Attached files
file | filename |
---|---|
EX-23 - EX-23 - HARRIS INTERACTIVE INC | l39969exv23.htm |
EX-21 - EX-21 - HARRIS INTERACTIVE INC | l39969exv21.htm |
EX-31.2 - EX-31.2 - HARRIS INTERACTIVE INC | l39969exv31w2.htm |
EX-32.1 - EX-32.1 - HARRIS INTERACTIVE INC | l39969exv32w1.htm |
EX-32.2 - EX-32.2 - HARRIS INTERACTIVE INC | l39969exv32w2.htm |
EX-10.6.7 - EX-10.6.7 - HARRIS INTERACTIVE INC | l39969exv10w6w7.htm |
EX-10.7.14 - EX-10.7.14 - HARRIS INTERACTIVE INC | l39969exv10w7w14.htm |
EX-10.4.23 - EX-10.4.23 - HARRIS INTERACTIVE INC | l39969exv10w4w23.htm |
EX-10.4.38 - EX-10.4.38 - HARRIS INTERACTIVE INC | l39969exv10w4w38.htm |
10-K - FORM 10-K - HARRIS INTERACTIVE INC | l39969e10vk.htm |
EX-31.1 - EX-31.1 - HARRIS INTERACTIVE INC | l39969exv31w1.htm |
Exhibit 10.7.13

ATTN:
|
Eric Narowski HARRIS INTERACTIVE INC |
|
FAX NO:
|
001 585 272 0824 | |
FROM:
|
JPMorgan Chase Bank, N.A. | |
RE:
|
Interest Rate Swap Confirmation(REVISION) | |
YOUR REF: |
||
OUR REF:
|
6900043624393 / 00115009143 | |
DATE SENT:
|
11 August 2010 | |
NO OF PAGES:
|
7 (Including Cover) |
URGENT: PLEASE SIGN AND FAX THIS
CONFIRMATION TO (001) 888 803 3606
CONFIRMATION TO (001) 888 803 3606

Interest Rate Swap Transaction(REVISION)
THIS DEAL HAS BEEN AMENDED AND RESTATED DUE TO AMENDMENTS
EFFECTIVE June 17, 2010
EFFECTIVE June 17, 2010
The purpose of this letter agreement is to confirm the amendment of the terms and conditions
of the Transaction entered into between:
JPMORGAN CHASE BANK, N.A.
(JPMorgan)
(JPMorgan)
and
HARRIS INTERACTIVE INC
(the Counterparty)
(the Counterparty)
on the Trade Date and identified by the JPMorgan Deal Number specified below (the Transaction).
This letter agreement constitutes a Confirmation as referred to in the Master Agreement specified
below, and supersedes any previous confirmation or other writing with respect to the transaction
described below.
The definitions and provisions contained in the 2006 ISDA Definitions (the Definitions), as
published by the International Swaps and Derivatives Association, Inc. are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as
of 16 August 2007, as amended and supplemented from time to time (the Agreement), between
JPMORGAN CHASE BANK, N.A. (JPMorgan) and HARRIS INTERACTIVE INC (the Counterparty). All
provisions contained in the Agreement govern this Confirmation except as expressly modified below.
Page 1 of 6

The terms of the particular Interest Rate Swap Transaction to which this
Confirmation relates are as follows:
A. TRANSACTION DETAILS |
||
JPMorgan Deal Number(s):
|
6900043624393 / 00115009143 | |
Notional Amount:
|
As set forth in the Notional Amount Schedule hereto | |
Trade Date:
|
23 August 2007 | |
Effective Date:
|
21 September 2007 | |
Termination Date:
|
30 September 2013 subject to adjustment in accordance with the Modified Following Business Day Convention. | |
Fixed Amounts: |
||
Fixed Rate Payer:
|
Counterparty | |
Fixed Rate Payer Payment Dates:
|
The last day of each December, March, June and September in each year, from and including 31 December 2007 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period. | |
Fixed Rate:
|
4.32000 percent | |
Fixed Rate Day Count Fraction:
|
Actual/360 | |
Business Days:
|
New York, London | |
Floating Amounts: |
||
Floating Rate Payer:
|
JPMorgan | |
Floating Rate Payer Payment Dates:
|
The last day of each December, March, June and September in each year, from and including 31 December 2007 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period. | |
Floating Rate for initial Calculation Period: |
5.23750 percent | |
Floating Rate Option:
|
USD-LIBOR-BBA | |
Designated Maturity:
|
3 Month | |
Spread:
|
None | |
Floating Rate Day Count Fraction:
|
Actual/360 | |
Reset Dates:
|
The first day of each Calculation Period. |
Page 2 of 6

