CREDIT AGREEMENT dated as of September 21, 2007 among HARRIS INTERACTIVE INC., as Borrower THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead...Credit Agreement • September 26th, 2007 • 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 A Note Exhibit C-3 — Form of Multiple Advance Term Loan Note Exhibit D — Form of Borrowing Request Exhibit E — Form of Compliance Certificate Exhibit F — Form of Master Guaranty Exhibit G — Form of Master Securities Pledge Agreement
MASTER GUARANTYMaster Guaranty • September 26th, 2007 • Harris Interactive Inc • Services-management consulting services • New York
MASTER GUARANTY dated as of September 21, 2007 (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”), 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, 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 (hereinafter, in such capacity, the “Administrative Agent”) for itself and the other l
FORM OF MASTER SECURITIES PLEDGE AGREEMENTMaster Securities Pledge Agreement • September 26th, 2007 • Harris Interactive Inc • Services-management consulting services • New York
This MASTER SECURITIES PLEDGE AGREEMENT (this “Agreement”) is made as of September 21, 2007, by and among [HARRIS INTERACTIVE INC., a Delaware corporation (hereinafter, the “Borrower”)], [Please identify other entities that will be party to this Agreement] and each other party as shall from time to time become a party hereto pursuant to Section 24 hereof (each other party, [Borrower and ___] being hereafter referred to from time to time, individually, as a “Pledgor” and collectively, as the “Pledgors”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the other lending institutions (hereinafter, collectively, the “Lenders”) which are or may become party to that certain Credit Agreement, dated as of September 21, 2007 (as amended, supplemented, restated, or otherwise modified and in effect from time to time, the “Credit Agreement”) among the Borrower, the Lenders party thereto, the Administr
