##### 



Exhibit 10.20 FIRST MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS THIS FIRST MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS(this
Modification), dated March 15, 2005, is made by and among (i) Citizens Bank of Pennsylvania, a
Pennsylvania state chartered bank (Citizens Bank), acting in its capacity as agent for the
Lenders (the Agent); (ii) Citizens Bank, acting in its individual capacity as Swing Line Lender
(the Swing Line Lender); (iii) Citizens Bank, acting in its individual capacity as a Lender,
First Horizon Bank, a division of First Tennessee Bank National Association (First Horizon)
(collectively, the Lenders); (iv) Opinion Research Corporation, a Delaware corporation, Macro
International Inc., a Delaware corporation, ORC ProTel, LLC, a Delaware limited liability company,
Social and Health Services, Ltd., a Maryland corporation, ORC Holdings, Ltd., an English Company
and O.R.C. International Ltd., an English Company (each individually, a Borrower and
collectively, the Borrowers)1; and (v) each other person or entity hereafter becoming
a Borrower party to the Loan Agreement (as hereinafter defined) pursuant to Section 1.9 of the
Loan Agreement. Capitalized terms used but not defined herein shall have the meanings attributed
to such terms in the Loan Agreement. W I T N E S S E T H    T H A T: WHEREAS, on May 4, 2004, the Borrowers obtained a loan and certain other financial
accommodations (the Loan) from the Lenders in the aggregate maximum principal amount of
Thirty-five Million and No/100 Dollars ($35,000,000.00) pursuant to the terms and conditions of a
certain Business Loan and Security Agreement dated as of May 4, 2004 (as the same may be modified
or amended from time to time, the Loan Agreement), by and among the Borrowers, the Agent, the
Swing Line Lender and the Lenders; and WHEREAS, the Loan is evidenced by (i) a certain Revolving Promissory Note in the maximum
principal amount of Twenty-five Million and No/100 Dollars ($25,000,000.00), made by the Borrowers
and payable to the order of Citizens Bank, (ii) a certain Revolving Promissory Note in the maximum
principal amount of Ten Million and No/100 Dollars ($10,000,000.00), made by the Borrowers and
payable to the order of First Horizon and (iii) a certain Swing Line Promissory Note in the maximum
principal amount of Five Million and No/100 Dollars ($5,000,000.00) made by the Borrowers and
payable to the order of Citizens Bank, each dated May 4, 2004 (collectively, the Notes), and
secured by, among other things, (i) the Collateral described in the Loan Agreement and (ii) certain
collateral documents, instruments and agreements executed, issued and/or delivered by one or more
of the Borrowers to the Agent for the ratable benefit of the Lenders, in connection with the Loan
(collectively, the Collateral Documents); and WHEREAS, the Borrowers have requested that the Lenders (i) increase the maximum principal
amount of the Loan by extending a new term loan (the Term Facility) in the amount of Fifteen
Million and No/100 Dollars ($15,000,000.00), which would increase the aggregate maximum principal
amount of the Loan from Thirty-five Million and No/100 Dollars ($35,000,000.00) to Fifty Million
and No/100 Dollars ($50,000,000.00), and (ii) modify certain other terms and provisions set forth
in the Loan Agreement and the other Loan Documents.   1
    
    Note that ORC Inc. was merged with and into Opinion Research Corporation on June 7, 2004.




