco Line;

(k)           intercompany Investments by the Borrowers or any of its Consolidated Subsidiaries in any Person, that, after such Investment, is a Non-Guarantor Subsdidiary (including, without limitation, Guarantee Obligations with respect to obligations of any such Non-Guarantor Subsidiary and Investments resulting from mergers and sales of assets to any such Non-Guarantor Subsidiary) in an aggregate amount (valued at cost) not to exceed $15,000,000 at any one time outstanding during the term of this Agreement (and loans to such Non-Guarantor Subsidiaries in an aggregate amount not to exceed $50,000,000 at any one time outstanding during the term of this Agreement) provided that, Investments into a Subsidiary in connection with such Subsidiary making a Permitted Acquisition permitted pursuant to Section 8.8(h), shall not be subject to the restrictions of this Section 8.8(k); and

(l)            in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrowers or any of their Subsidiaries in an aggregate amount (valued at cost) not to exceed $25,000,000 during the term of this Agreement.

8.9.          Transactions with Affiliates.  Enter into any transaction (other than the Spin-off Transaction), including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than any Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Borrower, and (c) upon fair and reasonable terms no less favorable to the relevant Borrower, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.

8.10.        Sales and Leasebacks.  Enter into any arrangement with any Person providing for the leasing by any Borrower of real or personal property that has been or is to be sold or transferred by such Borrower to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations

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of such Borrower, other than any such arrangement that (i) if such arrangement is a Capital Lease Obligation, is permitted pursuant to Section 8.2(e), or (ii) the consideration received from such arrangement is at least equal to the fair market value of the property sold as determined in good faith by the Borrower’s board of directors.

8.11.        Changes in Fiscal Periods.  Permit the fiscal year of TMP to end on a day other than December 31 or change TMP’s method of determining fiscal quarters.

8.12.        Negative Pledge Clauses.  Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, and (b) any agreements governing any Liens or Capital Lease Obligations otherwise permitted under Sections 8.3(l), (m) and (o), provided that, in each case, any prohibition or limitation shall only be effective against the assets financed thereby, and (c) to the extent existing on the Closing Date, contracts with customers prohibiting Liens on any equipment used in the performance of any such contracts as set forth on Schedule 8.12(c).

8.13.        Clauses Restricting Subsidiary Distributions.  Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrowers to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrowers or any other Subsidiary of the Borrowers, (b) make loans or advances to, or other Investments in, the Borrowers or any other Subsidiary of the Borrowers or (c) transfer any of its assets to the Borrowers or any other Subsidiary of the Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

8.14.        Lines of Business.  Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrowers and their Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto and business utilizing the same or similar technology.

SECTION 9            EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a)           the Borrowers shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrowers shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b)           any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or

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financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

(c)           (i)  any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 7.4(a), Section 7.7(a)(only with respect to the Borrowers and any one or more Loan Parties that individually or collectively as a group  constitutes a Significant Subsidiary (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act)) or Section 8 of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and Collateral Agreement; or

(d)           any Borrower or any one or more Loan Parties that individually or collectively as a group constitutes a Significant Subsidiary of TMP shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice to the Borrowers from the Administrative Agent or any Lenders; or

(e)           any Loan Party (i) defaults in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) defaults in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) defaults in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $5,000,000; or

(f)            (i) any Borrower or any one or more Loan Parties that individually or collectively as a group constitutes a Significant Subsidiary of TMP shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Borrower or any one or more Loan Parties that individually or collectively as a group constitutes a Significant Subsidiary of TMP shall make a general

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assignment for the benefit of its creditors; or (ii) there shall be commenced against any Borrower or any one or more Loan Parties that individually or collectively as a group constitutes a Significant Subsidiary of TMP any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against any Borrower or any one or more Loan Parties that individually or collectively as a group constitutes a Significant Subsidiary of TMP any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Borrower or any one or more Loan Parties that individually or collectively as a group constitutes a Significant Subsidiary of TMP shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Borrower or any one or more Loan Parties that individually or collectively as a group constitutes a Significant Subsidiary of TMP shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g)           (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any plan (subject to ERISA or Section 4975 of the Code) sponsored by a Borrower or Commonly Controlled Entity, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of a Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could, in the reasonable judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or

(h)           one or more judgments or decrees shall be entered against any Loan Party involving in the aggregate a liability (not paid or fully covered by insurance (subject to applicable deductibles) as to which the relevant insurance company has acknowledged coverage) of $5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

(i)            any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

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(j)            the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or

