0001193125-11-224475 Sample Contracts

UNLIMITED GUARANTY
Harte Hanks Inc • August 16th, 2011 • Services-direct mail advertising services • New York

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to Harte-Hanks, Inc., a Delaware corporation (the “Borrower”) by the Guaranteed Parties (as hereinafter defined), the undersigned Guarantor (whether one or more, the “Guarantor”, and if more than one, jointly and severally) hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:

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SECOND AMENDMENT TO TERM LOAN AGREEMENT AND CONSENT
Term Loan Agreement and Consent • August 16th, 2011 • Harte Hanks Inc • Services-direct mail advertising services

THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT AND CONSENT (this “Amendment”) is effective as of August 16, 2011 (the “Effective Date”), by and among HARTE-HANKS, INC., a Delaware corporation (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders under the Loan Agreement (hereinafter defined) and Lenders (as defined in the Loan Agreement) party hereto.

UNLIMITED GUARANTY
Harte Hanks Inc • August 16th, 2011 • Services-direct mail advertising services • Texas

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to Harte-Hanks, Inc., a Delaware corporation (the “Borrower”) by the Guaranteed Parties (as hereinafter defined), the undersigned Guarantor (whether one or more, the “Guarantor”, and if more than one, jointly and severally) hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:

TERM LOAN AGREEMENT Dated as of August 16, 2011 among HARTE-HANKS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES...
Term Loan Agreement • August 16th, 2011 • Harte Hanks Inc • Services-direct mail advertising services • New York

This TERM LOAN AGREEMENT (“Agreement”) is entered into as of August 16, 2011, among HARTE-HANKS, INC., a Delaware corporation (the “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, and joined in for certain purposes by the Subsidiaries of the Borrower signatory hereto (the “Subsidiary Guarantors”).

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT
Credit Agreement and Consent • August 16th, 2011 • Harte Hanks Inc • Services-direct mail advertising services • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Amendment”) is made and entered into as of the 16th day of August, 2011, by and among HARTE-HANKS, INC., a Delaware corporation (the “Borrower”), the lenders party hereto, and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the “Administrative Agent”), and joined in for certain purposes by the Subsidiaries of the Borrower signatory hereto (the “Subsidiary Guarantors”). This Amendment amends that certain Credit Agreement dated as of August 12, 2010 (as amended, the “Credit Agreement”) by and among the Borrower, the Administrative Agent and the lenders from time to time party thereto.

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