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NOW THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are hereby incorporated herein by this reference
and made a part hereof, with the same force and effect as if fully set forth herein. 2. The Agent, the Lenders and the Borrowers hereby agree that the Term Facility shall be
extended to the Borrowers, subject to the terms and provisions of this Modification and the Loan
Agreement, in the original principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00),
which shall result in the Commitment Amount being increased from Thirty-five Million and No/100
Dollars ($35,000,000.00) to an aggregate principal amount of Fifty Million and No/100 Dollars
($50,000,000.00). Simultaneously with the execution and delivery of this Modification, the
Borrowers shall execute and deliver to the Agent and its counsel, in form and substance
satisfactory to the Agent and its counsel: (a) two Term Promissory Notes (one made by the Borrowers
and payable to the order of Citizens Bank in the original principal amount of Ten Million and
No/100 Dollars ($10,000,000.00) and one made by Borrowers and payable to the order of First Horizon
in the original principal amount of Five Million and No/100 Dollars ($5,000,000.00); (b) an opinion
of counsel; (c) certified resolutions and consents, authorizing the Term Facility and related
matters; (d) UCC, judgment and tax lien search results, showing no intervening liens (it being
understood that the judgment and tax lien searches shall be provided within ten (10) days of the
date of this Modification); (e) a modification to the Debenture filed in the United Kingdom; (f) a
payoff letter from Allied Capital Corporation relating to the Junior Facilities; (g) confirmation
from the Borrowers that at least Three Million and No/100 Dollars ($3,000,000.00) of availability
exists under the Revolving Facility; and (h) such other documents, instruments and agreements as
the Agent may reasonably request. The Borrowers acknowledge and agree that any and all collateral
securing the Obligations in whole or in part shall secure the Obligations, as increased pursuant to
this Modification, and all Loan Documents are hereby deemed amended accordingly. 3. Definitional Amendments. (a) The definitions of Additional Base Rate Interest Margin, Additional Libor Interest
Margin, Applicable Percentage, Commitment Amount, Facility or Facilities, Hedging
Contracts, Hedging Obligations, Loan, Obligation and Obligations, Percentage and
Required Lenders, set forth in the Certain Definitions section of the Loan Agreement are
hereby deleted in their entirety and the following substituted in lieu thereof: Additional Base Rate Interest Marginshall have the meaning attributed
to such term in the Notes and in Exhibit 7 attached to this
Agreement, as applicable. Additional Libor Interest Marginshall have the meaning attributed to
such term in the Notes and in Exhibit 7 attached to this
Agreement, as applicable. Applicable Percentageshall mean (i) from and after the date hereof
through and including May 31, 2006, seventy-five percent (75%), (ii) from
and after June 1, 2006 through and including May 31, 2007, sixty percent
(60%) and (iii) from and after June 1, 2007, fifty percent (50%). Commitment Amountshall mean Fifty Million and No/100 Dollars
($50,000,000.00), or if the maximum aggregate commitment of the Lenders




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hereunder is reduced pursuant to the terms of this Agreement, such lesser
amount. Facilityor Facilitiesshall mean the Revolving Facility, the Term
Facility and/or the Swing Line Facility, individually or collectively, as
the context may require. Hedging Contractsshall mean interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, or any other
agreements or arrangements entered into between any Borrower and Citizens
Bank and designed to protect such Borrower against fluctuations in
interest rates or currency exchange rates. Hedging Obligationsshall mean all liabilities of any and all Borrowers
to Citizens Bank under Hedging Contracts. Loanand Loans shall mean the loans made by the Lenders to the
Borrowers in the aggregate maximum principal amount of Fifty Million and
No/100 Dollars ($50,000,000.00), or so much thereof as shall be advanced
or readvanced from time to time, which are represented by the Facilities,
and which shall be evidenced by, bear interest and be payable in
accordance with the terms and provisions set forth in the Notes. Obligationand Obligationsshall mean, respectively, any and all
obligations or liabilities of any Borrower to any Lender or the Agent
(including, without limitation, any and all obligations or liabilities
with respect to outstanding Letters of Credit and any and all Hedging
Obligations) in connection with the Loan, whether now existing or
hereafter created or arising, direct or indirect, matured or unmatured,
and whether absolute or contingent, joint, several or joint and several,
and no matter how the same may be evidenced or shall arise. Percentageshall mean with respect to each Lender, the percentage set
forth next to such Lenders name on Schedule 1 to this Agreement
in respect of the Revolving Facility Commitment Amount, the Term Facility
Commitment Amount and/or the Swing Line Commitment Amount (as the context
may require), as the same may be modified or amended from time to time. Required Lendersshall mean, on any date of determination, (i) if only
two (2) Lenders shall be parties to this Agreement, then both Lenders; or
(ii) if more than two (2) Lenders are parties to this Agreement, then all
of the Lenders who, at any given time (a) are not in default under or in
breach of any of the terms and conditions of this Agreement applicable to
such Lender, and (b) hold Notes or participation interests representing,
in the aggregate, at least sixty-six and two-thirds percent (66 2/3%) of
the Revolving Facility Commitment Amount (excluding the Swing Line
Commitment Amount), and the Term Facility Commitment Amount, as
applicable.




