EX-10.4



 





Exhibit 10.4




Interest Rate Swap Transaction (REVISION)



The purpose of this letter agreement is to confirm the terms and conditions of the Transaction
entered into between:




JPMORGAN CHASE BANK, N.A.

(“JPMorgan”)




and




HARRIS INTERACTIVE INC

(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 23 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.




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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:

	 	21 September 2012 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:

	 	5.08000 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.






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	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.
	 
	 	 
	Compounding:
	 	Inapplicable
	 
	 	 
	Business Days:
	 	New York, London
	 
	 	 
	Calculation Agent:
	 	JPMorgan, unless otherwise stated in the Agreement.






Notional Amount Schedule:




	 	 	 	 	 
	Effective From:	 	Notional Amount:
	21 September 2007
	 	USD	34,625,000.00	 
	31 December 2007
	 	USD	32,893,750.00	 
	31 March 2008
	 	USD	31,162,500.00	 
	30 June 2008
	 	USD	29,431,250.00	 
	30 September 2008
	 	USD	27,700,000.00	 
	31 December 2008
	 	USD	25,968,750.00	 
	31 March 2009
	 	USD	24,237,500.00	 
	30 June 2009
	 	USD	22,506,250.00	 
	30 September 2009
	 	USD	20,775,000.00	 
	31 December 2009
	 	USD	19,043,750.00	 
	31 March 2010
	 	USD	17,312,500.00	 
	30 June 2010
	 	USD	15,581,250.00	 






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	Effective From:	 	Notional Amount:
	30 September 2010
	 	USD	13,850,000.00	 
	31 December 2010
	 	USD	12,118,750.00	 
	31 March 2011
	 	USD	10,387,500.00	 
	30 June 2011
	 	USD	8,656,250.00	 
	30 September 2011
	 	USD	6,925,000.00	 
	30 December 2011
	 	USD	5,193,750.00	 
	30 March 2012
	 	USD	3,462,500.00	 
	29 June 2012
	 	USD	1,731,250.00	 






B. ACCOUNT DETAILS




	 	 	 
	Payments to JPMorgan in USD:

	 	JPMORGAN CHASE BANK, N.A.

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

BIC: CHASUS33XXX
AC No: 099997979
	 
	 	 
	Payments to Counterparty in USD:

	 	As per your standard settlement instructions.
	 
	 	 
	C. OFFICES
	 	 
	 
	 	 
	JPMorgan:

	 	NEW YORK
	 
	 	 
	Counterparty:

	 	ROCHESTER






D. GOVERNING LAW



The laws of the State of New York, provided, however, that upon execution of the Master Agreement,
this Confirmation shall be governed by the law governing such Master Agreement.




E. 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.




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F. RELATIONSHIP BETWEEN PARTIES



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.




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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:

	 	Vice President	 	 
	 
	 	 	 	 
	Accepted and confirmed as of the date first written:	 	 
	HARRIS INTERACTIVE INC	 	 
	 
	 	 	 	 
	/s/ Ronald E. Salluzzo	 	 
	 	 	 
	Name:

	 	Ronald E. Salluzzo	 	 
	Title:

	 	Chief Financial Officer	 	 
	Your reference number:                     	 	 






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Client Service Group

All queries regarding confirmations should be sent to:




JPMorgan Chase Bank, N.A.




	 	 	 
	Contacts
	 	 
	JPMorgan Contact

	 	Telephone Number
	 
	 	 
	Client Service Group

	 	(001) 3026344960
	 
	 	 
	Group E-mail address:
	 	 
	Facsimile:

	 	(001) 888 803 3606
	Telex:
	 	 
	Cable:
	 	 






Please quote the JPMorgan deal number(s): 6900043624393 / 00115009143.




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