(k)           (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of securities of TMP representing 35% or more of the combined voting power of TMP’s then-outstanding voting securities; or (ii) the board of directors of TMP shall cease to consist of a majority of Continuing Directors;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrowers, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken:  (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable.  With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder and under the other Loan Documents.  After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto).  Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

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SECTION 10          THE AGENTS

10.1.        Appointment.  (a)  Each Lender hereby irrevocably designates and appoints each Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes such Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

(b)           The Issuing Lender shall act on behalf of the Revolving Lenders with respect to Letters of Credit issued under this Agreement and the documents associated therewith.  It is understood and agreed that the Issuing Lender (i) shall have all of the benefits and immunities (x) provided to the Agent in this Section 10 with respect to acts taken or omissions suffered by the Issuing Lender and Lenders in connection with Letters of Credit and Foreign Currency Loans issued or made under this Agreement and the documents associated therewith as fully as if the term “Agents”, as used in this Section 10, included the Issuing Lender with respect to such acts or omissions and (y) as additionally provided in this Agreement and (ii) shall have all of the benefits of the provisions of Section 10.7 as fully as if the term “Agent”, as used in Section 10.7, included the Issuing Lender.

10.2.        Delegation of Duties.  Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

10.3.        Exculpatory Provisions.  Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder.  The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

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10.4.        Reliance by Agent.  Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by such Agent.  The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.  Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.  The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

10.5.        Notice of Default.  No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder (except a payment default) unless such Agent has received notice from a Lender or the Borrowers referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

10.6.        Non-Reliance on Agents and Other Lenders.  Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender.  Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement.  Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property,

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financial and other condition and creditworthiness of the Loan Parties and their affiliates.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

10.7.        Indemnification.  Whether or not the transactions contemplated hereby are consummated, the Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct.  The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder and the resignation or replacement of the Agent.

10.8.        Agent in Its Individual Capacity.  Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent.  With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

10.9.        Successor Administrative Agent.  The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders and the Borrowers.  If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed and shall not be required if an Event of Default exists and is continuing), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated,

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without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans.  If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent, which agent shall be (a) a bank organized and doing business under the laws of the United States or any state thereof, subject to supervision or examination by federal or state authority and having a total shareholder equity aggregating at least $1,000,000,000 and (b) unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrowers shall have occurred and be continuing, be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed).  The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender.  After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

10.10.      Agent Generally.  Except as expressly set forth herein, no Agent shall have any duties or responsibilities hereunder in its capacity as such.

10.11.      The Documentation Agent, Syndication Agent and Lead Arranger.  None of the Lenders or other Persons identified as “the Documentation Agent”, “the Syndication Agent” or the “Lead Arranger”, in their capacity as such, shall have any rights, powers, obligations, duties or responsibilities, and shall incur no liability, under this Agreement and other Loan Documents other than in the case of such Lenders, those applicable to all Lenders as such.  Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.

SECTION 11          MISCELLANEOUS

11.1.        Amendments and Waivers.  Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 11.1.  The Required Lenders and each Loan Party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party to the relevant Loan Document may, from time to time, (a) enter into written amendments, consents, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled

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date of maturity of any Loan or Reimbursement Obligation, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates, which waiver shall be effective with the consent of the Required Lenders and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment, in each case without the written consent of all Lenders; (ii) eliminate or reduce the voting rights of any Lender under this Section 11.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrowers of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Sections 2.15 through 2.16, 4.8 or 11.17, or any provision of this Agreement that requires the consent of or action by all the Lenders, without the written consent of all the Lenders; (vii) amend, modify or waive any provision of Section 11.1 without the written consent of the Lenders; (viii) amend, modify or waive any provision of Section 2.3 or 2.4 without the written consent of the Swingline Lender; or (ix) amend, modify or waive any provision of Sections 2.7 to 2.14 without the written consent of each Issuing Lender.  Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans.  In the case of any waiver, the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

11.2.        Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Borrowers and the Agents, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto (or in the case of the Lenders, to the Administrative Agent and TMP):

the Borrowers:		TMP Worldwide, Inc.
		000 Xxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Attention:  Xxxxx Xxxxxxxxxx
		Telephone:  (000) 000-0000
		Telecopy:    (000) 000-0000
		TMP Worldwide Limited
		Chancery House

