exv10w2



 





EXECUTION COPY




Exhibit 10.2




MASTER GUARANTY




     MASTER GUARANTY dated as of September 21, 2007 (this “Guaranty”), among HARRIS
INTERACTIVE INTERNATIONAL INC., a Delaware corporation (“Harris International”),
WIRTHLIN WORLDWIDE, LLC, a Delaware limited liability company (“Wirthlin
Worldwide”), THE WIRTHLIN GROUP INTERNATIONAL, L.L.C., a Delaware limited liability company
(“Wirthlin Group”), LOUIS HARRIS & ASSOCIATES, INC., a New York corporation
(“Louis Harris”), HARRIS INTERACTIVE ASIA, LLC, a Delaware limited liability
company (“Harris Asia”), and each other party as shall from time to time become a
party hereto pursuant to Section 19 hereof (each such other party, Harris International,
Wirthlin Worldwide, Wirthlin Group, Louis Harris, and Harris Asia being hereinafter referred to
from time to time, individually, as a “Guarantor” and, collectively, as the
“Guarantors”) in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative
agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and
the other lending institutions (hereinafter, collectively, the “Lenders”) which are or may
become party to that certain Credit Agreement, dated as of September 21, 2007 (as amended and in
effect from time to time, the “Credit Agreement”) among Harris Interactive Inc., a
Delaware corporation (the “Borrower”), the Lenders party thereto, the Administrative Agent,
and J.P. Morgan Securities Inc. as Sole Bookrunner and Sole Lead Arranger. Capitalized terms used
but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.



RECITALS




     WHEREAS, the Borrower and the Guarantors are members of a group of related business entities,
the success of any one of which is dependent in part on the success of the other members of such
group;



     WHEREAS, each Guarantor expects to receive substantial direct and indirect benefits from the
extensions of credit to the Borrower by the Lenders pursuant to the Credit Agreement (which
benefits are hereby acknowledged);



     WHEREAS, it is a condition precedent to the Lenders’ making any loans or otherwise extending
credit to the Borrower under the Credit Agreement and in connection therewith permitting certain
transactions involving the Guarantors thereunder that the Guarantors execute and deliver to the
Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a guaranty
substantially in the form hereof; and



     WHEREAS, the Guarantors wish to guaranty the Borrower’s obligations to the Lenders and the
Administrative Agent under or in respect of the Credit Agreement as provided herein.



AGREEMENTS




     THEREFORE, for good and valuable consideration, each of the Guarantors agree with the
Administrative Agent and the Lenders as follows:



          ARTICLE X. Guaranty of Payment. Each Guarantor absolutely, unconditionally and
irrevocably, jointly and severally, guarantees to the Administrative Agent and the Lenders the



 









 







full and punctual payment when due (whether at stated maturity, by required pre-payment, by
acceleration or otherwise), as well as the performance, of all Obligations including all such which
would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal
Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code and
accruing after the commencement of a proceeding under any other insolvency or similar laws of any
jurisdiction at the rate or rates provided in the Loan Documents (all of the foregoing sums being
the “Liabilities”). This Guaranty is a guaranty of payment and not of collection only.
The Administrative Agent shall not be required to exhaust any right or remedy or take any action
against the Borrower or any other person or entity or any collateral. Each Guarantor agrees that,
as between such Guarantor on the one hand, and the Administrative Agent and the Lenders, on the
other hand, the Liabilities may be declared to be due and payable for the purposes of this Guaranty
notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any
declaration as regards the Borrower and that in the event of a declaration or attempted
declaration, the Liabilities shall immediately become due and payable by such Guarantor for the
purposes of this Guaranty. All payments by each Guarantor hereunder shall be made to the
Administrative Agent, in the manner and at the place of payment specified therefor in the Credit
Agreement, for the account of the Lenders and the Administrative Agent.



