exv10w7w14






Exhibit 10.7.14



EXECUTION VERSION



AMENDMENT AGREEMENT NO. 1




to that certain



AMENDED AND RESTATED CREDIT AGREEMENT



     This AMENDMENT AGREEMENT NO. 1 TO THAT CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) dated as of August 27, 2010, among (a) HARRIS INTERACTIVE INC. (the
“Borrower”), (b) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (the
“Administrative Agent”) for itself and the other lenders (the “Lenders”)
who are or may become party to the Amended and Restated Credit Agreement dated as of June 30, 2010
(as amended, restated, supplemented or otherwise modified, and in effect from time to time, the
“Credit Agreement”) among the Borrower, the Administrative Agent, the Lenders and
the Issuing Bank; and (c) the Lenders signatory hereto.



     WHEREAS, the Borrower, Lenders and the Administrative Agent have agreed to amend certain
provisions of the Credit Agreement as more fully provided herein;



     NOW, THEREFORE, in consideration of the mutual agreements contained in the Credit Agreement,
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     Section 1. Defined Terms. Capitalized terms used but not defined herein shall
have the same meanings herein as in the Credit Agreement.



     Section 2. Amendments to the Credit Agreement.



     (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following
definitions in the correct alphabetical order:




     “Banking Services” means each and any of the following bank services provided
to any Loan Party or any Subsidiary by JPMorgan Chase Bank, National Association or any of
its Affiliates: (a) credit cards for commercial customers (including, without limitation,
“commercial credit cards” and purchasing cards), (b) stored value cards and (c) treasury
management services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, overdrafts and interstate depository network
services).




     “Banking Services Obligations” means any and all obligations of the Loan
Parties or any Subsidiary, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor) in connection with Banking Services.



 









 





     (b) Section 1.1 of the Credit Agreement is hereby amended by amending and restating the
definition of “Obligations” in its entirety as follows:




     “Obligations” means (a) all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under this Agreement or any other Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due or to become
due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against the any Loan Party or any Affiliate thereof of any proceeding
under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding, (b) all obligations
under any Swap Contract between the Borrower and any Lender or any Affiliate of any Lender
to the extent permitted under Section 6.5, and (c) all Banking Services Obligations
of the Borrower, any other Loan Party or any Subsidiary.



     (c) Section 6.1(d) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




     ”(d) Guarantees by (i) the Borrower of any Indebtedness of any Loan Party, (ii) the
Borrower of any Banking Services Obligations of any Guarantor or other Subsidiary and (iii)
any Subsidiary of the Borrower of Indebtedness of the Borrower;”



     Section 3. Affirmation and Acknowledgment of the Borrower.
The Borrower hereby ratifies and confirms all of its Obligations (as such term
is amended hereby) to the Lenders, Issuing Bank and the Administrative Agent, including, without
limitation, the Loans, and the Borrower hereby affirms its absolute and unconditional promise to
pay to the Lenders, the Issuing Bank and the Administrative Agent the Loans and all other amounts
due under the Credit Agreement as amended hereby. The Borrower hereby confirms that the
Obligations are secured pursuant to the Collateral Documents and pursuant to all other instruments
and documents executed and delivered by the Borrower as security for the Obligations;
provided however that the Banking Services Obligations are not secured by
the foreign law governed pledge agreements entered into by any Loan Party with respect to the
pledge of stock of such Loan Party’s Foreign Subsidiary.



     Section 4. Conditions to Effectiveness. This Amendment shall become
effective subject to:



     (a) the receipt by the Administrative Agent (or its counsel) from each of the Borrower, the
Administrative Agent and the Lenders, of either (i) an original counterpart of this Amendment
signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include facsimile transmission of a signed signature page of this Amendment) that such
party has signed a counterpart of this Amendment;



 









 





     (b) the receipt by the Administrative Agent (or its counsel) from each of the Loan Parties, of
either (i) an original counterpart of the Loan Parties’ acknowledgment attached to this Amendment
signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include facsimile transmission of a signed signature page of this Amendment) that such
party has signed a counterpart of the Loan Parties’ acknowledgement, and



     (c) the receipt by the Administrative Agent (or its counsel) from the Borrower, of either (i)
an original counterpart of the Borrower’s signature page to that certain parent guaranty pursuant
to which the Borrower guarantees the Bank Services Obligations of any of its Subsidiaries (the
“Parent Guaranty”), or (ii) written evidence satisfactory to the Administrative Agent
(which may include facsimile transmission of a signed signature page of this Amendment) that the
Borrower has signed a counterpart of the Parent Guaranty.