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		00-00 Xxxxxxxx Xxxx
		Xxxxxx, XX0X IQS
		Attention:  Xxxxxxx Xxxxxx
		Telephone:  (00) 000 000 0000
		Telecopy:    (00) 000 000 0000
		Xxxxxxxx Xxxxx Xxxxx Limited
		Xxxxxxxx Xxxxx
		00-00 Xxxxxx Xxxxxx
		Xxxxxx, XX0X 0XX
		Attention:  Xxxxx Xxxxxxxxx
		Telephone:  (00) 000 000 0000
		Telecopy: (00) 000 000 0000
The Administrative Agent:		Fleet National Bank
		0000 Xxxxxx xx xxx Xxxxxxxx
		Xxx Xxxx, XX 00000
		Attention: Lung Xxxxx
		Telephone:  (000) 000-0000
		Telecopy:  (000) 000-0000
(if to London Office)		Fleet National Bank
		c/o FleetBoston Financial
		00 Xxxxxxxx Xxxxxx,
		Xxxxxx XX0X OED
		Attention: Xxxx Xxxxxxx
		Telephone: (00) 000 000 0000
		Telecopy: (00) 000 000 0000
(with a copy to)		Fleet National Bank
		1185 Avenue of the Americas
		Xxx Xxxx, XX 00000
		Attention:  Xxxxxx X. Xxxx
		Telephone:  (000) 000-0000
		Telecopy:  (000) 000-0000
The Syndication Agent:		The Royal Bank of Scotland plc
		000 Xxxx Xxxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxxxx Xxxx
		Telecopy: (000) 000-0000
		Telephone: (000) 000-0000
Issuing Lender:		As notified by such Issuing Lender to the Administrative Agent and the Borrowers

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provided that any notice, request or demand to or upon any Agent, the Issuing Lender or the Lenders shall not be effective until received.

11.3.        No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.4.        Survival of Representations and Warranties.  All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

11.5.        Payment of Expenses and Taxes.  TMP agrees (a) to pay or reimburse the Administrative Agent on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the administration, development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to TMP prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and Agent for all its reasonable costs and reasonable expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, provided that, the fees and disbursements of counsel to any such Lender shall only be paid or reimbursed to the extent incurred in connection with a Default or an Event of Default, (c) to pay, indemnify, and hold each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse the Issuing Lender and each Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the conversion of any Letter of Credit denominated in a Foreign Currency or any Foreign Currency pursuant to the terms of this Agreement, and (e) to pay, indemnify, and hold each Lender and Agent and their respective officers, directors, employees, affiliates, agents, trustees, advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this

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Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Borrower or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”), provided, that TMP shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities of such Indemnitee to the extent such Indemnified Liabilities are 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 Indemnitee.  Without limiting the foregoing, and to the extent permitted by applicable law, each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them may have by statute or otherwise against any Indemnitee, except to the extent resulting from the gross negligence or willful misconduct of such Indemnitee.  All amounts due under this Section 11.5 shall be payable not later than twenty days after written demand therefor.  Statements payable by TMP pursuant to this Section 11.5 shall be submitted to Xxxxx Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 917-256-8506), at the address of TMP set forth in Section 11.2, or to such other Person or address as may be hereafter designated by TMP in a written notice to the Administrative Agent.  The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

11.6.        Successors and Assigns; Participations and Assignments.  (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrowers without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.

(b)           (i)  Subject to the conditions set forth in paragraph (ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A)          the Borrowers, provided that, no consent of the Borrowers shall be required for (x) any assignment to a Lender, an affiliate of a Lender or an Approved Fund (as defined below), or (y) any assignment of the Revolving Commitments, Revolving Loans if an Event of Default has occurred and is continuing;

(B)           the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an Assignee that is a Lender immediately prior to giving effect to such assignment, except in the case of an assignment of a

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Revolving Commitment to an Assignee that does not already have a Revolving Commitment; and

(C)           in the case of any assignment of a Revolving Commitment, each Issuing Lender and the Swingline Lender; and

in the case of all such assignments, subject to notice to the Administrative Agent.

(ii)           Assignments shall be subject to the following additional conditions:

(A)          except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrowers shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;

(B)           the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (treating simultaneous assignments by a Lender to two or more Approved Funds of such Lender as a single assignment);

(C)           the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and

(D)          in the case of an assignment by a Lender to a CLO (as defined below) managed or administered by such Lender or an Affiliate of such Lender, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 12.1 and (2) directly affects such CLO.

For the purposes of this Section 11.6, the terms “Approved Fund” and “CLO” have the following meanings:

“Approved Fund” means (a) with respect to any Lender, a CLO managed by such Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an affiliate of such investment advisor.

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“CLO” means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an affiliate of such Lender.