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(b) The following definitions of Term Facility, Term Facility Commitment Amount, Term
Facility Maturity Date and Term Facility Notes, are hereby added to the Certain Definitions
section of the Loan Agreement: Term Facilityshall mean the term credit facility being extended
pursuant to this Agreement in the original principal amount equal to the
Term Facility Commitment Amount. Term Facility Commitment Amountshall mean Fifteen Million and No/100
Dollars ($15,000,000.00). Term Facility Maturity Dateshall mean March 14, 2010, or such earlier
date on which the Obligations have been accelerated and declared
immediately due and payable in accordance with the terms of this
Agreement and/or applicable law. Term Facility Notesshall mean each and all of the promissory notes
executed, issued and delivered in connection with the Term Facility,
together with all extensions, renewals, modifications, replacements and
substitutions thereof and therefor. 4. The reference to Commitment Amount at the end of the first sentence of Section 1.1(b) is
hereby amended to read Revolving Facility Commitment Amount. 5. Section 1.3 of the Loan Agreement is hereby deleted in its entirety, and the following
substituted in lieu thereof: 1.3      Borrowing Base and Maximum Advances.Notwithstanding any term or
provision of this Agreement or any other Loan Document to the contrary, it is
understood and agreed that in no event whatsoever shall the Lenders (including the
Swing Line Lender) be obligated to advance any amount or issue any Letter of Credit
pursuant to the Revolving Facility if such advance or the issuance of such Letter of
Credit would cause the aggregate amount of outstanding Loans advanced pursuant to the
Revolving Facility (including Swing Line Outstanding Amounts), plus the face amount
of all outstanding Letters of Credit, to exceed the lesser of:  (d)
    the Revolving Facility Commitment
Amount; or(e)
    the aggregate of (the Maximum
Borrowing Base):  (iv)
    eighty-five percent (85%) of Eligible Billed Government Accounts Receivable; plus(v)
    eighty-five percent (85%) of Eligible Billed Commercial Accounts Receivable; plus(vi)
    eighty-five percent (85%) of Eligible Billed Foreign Accounts Receivable; plus




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(vii)
    the Applicable Percentage of the sum of Eligible Unbilled Government
Accounts Receivable, Eligible Unbilled Commercial Accounts Receivable
and Eligible Unbilled Foreign Accounts Receivable. All determinations regarding the eligibility of any Receivable(s) (billed or
unbilled) shall be made by the Agent in its sole but reasonable discretion; it being
understood however, that at no time shall the availability from Eligible Billed and
Unbilled Foreign Accounts Receivable be greater than twenty-five percent (25%) of the
Maximum Borrowing Base. Assets acquired after the Closing Date by any Borrower other
than in the ordinary course of business of such Borrower shall only be included in
the calculation of the Maximum Borrowing Base with the Agents prior written consent. In the event that the amount outstanding under the Revolving Facility (including the
face amount of Letters of Credit and Swing Line Outstanding Amounts) exceeds any of
the limitations set forth in this Section 1.3 (such excess being referred to herein
as a Borrowing Base Deficiency), the Borrowers shall, within two (2) Business Days
of the occurrence of such Borrowing Base Deficiency, make a principal payment in the
amount of such deficiency so as to be in compliance with this Section 1.3. For
purposes of calculating the Maximum Borrowing Base, such calculation shall be made
based upon the immediately preceding Borrowing Base Certificate, as such calculation
may be adjusted pursuant to this Agreement. 5. Section 1.5 of the Loan Agreement is hereby deleted in its entirety, and the following
substituted in lieu thereof: 1.5      Additional Mandatory Payments. In addition to all other sums payable by
the Borrowers pursuant to the Notes, this Agreement or any other Loan Document, the
Borrowers shall also make mandatory payments (each, a Mandatory Payment) on the
Notes (applied first to the Swing Line Outstanding Amounts (if any), then to amounts
outstanding under the Revolving Facility, then to amounts outstanding under the Term
Facility), in the amount of one hundred percent (100%) of the cash proceeds (net of
reasonable and customary costs paid to unrelated and unaffiliated third parties in
connection with the particular transaction) arising from any Excess Cash Event;
provided, however, that the Agent agrees to allow, on a one-time basis, cash proceeds
resulting from the issuance of additional equity interests or capital stock by a
Borrower, not to exceed Twenty Million and No/100 Dollars ($20,000,000.00), to be
used by Borrowers solely to repurchase the issued and outstanding common stock,
Series B Preferred Stock, warrants (including the anti-dilution warrant) and Series C
Preferred Stock of Opinion Research Corporation, and all associated rights therein,
from LLR Equity Partners, L.P. and/or LLR Equity Partners Parallel, L.P. 6. Section 1.7(b) of the Loan Agreement is hereby deleted in its entirety, and the following
substituted in lieu thereof: (b)      Agency Fee. The Borrowers shall pay to the Agent, for its own account,
an annual agency fee (the Agency Fee), in the amount of Fifty Thousand and No/100
Dollars ($50,000.00) per annum. The Agency Fee shall be due and payable in full on
the date of this Agreement and on each anniversary of the date of this Agreement.




