exv10w7w13





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






 









 












Interest Rate Swap Transaction(REVISION)



THIS DEAL HAS BEEN AMENDED AND RESTATED DUE TO AMENDMENTS

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”)




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 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.






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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:

	 	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.






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	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





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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:  	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:	 	 
	 	 
	 	 



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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

	 	 	.	 
	 
	 	 	 	 
	Group E-mail address:
	 	 	 	 
	Facsimile:

	 	 	(001 ) 888 803 3606	 
	Telex:
	 	 	 	 
	Cable:
	 	 	 	 





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





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