Compounding:
|
Inapplicable | |
Business Days:
|
New York, London | |
Calculation Agent:
|
JPMorgan, unless otherwise stated in the Agreement. |
MAINTENANCE OF HEDGE
Counterparty hereby agrees that at all times until the termination of this Transaction it shall
maintain outstanding obligations in respect of borrowed money in an amount equal to or greater than
the Notional Amount.
Notional Amount Schedule: |
||
Effective From:
|
Notional Amount: | |
21 September 2007
|
USD 34,625,000.00 | |
31 March 2010
|
USD 17,312,500.00 | |
30 June 2010
|
USD 15,581,250.00 | |
30 September 2010
|
USD 14,382,692.00 | |
31 December 2010
|
USD 13,184,135.00 | |
31 March 2011
|
USD 11,985,577.00 | |
30 June 2011
|
USD 10,787,019.00 | |
30 September 2011
|
USD 9,588,462.00 | |
30 December 2011
|
USD 8,389,904.00 | |
30 March 2012
|
USD 7,191,346.00 | |
29 June 2012
|
USD 5,992,788.00 | |
28 September 2012
|
USD 4,794,231.00 | |
31 December 2012
|
USD 3,595,673.00 | |
28 March 2013
|
USD 2,397,115.00 | |
28 June 2013
|
USD 1,198,558.00 |
B. ACCOUNT DETAILS |
||
Payments to JPMorgan in USD: |
||
JPMORGAN CHASE BANK, N.A. BIC: CHASUS33XXX A/C No: 099997979 JPMORGAN CHASE BK NATL ASSOC, NEW YORK BIC: CHASUS33XXX |
||
Payments to Counterparty in USD:
|
As per your standard settlement instructions. | |
C. OFFICES |
||
JPMorgan:
|
NEW YORK | |
Counterparty:
|
ROCHESTER |
D. DOCUMENTS TO BE DELIVERED
Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence
of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such
evidence has been previously supplied and remains true and in effect.
E. RELATIONSHIP BETWEEN PARTIES
Page 3 of 6

Each party will be deemed to represent to the other party on the date on which it enters into a
Transaction that (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions
to enter into that Transaction and as to whether that Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that Transaction. No communication (written or
oral) received from the other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on
its own behalf or through independent professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that
Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in
respect of that Transaction.
Page 4 of 6

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a
copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile
substantially similar to this letter, which letter, telex or facsimile sets forth the material
terms of the Transaction to which this Confirmation relates and indicates agreement to those terms.
When referring to this Confirmation, please indicate: JPMorgan Deal Number(s): 6900043624393 /
00115009143
JPMorgan Chase Bank, N.A. |
|||||
/s/ Carmine Pilla | |||||
Name: | Carmine Pilla | ||||
Title: | Executive Director | ||||
Accepted and confirmed as of the date first written: HARRIS INTERACTIVE INC |
|||||
/s/ Eric W. Narowski | |||||
Name: | Eric W. Narowski | ||||
Title: | Interim Chief Financial Officer | ||||
Your reference number: | |||||
Page 5 of 6

Client Service Group
All queries regarding confirmations should be sent to:
All queries regarding confirmations should be sent to:
JPMorgan Chase Bank, N.A.
Contacts |
||||
JPMorgan Contact
|
Telephone Number | |||
Client Service Group
|
. | |||
Group E-mail address: |
||||
Facsimile:
|
(001 ) 888 803 3606 | |||
Telex: |
||||
Cable: |
Please quote the JPMorgan deal number(s): 6900043624393 / 00115009143.
Page 6 of 6