     ARTICLE XI. Guaranty Absolute. Each Guarantor guarantees that the Liabilities shall
be paid and performed strictly in accordance with the terms of the Loan Documents. The liability
of each Guarantor under this Guaranty is absolute and unconditional irrespective of: (a) any
change in the time, manner or place of payment of, or in any other term of, all or any of the
Liabilities, the Loan Documents, or any other amendment or waiver of or any consent to departure
from any of the terms of the Liabilities or any Loan Document including, without limitation, any
increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or
consent to departure from, any other guaranty or support document, or any exchange, release or
non-perfection of any collateral, for all or any of the Liabilities or the Loan Documents; (c) any
present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of
any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any of
the Liabilities or the Loan Documents; (d) without being limited by the foregoing, any lack of
validity or enforceability of any of the Liabilities or the Loan Documents; and (e) any other
setoff, defense, or counterclaim whatsoever (in any case, whether based on contract, tort or any
other theory) or circumstance whatsoever with respect to the Liabilities or the Loan Documents or
the transactions contemplated thereby which might constitute a legal or equitable defense available
to, or discharge of, the Borrower or a Guarantor; and each Guarantor irrevocably waives the right
to assert such defenses, set-offs or counterclaims in any litigation or other proceeding relating
to the Liabilities, the Loan Documents or the transactions contemplated thereby. To the fullest
extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses
arising by reasons of (A) any “one action” or “anti-deficiency” law which would otherwise prevent
the Administrative Agent or any Lender from bringing any action, including any claim for a
deficiency, or exercising any other right or remedy (including any right of set-off), against a
Guarantor before or after the Administrative Agent’s or such Lender’s commencement or completion of
any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or (B) any
other law which in any other way would otherwise require any election of remedies by the
Administrative Agent or any Lender.



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     ARTICLE XII. Guaranty Irrevocable; Reinstatement of Guaranty. This Guaranty is a
continuing guaranty of the payment and performance of all Liabilities now or hereafter existing
under the Loan Documents and shall remain in full force and effect until the payment in full in
cash of all Liabilities, all Commitments under the Credit Agreement have been terminated and the
Credit Agreement and the other Loan Documents have been terminated. If all the Liabilities are
paid in full in cash and all Commitments under the Credit Agreement have been terminated and the
Credit Agreement and the other Loan Documents have been terminated, the Administrative Agent shall,
at the Borrower’s request and expense, execute and deliver to the Guarantors appropriate documents
necessary to evidence the termination of the Guaranty. This Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of any of the
Liabilities is rescinded or must otherwise be returned by the Administrative Agent or any Lender
upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise (including, without
limitation, on the grounds of fraudulent conveyance), all as though the payment had not been made.
This Section 3, and the obligations of each Guarantor hereunder, shall survive the
termination of this Guaranty.



     ARTICLE XIII. Unenforceability of Obligations Against the Borrower. If for any reason
the Borrower has no legal existence or is under no legal obligation to discharge any of the
Liabilities, or if any of the Liabilities have become irrecoverable from the Borrower by reason of
the Borrower’s insolvency, bankruptcy or reorganization or by other operation of law or for any
other reason, this Guaranty shall nevertheless be binding on each Guarantor to the same extent as
if such Guarantor at all times had been the principal obligor on all such Liabilities. In the
event that acceleration of the time for payment of any of the Liabilities is stayed upon the
insolvency, bankruptcy or reorganization of the Borrower, or for any other reason, all such amounts
otherwise subject to acceleration under the terms of the Credit Agreement, Loan Documents, or any
other agreement evidencing, securing or otherwise executed in connection with any Liabilities shall
be immediately due and payable by each Guarantor.



     ARTICLE XIV. Subrogation. Each Guarantor shall not exercise any rights which it may
acquire by way of subrogation, by any payment made under this Guaranty or otherwise, until (i) all
the Liabilities have been paid in full in cash, (ii) all Commitments under the Credit Agreement
have been terminated and (iii) the Credit Agreement and the other Loan Documents have been
terminated. If any amount is paid to such Guarantor on account of subrogation rights under this
Guaranty at any time when all the Liabilities have not been paid in full in cash, the amount shall
be held in trust for the benefit of the Administrative Agent and the Lenders and shall be promptly
paid to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, on
account of the Liabilities without affecting in any manner the liability of such Guarantor under
the provisions of this Guaranty. If such Guarantor makes payment to the Administrative Agent of
all or any part of the Liabilities and all the Liabilities are paid in full in cash and the Credit
Agreement and the other Loan Documents have been terminated, the Administrative Agent shall, at
such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents,
without recourse and without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Liabilities resulting from the payment.



     ARTICLE XV. Subordination. Without limiting the Administrative Agent’s or any
Lender’s rights under the Loan Documents or any other agreement, any liabilities owed by the



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Borrower to a Guarantor in connection with any extension of credit or financial accommodation
by such Guarantor to or for the account of the Borrower, including but not limited to interest
accruing at the agreed contract rate after the commencement of a bankruptcy or similar proceeding,
are hereby subordinated to the Liabilities. Each Guarantor agrees that, after the occurrence of
any default in the payment or performance of any of the Liabilities, such Guarantor will not
demand, sue for or otherwise attempt to collect any such indebtedness of the Borrower to such
Guarantor until all of the Liabilities shall have been paid in full in cash. If, notwithstanding
the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of
such indebtedness while any Liabilities are still outstanding, such amounts shall be collected,
enforced and received by such Guarantor as trustee for the Administrative Agent and the Lenders and
be paid over to the Administrative Agent, for the benefit of the Lenders and the Administrative
Agent, on account of the Liabilities without reducing or affecting in any manner the liability of
such Guarantor under the other provisions of this Guaranty.