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7. The last eleven (11) words of Section 5.19 are hereby deleted. 8. Section 6.15(b) of the Loan Agreement is hereby deleted in its entirety, and the following
substituted in lieu thereof: (b)      Asset Coverage Ratio. The Borrowers and the Non-Borrower Subsidiaries
will maintain on a consolidated basis an Asset Coverage Ratio as follows: (i) from
March 15, 2005 through June 30, 2005, not less than 0.50 to 1.00, (ii) from July 1,
2005 through June 30, 2006, not less than 0.80 to 1.00 and (iii) from and after July
1, 2006, not less than 1.00 to 1.00. For purposes of the foregoing, Asset Coverage
Ratio shall mean, for each measurement period, the sum of the Borrowers gross
accounts receivable (billed and unbilled), plus unrestricted cash,
divided by the sum of the prior thirty (30) day average outstanding
loan balance under the Facilities, plus the face amount of all outstanding
Letters of Credit on the as of date of the calculation. 9. Section 7.7(a)(iii) and Section 7.7(a)(iv) are hereby deleted in their entirety, and the
words Intentionally Omitted shall be substituted therefor. 10. Section 7.10 is hereby deleted in its entirety, and the words Intentionally Omitted
shall be substituted therefor. 11. The Borrowers hereby acknowledge that the proceeds of the Term Facility will be fully
advanced on the date hereof, and may not be readvanced and reborrowed, and shall be used solely to
refinance the Junior Facilities and for general corporate purposes. 12. The Borrowers agree that on or before September 15, 2005, and continuing until the
outstanding principal amount of the Term Facility is less than Seven Million Five Hundred Thousand
and No/100 Dollars ($7,500,000.00) (the Swap Period), the Borrowers shall purchase from
Citizens Bank one or more Hedging Contracts, all in form and amounts acceptable to Citizens Bank.
The Borrowers obligations under any Hedging Contracts purchased from Citizens Bank shall be
secured by the Collateral on a pari passu basis. The Borrowers agree to maintain such Hedging
Contracts throughout the Swap Period, and to maintain Hedging Contracts for at least Five Million
and No/100 Dollars ($5,000,000.00) of the outstanding principal amount of the Term Facility at all
times during the Swap Period. 13. Schedule 1, Exhibit 5, Exhibit 7 and Exhibit 8 attached to
the Loan Agreement are hereby deleted in their entirety, respectively, and Schedule 1,
Exhibit 5, Exhibit 7 and Exhibit 8attached to this Modification
substituted in lieu thereof, respectively. 14. The Borrowers hereby acknowledge and agree that each and all of the Collateral Documents
shall secure the repayment of the Loan, as modified and increased by the Term Facility and the
terms of this Modification, and all references to the Loan and/or the Obligations set forth in
the Collateral Documents shall mean the Loan (as modified and increased by the Term Facility and
the terms of this Modification), and all references to the Notes set forth in the Collateral
Documents shall mean, collectively, the Notes and the Term Facility Notes. 15. Simultaneously with the Borrowers execution and delivery of this Modification (and as a
condition precedent to the effectiveness of this Modification), the Borrowers shall (a) pay to the
Agent (for the ratable benefit of the Lenders), in immediately available funds, an administrative
fee in the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00), which fee the
Borrowers acknowledge has been fully earned by the Lenders; (b) pay to the Agent, in immediately
available funds,




