0001104659-07-091074 Sample Contracts

CREDIT AGREEMENT
Credit Agreement • December 27th, 2007 • Monster Worldwide Inc • Services-advertising agencies • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 21, 2007, among MONSTER WORLDWIDE, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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SUBSIDIARY GUARANTY
Subsidiary Guaranty • December 27th, 2007 • Monster Worldwide Inc • Services-advertising agencies • New York

This SUBSIDIARY GUARANTY, dated as of December 21, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), is made by each Subsidiary (such capitalized term and other terms used in this Guaranty to have the meanings set forth in Article I) of MONSTER WORLDWIDE, INC., a Delaware corporation (the “Company”), from time to time party hereto (each individually, a “Guarantor” and, collectively, the “Guarantors”), in favor of BANK OF AMERICA, N.A., as the administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Lenders.

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