(b) Section 1.1 of the Credit Agreement is hereby amended by amending and restating thedefinition 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 LoanDocument or otherwise with respect to any Loan or Letter of Credit, whether direct orindirect (including those acquired by assumption), absolute or contingent, due or to becomedue, now existing or hereafter arising and including interest and fees that accrue after thecommencement by or against the any Loan Party or any Affiliate thereof of any proceedingunder any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardlessof whether such interest and fees are allowed claims in such proceeding, (b) all obligationsunder any Swap Contract between the Borrower and any Lender or any Affiliate of any Lenderto the extent permitted under Section 6.5, and (c) all Banking Services Obligationsof 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 asfollows:     ”(d) Guarantees by (i) the Borrower of any Indebtedness of any Loan Party, (ii) theBorrower 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.****AffirmationandAcknowledgmentoftheBorrower****.**The Borrower hereby ratifies and confirms all of its Obligations (as such termis amended hereby) to the Lenders, Issuing Bank and the Administrative Agent, including, withoutlimitation, the Loans, and the Borrower hereby affirms its absolute and unconditional promise topay to the Lenders, the Issuing Bank and the Administrative Agent the Loans and all other amountsdue under the Credit Agreement as amended hereby. The Borrower hereby confirms that theObligations are secured pursuant to the Collateral Documents and pursuant to all other instrumentsand documents executed and delivered by the Borrower as security for the Obligations;providedhoweverthat the Banking Services Obligations are not secured bythe foreign law governed pledge agreements entered into by any Loan Party with respect to thepledge of stock of such Loan Party’s Foreign Subsidiary.     **Section 4.****Conditions****to****Effectiveness****.**This Amendment shall becomeeffective subject to:     (a) the receipt by the Administrative Agent (or its counsel) from each of the Borrower, theAdministrative Agent and the Lenders, of either (i) an original counterpart of this Amendmentsigned 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 suchparty has signed a counterpart of this Amendment;
 

 
     (b) the receipt by the Administrative Agent (or its counsel) from each of the Loan Parties, ofeither (i) an original counterpart of the Loan Parties’ acknowledgment attached to this Amendmentsigned 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 suchparty 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 pursuantto 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 theBorrower has signed a counterpart of the Parent Guaranty.     **Section 5.****MiscellaneousProvisions**.     (a) Except as otherwise expressly provided by this Amendment, all of the terms, conditions andprovisions of the Credit Agreement shall remain the same. It is declared and agreed by each of theparties hereto that the Credit Agreement, as amended hereby, shall continue in full force andeffect, and that this Amendment and the Credit Agreement shall be read and construed as oneinstrument.     (b) This Amendment shall be construed in accordance with and governed by the internal law ofthe State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations lawsof the State of New York).     (c) This Amendment shall constitute a Loan Document under the Credit Agreement and allobligations included in this Amendment (including, without limitation, all obligations for thepayment of principal, interest, fees and other amounts and expenses) shall constitute Obligationsunder the Credit Agreement and be secured by the Collateral Documents securing the Obligationsother than the foreign law governed pledge agreements entered into by any Loan Party with respectto 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 andconditions of this Amendment shall constitute an immediate Event of Default.     (e) This Amendment may be executed in any number of counterparts, each of which shallconstitute an original, but all such counterparts shall together constitute but one contract. Inmaking proof of this Amendment it shall not be necessary to produce or account for more than onecounterpart 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 otherelectronic method of transmission shall be effective as delivery of a manually executed counterpartof this Amendment.
 

 
     (f) The Borrower hereby agrees to pay to the Administrative Agent, on demand by theAdministrative Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by theAdministrative Agent in connection with the preparation of this Amendment and any documentationexecuted in connection with this Amendment (including reasonable legal fees).**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**
 

 
     **IN WITNESS WHEREOF,**the parties hereto have executed this Amendment as of the date firstwritten above.      **HARRIS INTERACTIVE INC.**