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all of the Agents and Lenders costs and expenses associated with this Modification and the
transactions referenced herein or contemplated hereby, including, without limitation, the Agents
and Lenders reasonable legal fees and expenses; and (c) deliver to the Agent the other documents,
instruments and agreements referenced herein. 16. The Borrowers hereby represent, warrant, acknowledge and agree that as of the date hereof
(a) the Revolving Facility has a current outstanding principal balance of approximately Twenty
Million and No/100 Dollars ($20,000,000.00); (b) the Swing Line Outstandings Amount is
approximately Four Million Five Hundred Forty Thousand Two Hundred Fifty-eight and 85/100 Dollars
($4,540,258.85.00); (c) the face amount of outstanding Letters of Credit is Zero and No/100 Dollars
($0.00); (d) there are no set-offs or defenses against and no defaults under the Loan Agreement,
any of the Notes or any other Loan Document; (e) no act, event or condition has occurred which,
with notice or the passage of time, or both, would constitute a default under the Loan Agreement,
any of the Notes or any other Loan Document; (f) all of the representations and warranties of the
Borrowers contained in the Loan Agreement expressly qualified by a materiality standard are true
and correct in all respects as of the date hereof, and all of the representations and warranties of
the Borrowers contained in the Loan Agreement not expressly qualified by a materiality standard
are true and correct in all material respects as of the date hereof (except with respect to those
changes in facts and circumstances which are expressly permitted by the terms of the Loan Agreement
or to the extent that such representations and warranties expressly relate solely to an earlier
date), unless the Borrowers are unable to remake and redate any such representation or warranty, in
which case the Borrowers have previously disclosed the same to the Agent and the Lenders in
writing, and such inability does not constitute or give rise to an Event of Default; and (g) all
schedules attached to the Loan Agreement with respect to any particular representation and warranty
of the Borrowers set forth in the Loan Agreement remain true, accurate and complete, as updated in
writing to the Agent as of the date of this Modification. 17. The Borrowers, and their respective representatives, successors and assigns, hereby
jointly and severally, knowingly and voluntarily RELEASE, DISCHARGE, and FOREVER WAIVE and
RELINQUISH any and all claims, demands, obligations, liabilities, defenses, affirmative defenses,
setoffs, counterclaims, actions, and causes of action of whatsoever kind or nature, whether known
or unknown, which they have, may have, or might have or may assert now or in the future against the
Agent and/or the Lenders directly or indirectly, arising out of, based upon, or in any manner
connected with any transaction, event, circumstance, action, failure to act, or occurrence of any
sort or type, in each case related to, arising from or in connection with the Loan, whether known
or unknown, and which occurred, existed, was taken, permitted, or begun prior to the date hereof
(including, without limitation, any claim, demand, obligation, liability, defense, counterclaim,
action or cause of action relating to or arising from the grant by the Borrowers to the Lenders of
a security interest in or encumbrance on collateral that is, was or may be subject to, or an
agreement by which the Borrowers are bound and which contains, a prohibition on further mortgaging
or encumbering the same). The Borrowers hereby acknowledge and agree that the execution of this
Modification by the Agent and the Lenders shall not constitute an acknowledgment of or an admission
by the Agent and/or the Lenders of the existence of any such claims or of liability for any matter
or precedent upon which any liability may be asserted. 18. Except as expressly set forth herein, nothing contained in this Modification is intended
to or shall otherwise act to nullify, discharge, or release any obligation incurred in connection
with the Notes, the Loan Agreement and/or the other Loan Documents or to waive or release any
collateral given by the Borrowers to secure the Notes, nor shall this Modification be deemed or
considered to operate as a novation of the Notes, the Loan Agreement or the other Loan Documents.
Except to the extent of any express conflict with this Modification or except as otherwise
expressly contemplated by this Modification, all of the terms and conditions of the Notes, the Loan
Agreement and the other Loan