(iii)          Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.9, 4.10, 4.11 and 11.5 relating to the period during which it was a Lender).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)          The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.

(v)           Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder) and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)           (i)  Any Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Agents, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any

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amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant.  Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.9, 4.10 and 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.7(b) as though it were a Lender, provided such Participant shall be subject to Section 12.7(a) as though it were a Lender.

(ii)           A Participant shall not be entitled to receive any greater payment under Section 4.9, 4.10 or 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with each Borrower’s prior written consent.  Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 5.10 unless such Participant complies with Section 5.10(d).

(d)           Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.  In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of the Borrowers or the Administrative Agent, assign or pledge all or any portion of its rights under this Agreement, including the Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder or, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities; provided that any foreclosure or similar action by such trustee or representative shall be subject to the provisions of this Section concerning assignments.

(e)           Each Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.

(f)            Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrowers or the Administrative Agent and without regard to the limitations set forth in Section 11.6(b).  Each Borrower, each Lender and the Agents hereby confirm that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless

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each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

11.7.        Adjustments; Set-off.  (a)  Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Lender”) shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 9, receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b)           In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to TMP, any such notice being expressly waived by TMP to the extent permitted by applicable law, upon any amount becoming due and payable by TMP hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of TMP.  Each Lender agrees promptly to notify TMP and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.8.        Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signed by all the parties shall be lodged with each Borrower and the Administrative Agent.

11.9.        Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.10.      Integration.  This Agreement and the other Loan Documents are intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this

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Agreement.  All prior or contemporaneous promises, agreements, and understandings, whether oral or written, are deemed to be superceded by this Agreement, and no party is relying on any promise, agreement or understanding not set forth in this Agreement.

11.11.      GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

11.12.      Submission To Jurisdiction; Waivers.  Each Borrower hereby irrevocably and unconditionally:

(a)           submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b)           consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)           agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each Borrower at its address set forth in Section 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)           agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and

(e)           waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

11.13.      Acknowledgments.  Each Borrower hereby acknowledges that:

(a)           it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b)           no Agent or Lender has any fiduciary relationship with or duty to the Borrowers arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Agents and Lenders, on one hand, and the Borrowers, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

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(c)           no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrowers and the Lenders.

11.14.      Releases of Guarantees and Liens.  (a)  Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrowers having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 11.1 or (ii) under the circumstances described in paragraph (b) below.

(b)           At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than obligations under or in respect of Hedge Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

11.15.      Confidentiality.  Each Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (a) to any Agent, any other Lender or any Lender Affiliate, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Hedge Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document, or (j) with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Lenders relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this subsection (j) shall only apply to such portions of this Agreement or similar item that relate to the tax treatment or tax structure of the Loans and the transactions contemplated hereby.

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11.16.      WAIVERS OF JURY TRIAL.  EACH BORROWER, THE AGENTS AND EACH LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE LENDERS AND THE AGENTS RELATING TO THE ADMINISTRATION OF THE LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR THE ADMINISTRATIVE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY LENDER OR THE ADMINISTRATIVE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR EACH LENDER AND THE ADMINISTRATIVE AGENT TO ACCEPT THIS AGREEMENT AND MAKE THE LOANS.

11.17.      Addition of Foreign Subsidiaries as Borrowers.  Notwithstanding Section 11.1 herein, no Foreign Subsidiary may be added as a Borrower to this Agreement without the written consent of each Lender and the Administrative Agent.

11.18.      Conversion of Currencies.  (a)  If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b)           The obligations of the Borrowers in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the

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Applicable Creditor against such loss.  The obligations of the Borrowers contained in this Section 11.18 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

11.19.      Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

11.20.      Borrowings by the UK Borrowers.  (a)  No UK Borrower may borrow or request any borrowings under this Agreement and no Lender shall make Loans to any UK Borrower under this Agreement, until such date as (i) the UK Borrowers shall have received confirmation and/or necessary approval from the UK Inland Revenue (the “Inland Approval”) in respect to proposed loans from each of LaSalle Bank National Association and Fifth Third Bank (each a “Non-UK Qualifying Bank”, collectively the “Non-UK Qualifying Banks”) in order to establish such Non-UK Qualifying Bank’s entitlement to receive payments made by the UK Borrowers, make loans to the UK Borrowers under this Agreement, and for the UK Borrowers to make payments, and to borrow money, in each case, under this Agreement, without deduction or withholding of applicable United Kingdom withholding taxes, or (ii) this Agreement shall have been amended and/or amended and restated, subject to the terms and conditions specified below, to create a UK Borrowing Subfacility (as defined below).  Within 30 days after the Closing Date (the “Filing Date”), each Non-UK Qualifying Bank shall use commercially reasonable efforts to make all applicable filings with the US Internal Revenue Service and that will permit each UK Borrower to borrow and make payments under this Agreement, and for each Non-UK Qualifying Bank to receive payments and to make Loans hereunder, without deduction or withholding of applicable United Kingdom withholding taxes.