     ARTICLE XVI. Payments Generally. All payments by each Guarantor shall be made in the
manner, at the place and in the currency (the “Payment Currency”) required by the Loan
Documents; provided, however, that if the Payment Currency is other than U.S.
dollars each Guarantor may, at its option (or, if for any reason whatsoever such Guarantor is
unable to effect payments in the manner required by the Loan Documents, such Guarantor shall be
obligated to) pay to the Administrative Agent at its principal office the equivalent amount in U.S.
dollars computed at the selling rate of the Administrative Agent, most recently in effect on or
prior to the date the Liability becomes due or if such rate is unavailable, at a selling rate
chosen by the Administrative Agent, for cable transfers of the Payment Currency to the place where
the Liability is payable. In any case in which such Guarantor makes or is obligated to make
payment in U.S. dollars, such Guarantor shall hold the Administrative Agent and each Lender
harmless from any loss incurred by the Administrative Agent or such Lender arising from any change
in the value of U.S. dollars in relation to the Payment Currency between the date the Liability
becomes due and the date the Administrative Agent is actually able, following the conversion of the
U.S. dollars paid by such Guarantor into the Payment Currency and remittance of such Payment
Currency to the place where such Liability is payable, to apply such Payment Currency to such
Liability.



     ARTICLE XVII. Certain Taxes. Each Guarantor further agrees that all payments to be
made hereunder shall be made without setoff or counterclaim and free and clear of, and without
deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or
restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected,
withheld or assessed by any country or by any political subdivision or taxing authority thereof or
therein (“Taxes”). If any Taxes are required to be withheld from any amounts payable to
the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative
Agent shall be increased to the extent necessary to yield to the Administrative Agent (after
payment of all Taxes) the amounts payable hereunder in the full amounts so to be paid. Whenever
any Tax is paid by a Guarantor, as promptly as possible thereafter, such Guarantor shall send the
Administrative Agent an official receipt showing payment thereof, together with such additional
documentary evidence as may be required from time to time by the Administrative Agent. This
Section 8, and the obligations of each Guarantor hereunder, shall survive the termination
of this Guaranty.



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     ARTICLE XVIII. Representations and Warranties. Each Guarantor represents and warrants
that: (a) this Guaranty: (i) has been authorized by all necessary action; (ii) does not conflict
with or violate any agreement, constitutive document, instrument, law, regulation or order
applicable to such Guarantor; and (iii) does not require the consent or approval of any person or
entity, including but not limited to any Governmental Authority, or any filing or registration of
any kind; and (iv) is the legal, valid and binding obligation of such Guarantor enforceable
against such Guarantor in accordance with its terms except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency and other similar laws affecting creditor’s rights
generally; and (b) in executing and delivering this Guaranty, each Guarantor has (i) without
reliance on the Administrative Agent or any Lender or any information received from the
Administrative Agent or any Lender and based upon such documents and information it deems
appropriate, made an independent investigation of the transactions contemplated hereby and the
Borrower, the Borrower’s business, assets, operations, prospects and condition, financial or
otherwise, and any circumstances which may bear upon such transactions, the Borrower or the
obligations and risks undertaken herein with respect to the Liabilities; (ii) adequate means to
obtain from the Borrower on a continuing basis information concerning the Borrower; (iii) has full
and complete access to the Loan Documents and any other documents executed in connection with the
Loan Documents; and (iv) not relied and will not rely upon any representations or warranties of the
Administrative Agent or any Lender not embodied herein or any acts heretofore or hereafter taken by
the Administrative Agent or any Lender (including but not limited to any review by the
Administrative Agent or any Lender of the affairs of the Borrower). Each Guarantor hereby further
represents and warrants that such Guarantor is a direct or indirect subsidiary of the Borrower and
is financially interested in its affairs.



     ARTICLE XIX. Remedies Generally. The remedies provided in this Guaranty are cumulative
and not exclusive of any remedies provided by law.