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##### 



Documents shall remain in full force and effect, and the same are hereby expressly approved,
ratified and confirmed. In the event of any express conflict between the terms and conditions of
the Notes, the Loan Agreement or the other Loan Documents and this Modification, this Modification
shall be controlling and the terms and conditions of such other documents shall be deemed to be
amended to conform with this Modification. 19. If any term, condition, or any part thereof, of this Modification, the Loan Agreement or
of the other Loan Documents shall for any reason be found or held to be invalid or unenforceable by
any court or governmental agency of competent jurisdiction, such invalidity or unenforceability
shall not affect the remainder of such term, provision or condition nor any other term, provision,
or condition of this Modification, the Loan Agreement and the other Loan Documents, and this
Modification, the Loan Agreement and the other Loan Documents shall survive and be construed as if
such invalid or unenforceable term, provision or condition had not been contained therein. 20. The Borrowers acknowledge that, at all times prior to and through the date hereof, the
Agent and the Lenders have acted in good faith and have conducted themselves in a commercially
reasonable manner in its relationship with the Borrowers in connection with this Modification and
in connection with the obligations of the Borrowers to the Agent and the Lenders under the Loan;
the Borrowers hereby waiving and releasing any claims to the contrary. 21. The Borrowers hereby acknowledge and agree that, from and after the date hereof, all
references to the Loan Agreement set forth in any Loan Document shall mean the Loan Agreement, as
modified pursuant to this Modification, and that except as expressly modified hereby, the Loan
Agreement shall be and remain unchanged and in full force and effect, and the same is hereby
expressly approved, ratified and confirmed. 22. The Borrowers acknowledge (a) that they have participated in the negotiation of this
Modification, and no provision of this Modification shall be construed against or interpreted to
the disadvantage of any party hereto by any court or other governmental or judicial authority by
reason of such party having or being deemed to have structured, dictated or drafted such provision;
(b) that each has had access to an attorney of its choosing in the negotiation of the terms of and
in the preparation and execution of this Modification, and each has had the opportunity to review,
analyze, and discuss with its counsel this Modification, and the underlying factual matters
relevant to this Modification, for a sufficient period of time prior to the execution and delivery
hereof; (c) that all of the terms of this Modification were negotiated at arms length; (d) that
this Modification was prepared and executed without fraud, duress, undue influence, or coercion of
any kind exerted by any of the parties upon the others; and (e) that the execution and delivery of
this Modification by each of the Borrowers is its free and voluntary act and deed for the purposes
contained herein. 23. This Modification shall be governed by the laws of the State of Maryland, and shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns. 24. This Modification may be executed in any number of counterparts, each of which shall be
deemed an original and all of which together shall be deemed one and the same instrument.
Signature pages may be exchanged by facsimile and each party hereto agrees to be bound by its
facsimile signature. [The Remainder of This Page Intentionally Left Blank]




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IN WITNESS WHEREOF, the undersigned have executed this Modification as of the date first
above written. BORROWERS:WITNESS:
    
    OPINION RESEARCH CORPORATION, a Delaware corporationBy:
    

/s/
Kevin P. Croke
    
    By:
    

/s/
Douglas L. CoxName: Kevin P. Croke
    
    Name:
    

Douglas
L. CoxTitle:
    

Executive
Vice PresidentWITNESS:
    
    MACRO INTERNATIONAL INC., a Delaware corporationBy:
    

/s/
Douglas L. Cox
    
    By:
    

/s/
Kevin P. CrokeName: Douglas L. Cox
    
    Name:
    

Kevin P.
CrokeTitle:
    

Assistant
SecretaryWITNESS:
    
    ORC PROTEL, LLC, a Delaware limited liability companyBy:
    

/s/
Douglas L. Cox
    
    By:
    

/s/
Kevin P. CrokeName: Douglas L. Cox
    
    Name:
    