(b)           If the UK Borrowers do not receive the Inland Approval within 45 days from the Filing Date, upon the request of TMP, each Lender, the Agents, and each Borrower hereby agree to enter into a written amendment and/or amendment and restatement of this Agreement, among other things, to (i) create a separate subfacility under which only each of Barclays Bank PLC, Fleet National Bank, and The Royal Bank of Scotland plc (each a “UK Qualifying Bank, collectively, the “UK Qualifying Banks”) can make loans, and the UK Borrowers can request borrowings, and (ii) permit any UK Qualifying Bank to (A) act as a fronting bank (the “Fronting Bank”), in such bank’s sole discretion, for the Non-UK Qualifying Banks and to make loans to the UK Borrowers subject to fronting fees and charges payable by the UK Borrowers, and (B) for the Fronting Bank to sell, and for each Non-UK Qualifying Bank to purchase, participations in such subfacility (the “UK Borrowing Subfacility”).

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

	TMP WORLDWIDE INC., as Borrower
	By:			/s/ Xxxxx Xxxxxxx
		Name:				Xxxxx Xxxxxxx
		Title:				Treasurer
	TMP WORLDWIDE LIMITED, as Borrower and UK Borrower
	By:				/s/ Xxxxxxx Xxxxxx
			Name:				Xxxxxxx Cooneyni
			Title:				Director
	XXXXXXXX XXXXX XXXXX LIMITED, as Borrower and UK Borrower
	By:				/s/ Xxxxx Xxxxxx
			Name:					Xxxxx Xxxxxx
			Title:					Director

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	FLEET NATIONAL BANK, as Administrative Agent and as a Lender
	By:		/s/ Xxxxxx X. Xxxx
		Name:		Xxxxxx X. Xxxx
		Title:		Senior Vice President

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	THE ROYAL BANK OF SCOTLAND plc, as Syndication Agent and as a Lender
	By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Senior Vice President

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	LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent and as a Lender
	By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

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	BARCLAYS BANK PLC, as Lender
	By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Relationship Director

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	FIFTH THIRD BANK, as Lender
	By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Corporate Banking Officer

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Annex A

PRICING GRID FOR LOANS

Pricing Level		Applicable Margin for Eurocurrency Loans		Applicable Margin for Alt. Base Rate Loans		Commitment Fee Rate
I		1.50	%	0.00	%	.300	%
II		1.75	%	0.125	%	.375	%
III		2.00	%	0.250	%	.375	%
IV		2.25	%	0.500	%	.500	%

The Applicable Margin for Revolving Loans, Foreign Currency Loans, UK Foreign Currency Loans and Swingline Loans and the Commitment Fee Rate shall be adjusted, on and after the first Adjustment Date (as defined below), based on changes in the Consolidated Leverage Ratio, with such adjustments to become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which the relevant financial statements are delivered to the Lenders pursuant to Section 7.1 and to remain in effect until the next adjustment to be effected pursuant to this paragraph.  If any financial statements referred to above are not delivered within the time periods specified in Section 7.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply.  On each Adjustment Date, the Applicable Margin for Revolving Loans, Foreign Currency Loans, UK Foreign Currency Loans and Swingline Loans and the Commitment Fee Rate shall be adjusted to be equal to the Applicable Margins and Commitment Fee Rate opposite the Pricing Level determined to exist on such Adjustment Date from the financial statements relating to such Adjustment Date.

As used herein, the following rules shall govern the determination of Pricing Levels on each Adjustment Date:

“Pricing Level I”  shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 0.75 to 1.00.

“Pricing Level II”  shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 1.25 to 1.00 but greater than or equal to 0.75 to 1.00.

“Pricing Level III”  shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 1.75 to 1.00 but greater than or equal to 1.25 to 1.00.

“Pricing Level IV”  shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is greater than or equal to 1.75 to 1.00.

Notwithstanding the foregoing, the Applicable Margin shall be at “Pricing Level III” until the Administrative Agent receives compliance reporting for TMP’s quarter ending March 31, 2004.

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