     ARTICLE XX. Setoff. Each Guarantor agrees that, in addition to (and without
limitation of) any right of setoff, banker’s lien or counterclaim the Administrative Agent or any
Lender may otherwise have, the Administrative Agent and each Lender shall be entitled, at its
option, to offset balances (general or special, time or demand, provisional or final) held by it
for the account of such Guarantor at any of the offices of the Administrative Agent or any Lender,
or any other Affiliate of the Administrative Agent or any Lender, in U.S. dollars or in any other
currency, against any amount payable by such Guarantor under this Guaranty which is not paid when
due (regardless of whether such balances are then due to such Guarantor), in which case the
Administrative Agent or such Lender, as applicable, shall promptly notify such Guarantor thereof;
provided that the Administrative Agent’s or any Lender’s failure to give such notice shall
not affect the validity thereof.



     ARTICLE XXI. Formalities; Marshalling. Each Guarantor waives presentment, notice of
dishonor, protest, notice of acceptance of this Guaranty, notice of creation, renewal, extension or
accrual of any Liability and notice of any other kind and any other formality with respect to any
of the Liabilities or this Guaranty. Each Guarantor also waives the right to require the
Administrative Agent or any Lender to proceed first against the Borrower upon the Liabilities
before proceeding against such Guarantor hereunder and any right to require the marshalling of
assets of the Borrower or any other entity or other person primarily or secondarily liable with
respect to any of the Liabilities, and all suretyship defenses generally.



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     ARTICLE XXII. Amendments and Waivers. No amendment or waiver of any provision of this
Guaranty, nor consent to any departure by any Guarantor therefrom, shall be effective unless it is
in writing and signed by the Administrative Agent, and then the waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No failure
on the part of the Administrative Agent or any Lender to exercise, and no delay in exercising, any
right or remedy under this Guaranty or any other Loan Document, shall operate as a waiver or
preclude any other or further exercise thereof or the exercise of any other right or remedy.



     ARTICLE XXIII. Expenses. Each Guarantor jointly and severally shall reimburse the
Administrative Agent on demand for all costs, expenses and charges (including without limitation
fees and charges of external legal counsel for the Administrative Agent and costs allocated by its
internal legal department) incurred by the Administrative Agent or any Lender in connection with
the preparation, performance or enforcement of this Guaranty, together with interest on amounts
recoverable under this Section 14 from the time when such amounts become due until payment,
whether before or after judgment, at the rate of interest for overdue principal set forth in the
Credit Agreement, provided that if such interest exceeds the maximum amount permitted to be paid
under applicable law, then such interest shall be reduced to such maximum permitted amount. The
obligations of each Guarantor under this Section shall survive the termination of this Guaranty.



     ARTICLE XXIV. Assignment. This Guaranty shall be binding on, and shall inure to the
benefit of each Guarantor, the Administrative Agent, each Lender and their respective successors
and assigns; provided that no Guarantor may assign or transfer its rights or obligations
under this Guaranty. Without limiting the generality of the foregoing: (a) the obligations of
each Guarantor under this Guaranty shall continue in full force and effect and shall be binding on
any successor partnership and on previous partners and their respective estates if such Guarantor
is a partnership, regardless of any change in the partnership as a result of death, retirement or
otherwise; and (b) the Administrative Agent and each Lender may assign, sell participations in or
otherwise transfer its rights under the Credit Agreement and other Loan Documents to any other
person or entity, and the other person or entity shall then become vested with all the rights
granted to the Administrative Agent and each Lender in this Guaranty or otherwise.



     ARTICLE XXV. Captions. The headings and captions in this Guaranty are for convenience
only and shall not affect the interpretation or construction of this Guaranty.



     ARTICLE XXVI. Governing Law, Etc. THIS GUARANTY SHALL BE GOVERNED BY THE INTERNAL
LAWS 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). EACH GUARANTOR CONSENTS TO THE NONEXCLUSIVE
JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND
OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH GUARANTOR MAY NOW OR



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HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO HEREIN. EACH GUARANTOR HEREBY IRREVOCABLY
WAIVES, TO THE FULL EXTENT PERMITTED BY LAW, THE DEFENSE OF FORUM NONCOVENIENS. SERVICE OF PROCESS
BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY SUCH DISPUTE SHALL BE BINDING ON EACH GUARANTOR
IF SENT TO SUCH GUARANTOR BY REGISTERED MAIL AT THE ADDRESS SPECIFIED BELOW OR AS OTHERWISE
SPECIFIED BY SUCH GUARANTOR FROM TIME TO TIME. EACH GUARANTOR WAIVES ANY RIGHT SUCH GUARANTOR MAY
HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY
AND FURTHER WAIVES ANY RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED TO THIS GUARANTY OR THE
TRANSACTIONS CONTEMPLATED HEREBY IN ANY SUCH ACTION. TO THE EXTENT THAT EACH GUARANTOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A
JUDGMENT, EXECUTION OR OTHERWISE), SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY. EACH GUARANTOR HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.