Kevin
P. CrokeTitle:
    

Secretary




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##### 



WITNESS:
    
    SOCIAL AND HEALTH SERVICES, LTD., a Maryland corporationBy:
    

/s/
Douglas L. Cox
    
    By:
    

/s/
Kevin P. CrokeName: Douglas L. Cox
    
    Name:
    
    Kevin P. CrokeTitle:
    

SecretaryWITNESS:
    
    ORC HOLDINGS, LTD., an English companyBy:
    

/s/
Douglas L. Cox
    
    By:
    

/s/
Kevin P. CrokeName: Douglas L. Cox
    
    Name:
    
    Kevin P. CrokeTitle:
    

Designated
SignatoryWITNESS:
    
    O.R.C. INTERNATIONAL LTD, an English companyBy:
    

/s/
Douglas L. Cox
    
    By:
    

/s/
Kevin P. CrokeName: Douglas L. Cox
    
    Name:
    
    Kevin P. CrokeTitle:
    

Designated
Signatory




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##### 



LENDER(S):CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state
chartered bankBy:
    

/s/
Criss M. KennedyName:
    
    Criss M. KennedyTitle:
    

V.P.FIRST HORIZON BANK, a division of First Tennessee
Bank National AssociationBy:
    

/s/
Gill WalkerName:
    
    Gill WalkerTitle:
    

SVPAGENT:CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state
chartered bankBy:
    

/s/
Criss M. KennedyName:
    
    Criss M. KennedyTitle:
    

V.P.




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SCHEDULE 1 Revolving Facility
    
    
    Swing Line Facility
    
    
    Term FacilityLenders
    
    Percentage /Commitment $
    
    
    Percentage /Commitment $
    
    
    Percentage/Commitment $Citizens Bank
    
    
    71.43
    %
    
    $
    25,000,000
    
    
    
    100
    %
    
    $
    5,000,000
    
    
    
    66.67
    %
    
    $
    10,000,000First Horizon
    
    
    28.57
    %
    
    $
    10,000,000
    
    
    
    0
    %
    
    $
    0
    
    
    
    33.33
    %
    
    $
    5,000,000TOTALS:
    
    
    100
    %
    
    $
    35,000,000
    
    
    
    100
    %
    
    $
    5,000,000
    
    
    
    100
    %
    
    $
    15,000,000
 Wiring Instructions:
    
    Citizens Bank of PennsylvaniaPhiladelphia, PAABA #____________Attn: Loan AdministrationAccount #____________Ref : ____________PAYDOWN/ADVANCE/ETC.Attn: ____________Wiring Instructions:
    
    First HorizonABA#____________Attn:Account#Ref:PAYDOWN/ADVANCE/ETC.Attn:




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EXHIBIT 5 OPINION RESEARCH CORPORATION QUARTERLY COVENANT COMPLIANCE/NON-DEFAULT CERTIFICATE    Re:
    Business Loan and Security Agreement dated as of May 4, 2004 (as the same may be amended or
modified from time to time, the Loan Agreement), by and among (i) Citizens Bank of
Pennsylvania, a Pennsylvania state chartered bank (Citizens Bank), acting in its capacity as
agent for the Lenders (the Agent); (ii) Citizens Bank, acting in its individual capacity as
Swing Line Lender; (iii) Citizens Bank, acting in its individual capacity as a Lender, First
Horizon Bank, a division of First Tennessee Bank National Association and the other Lender
parties to the Loan Agreement (collectively, the Lenders); and (iv) the Parent Company (as
defined below), certain subsidiaries and affiliates of the Parent Company who are parties to
the Loan Agreement, and any other person or entity who is a Borrower party to the Loan
Agreement (each, a Borrower and collectively, the Borrowers). The undersigned, OPINION RESEARCH CORPORATION, a Delaware corporation (the Parent Company),
for itself and as attorney-in-fact for and on behalf of each Borrower pursuant to the Loan
Agreement, hereby delivers this Quarterly Covenant Compliance/Non-Default Certificate to the Agent
and the Lenders pursuant to Section 6.3(b) of the Loan Agreement. Unless otherwise defined,
capitalized terms used herein shall have the meanings attributed to such terms in the Loan
Agreement. The undersigned, on behalf of the Parent Company, acting in its individual capacity and as
attorney-in-fact for each Borrower, hereby certifies and warrants that:  (a)
    He or she is the __________________of the Parent Company and that, as
such, he or she is authorized to execute this Quarterly Covenant Compliance/Non-Default
Certificate for and on behalf of each Borrower.(b)
    Except as otherwise disclosed to the Agent and the Lenders in writing pursuant
to the Loan Agreement, at no time during the period from __________________through
__________________(the Certificate Period) did any Event of Default occur or exist,
nor did any act, event or condition occur or exist which with notice or the lapse of
time, or both, would constitute an Event of Default. (If unable to provide the
foregoing required certification, fully describe the reasons therefor and circumstances
thereof on Schedule Aattached hereto.)(c)
    The following represent true and accurate calculations, as of the last day of
the Certificate Period, and should be used to determine whether the Borrowers are in
compliance with the financial covenants set forth in Section 6.15 of the Loan
Agreement: Actual
    