     Section 5. Miscellaneous Provisions.



     (a) Except as otherwise expressly provided by this Amendment, all of the terms, conditions and
provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and
effect, and that this Amendment and the Credit Agreement shall be read and construed as one
instrument.



     (b) This Amendment shall be construed in accordance with and governed by the internal law of
the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations laws
of the State of New York).



     (c) This Amendment shall constitute a Loan Document under the Credit Agreement and all
obligations included in this Amendment (including, without limitation, all obligations for the
payment of principal, interest, fees and other amounts and expenses) shall constitute Obligations
under the Credit Agreement and be secured by the Collateral Documents securing the Obligations
other than the foreign law governed pledge agreements entered into by any Loan Party with respect
to the pledge of stock of such Loan Party’s Foreign Subsidiary.



     (d) Any failure by the Borrower or the Loan Parties to comply with any of the terms and
conditions of this Amendment shall constitute an immediate Event of Default.



     (e) This Amendment may be executed in any number of counterparts, each of which shall
constitute an original, but all such counterparts shall together constitute but one contract. In
making proof of this Amendment it shall not be necessary to produce or account for more than one
counterpart signed by each party hereto by and against which enforcement hereof is sought.
Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other
electronic method of transmission shall be effective as delivery of a manually executed counterpart
of this Amendment.



 









 





     (f) The Borrower hereby agrees to pay to the Administrative Agent, on demand by the
Administrative Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the
Administrative Agent in connection with the preparation of this Amendment and any documentation
executed in connection with this Amendment (including reasonable legal fees).


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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
written above.



	 	 	 	 	 
	 	HARRIS INTERACTIVE INC.

 	 
	 	By:  	/s/ Eric W. Narowski
 	 
	 	 	Eric W. Narowski 	 
	 	 	Interim Chief Financial Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
Administrative Agent

 	 
	 	By:  	/s/ Thomas C. Strasenburgh
 	 
	 	 	Name:  	Thomas C. Strasenburgh 	 
	 	 	Title:  	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender

 	 
	 	By:  	/s/ Thomas C. Strasenburgh
 	 
	 	 	Name:  	Thomas C. Strasenburgh 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



Loan Parties’ Acknowledgement





     Each of the undersigned Loan Parties hereby (a) acknowledges and consents to the foregoing
Amendment and the Borrower’s execution thereof; (b) ratifies and confirms all of their respective
obligations and liabilities under the Loan Documents to which any of them is a party and ratifies
and confirms that such obligations and liabilities extend to and continue in effect with respect
to, and continue to guarantee and secure, as applicable, the Obligations of each other Loan Party
under the Loan Documents; (c) acknowledges and confirms that the liens and security interests
granted pursuant to the Loan Documents are and continue to be valid and perfected first priority
liens and security interests (subject only to Permitted Encumbrances) that secure all of the
Obligations on and after the date hereof, provided however that the Banking
Services Obligations are not secured by the foreign law governed pledge agreements entered into by
any Loan Party with respect to the pledge of stock of such Loan Party’s Foreign Subsidiary; and (d)
acknowledges, affirms and agrees that, as of the date hereof, such Loan Party does not have any
defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature
against any of their respective obligations, indebtedness or liabilities to the Administrative
Agent, the Issuing Bank or any Lender.



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	 	Loan Parties:



HARRIS INTERACTIVE INTERNATIONAL INC.

WIRTHLIN WORLDWIDE, LLC

THE WIRTHLIN GROUP INTERNATIONAL, L.L.C.

LOUIS HARRIS & ASSOCIATES, INC.

HARRIS INTERACTIVE ASIA, LLC

GSBC OHIO CORPORATION

 	 
	 	By:  	/s/ Eric W. Narowski
 	 
	 	 	Eric W. Narowski 	 
	 	 	Interim Chief Financial Officer