     ARTICLE XXVII. Integration; Effectiveness. This Guaranty sets forth the entire
understanding of each Guarantor and the Administrative Agent and Lenders relating to the guarantee
of the Liabilities and constitutes the entire contract between the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. This Guaranty shall become effective when it shall have
been executed and delivered by each Guarantor to the Administrative Agent. Delivery of an executed
signature page of this Guaranty by electronic means shall be effective as delivery of a manually
executed signature page of this Guaranty.



     ARTICLE XXVIII. Additional Guarantors. Subsidiaries of the Borrower (“Additional
Guarantors”) may hereafter become parties to this Guaranty by executing a counterpart
hereof, and there shall be no need to re-execute, amend or restate this Guaranty in connection
therewith. Upon such execution and delivery by any Additional Guarantor, such Additional Guarantor
shall be deemed to have made the representations and warranties set forth in Section 9
hereof, and shall be bound by all of the terms, covenants and conditions hereof to the same extent
as if such Additional Guarantor had executed this Guaranty as of the Effective Date, and the
Administrative Agent, for itself and the benefit of the Lenders, shall be entitled to all of the
benefits of such Additional Guarantor’s obligations hereunder.



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     ARTICLE
XXIX. Further Assurances. Each Guarantor agrees that it will from time to
time, at the request of the Administrative Agent, do all such things and execute all such documents
as the Administrative Agent may consider necessary or desirable to give full effect to this
Guaranty and to perfect and preserve the rights and powers of the Lenders and the Administrative
Agent hereunder.



     ARTICLE
XXX. Contribution. To the extent a Guarantor makes a payment hereunder in
excess of the aggregate amount of the benefit received by such Guarantor in respect of the
Liabilities (the “Benefit Amount”), then such Guarantor, after the payment in full,
in cash, of all of the Liabilities, shall be entitled to recover from each other Guarantor of the
Liabilities such excess payment, pro rata, in accordance with the ratio of the
Benefit Amount received by each such other Guarantor to the total Benefit Amount received by all
Guarantors of the Liabilities, and the right to such recovery shall be deemed to be an asset and
property of such Guarantor so funding; provided, that all such rights to recovery shall be
subordinated and junior in right of payment to the final and undefeasible payment in full in cash
of all of the Liabilities.



[Remainder of page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Guaranty to be duly executed and
delivered by their authorized officers as of the date first above written.



	 	 	 	 	 
	 	 	HARRIS INTERACTIVE INTERNATIONAL INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald E. Salluzzo
	 

	 	 	 	 
	 	 	Name: Ronald E. Salluzzo
	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	WIRTHLIN WORLDWIDE, LLC
	 
	 	 	 	 
	 	 	By Harris Interactive Inc., its sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald E. Salluzzo
	 

	 	 	 	 
	 	 	Name: Ronald E. Salluzzo
	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	THE WIRTHLIN GROUP INTERNATIONAL, L.L.C.
	 
	 	 	 	 
	 	 	By Wirthlin Worldwide, LLC, its sole Member
	 
	 	 	 	 
	 	 	By Harris Interactive Inc., its sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald E. Salluzzo
	 

	 	 	 	 
	 	 	Name: Ronald E. Salluzzo
	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	LOUIS HARRIS & ASSOCIATES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald E. Salluzzo
	 

	 	 	 	 
	 	 	Name: Ronald E. Salluzzo
	 	 	Title: Chief Financial Officer






[Signature
page to Guaranty - Guarantors]









 






	 	 	 	 	 
	 	 	HARRIS INTERACTIVE ASIA, LLC
	 
	 	 	 	 
	 	 	By Wirthlin Worldwide, LLC, its sole Member
	 
	 	 	 	 
	 	 	By Harris Interactive Inc., its sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald E. Salluzzo
	 

	 	 	 	 
	 	 	Name: Ronald E. Salluzzo
	 	 	Title: Chief Financial Officer






[Signature
page to Guaranty - Guarantors]










 






	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James C. Stanbrough
	 

	 	 	 	 
	 	 	Name: James C. Stanbrough
	 	 	Title: Vice President