AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 30, 2010 among HARRIS INTERACTIVE INC., as Borrower THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing BankCredit Agreement • July 6th, 2010 • Harris Interactive Inc • Services-management consulting services • New York
Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Opinion of Borrower’s Counsel Exhibit C-1 — Form of Revolving Credit Note Exhibit C-2 — Form of Term Loan Note Exhibit D — Form of Borrowing Request Exhibit E — Form of Compliance Certificate Exhibit F — Form of Amended and Restated Master Guaranty Exhibit G — Form of Amended and Restated Master Securities Pledge Agreement Exhibit H — Form of Amended and Restated Master Security Agreement
AMENDED AND RESTATED MASTER SECURITIES PLEDGE AGREEMENTMaster Securities Pledge Agreement • July 6th, 2010 • Harris Interactive Inc • Services-management consulting services • New York
This AMENDED AND RESTATED MASTER SECURITIES PLEDGE AGREEMENT (this “Agreement”) is made as of June 30, 2010 by and among HARRIS INTERACTIVE INC., a Delaware corporation (hereinafter, the “Borrower”), HARRIS INTERACTIVE INTERNATIONAL INC., a Delaware corporation (“Harris International”), WIRTHLIN WORLDWIDE, LLC, a Delaware limited liability company (“Wirthlin Worldwide”), THE WIRTHLIN GROUP INTERNATIONAL, L.L.C., a Delaware limited liability company (“Wirthlin Group”), LOUIS HARRIS & ASSOCIATES, INC., a New York corporation (“Louis Harris”), HARRIS INTERACTIVE ASIA, LLC, a Delaware limited liability company (“Harris Asia”), GSBC OHIO CORPORATION, an Ohio corporation (“GSBC”) and each other party as shall from time to time become a party hereto pursuant to Section 24 hereof (each other party, Borrower, Harris International, Wirthlin Worldwide, Wirthin Group, Louis Harris, Harris Asia and GSBC being hereafter referred to from time to time, individually, as a “Pledgor” and collectively, as
AMENDED AND RESTATED MASTER SECURITY AGREEMENTMaster Security Agreement • July 6th, 2010 • Harris Interactive Inc • Services-management consulting services • New York
This AMENDED AND RESTATED MASTER SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2010, among HARRIS INTERACTIVE INC., a Delaware corporation (the “Borrower”), HARRIS INTERACTIVE INTERNATIONAL INC., a Delaware corporation (“Harris International”), WIRTHLIN WORLDWIDE, LLC, a Delaware limited liability company (“Wirthlin Worldwide”), THE WIRTHLIN GROUP INTERNATIONAL, L.L.C., a Delaware limited liability company (“Wirthlin Group”), LOUIS HARRIS & ASSOCIATES, INC., a New York corporation (“Louis Harris”), HARRIS INTERACTIVE ASIA, LLC, a Delaware limited liability company (“Harris Asia”), GSBC OHIO CORPORATION, an Ohio corporation (“GSBC”) and each other Person who joins this Agreement pursuant to Section 25 hereof (each other Person, together with the Borrower, Harris International, Wirthlin Worldwide, Wirthlin Group, Louis Harris, Harris Asia and GSBC, collectively, the “Grantors”, and individually, a “Grantor”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative a
AMENDED AND RESTATED MASTER GUARANTYMaster Guaranty • July 6th, 2010 • Harris Interactive Inc • Services-management consulting services • New York
AMENDED AND RESTATED MASTER GUARANTY dated as of June 30, 2010 (this “Guaranty”), among HARRIS INTERACTIVE INTERNATIONAL INC., a Delaware corporation (“Harris International”), WIRTHLIN WORLDWIDE, LLC, a Delaware limited liability company (“Wirthlin Worldwide”), THE WIRTHLIN GROUP INTERNATIONAL, L.L.C., a Delaware limited liability company (“Wirthlin Group”), LOUIS HARRIS & ASSOCIATES, INC., a New York corporation (“Louis Harris”), GSBC OHIO CORPORATION, an Ohio Corporation (“GSBC”), HARRIS INTERACTIVE ASIA, LLC, a Delaware limited liability company (“Harris Asia”), and each other party as shall from time to time become a party hereto pursuant to Section 19 hereof (each such other party, Harris International, Wirthlin Worldwide, Wirthlin Group, Louis Harris, GSBC, and Harris Asia being hereinafter referred to from time to time, individually, as a “Guarantor” and, collectively, as the “Guarantors”) in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (hereinafte