    Required(i)
    
    Fixed Charge Coverage Ratio:
    
    ___to 1.00
    
    > 1.15 to 1.00 through 6/30/05> 1.25 to 1.00 through Maturity(ii)
    
    Asset Coverage Ratio
    
    ___to 1.00
    
    > 0.50 to 1.00 through 6/30/05> 0.80 to 1.00 through 6/30/06> 1.00 to 1.00 through Maturity(iii)
    
    Leverage Ratio:
    
    ___to 1.00
    
    < 3.50 to 1.00 through 9/30/04< 3.00 to 1.00 through Maturity
 (iv)     The Borrowers Consolidated Net Income for the most recent fiscal quarter
ending _________was $_________. Requirement is an amount which is no
less than $0.




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(v)     The Borrowers Capital Expenditures during the Fiscal Year in which this
Certificate has been submitted have been $_________; Requirement is an
amount which is not more than $4,500,000 + a carryover of $____________
from the previous year (permitted pursuant to Section 6.15(d) of the Loan Agreement;
in no event to exceed $2,250,000.00). A calculation sheet reflecting the above-computations is attached hereto as SCHEDULE 1. IN WITNESS WHEREOF, the undersigned has executed and delivered this Quarterly Covenant
Compliance/Non-Default Certificate on this ___day of ___, 20___. OPINION RESEARCH CORPORATION, a Delaware corporation, acting on its own behalf and as attorney-in-fact for and on behalf of each BorrowerByName:Title:
 Subject to the provisions of the Loan Agreement and the Notes, solely based upon the leverage
ratio shown on page 1, Section (c)(iii) of this Certificate and the pricing grid attached as
Exhibit 7 to the Loan Agreement, the LIBOR Interest Margin for the Revolving Facility would be
_________and the Base Rate Interest Margin for the Revolving Facility would be ____________, and
the LIBOR Interest Margin for the Term Facility would be ____________and the Base Rate Interest
Margin for the Term Facility would be _________. {page 2 of Quarterly Covenant Compliance/Non-Default Certificate}




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SCHEDULE1
to
QUARTERLY COVENANT COMPLIANCE/
NON-DEFAULT CERTIFICATE CALCULATION SHEET




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EXHIBIT 7 OPINION RESEARCH CORPORATION REVOLVING FACILITY PRICING GRID LEVEL
    
    I
    
    
    II
    
    
    IIIequal to or greaterthan 2.25 to 1.00,equal to or greater
    
    
    but less than 2.75If the Leverage Ratio is:
    
    than 2.75 to 1.00
    
    
    to 1.00
    
    
    less than 2.25 to 1.00then the Additional
LIBOR Interest Margin
for the Revolving
Facility (and for
calculation of certain
Letter of Credit Fees)
shall be:
    
    
    3.00%
    
    
    
    2.75%
    
    
    
    2.50%then the Additional Base
Rate Interest Margin for
the Revolving Facility
shall be:
    
    
    1.00%
    
    
    
    0.75%
    
    
    
    0.50%
 TERM FACILITY PRICING GRID LEVEL
    
    I
    
    
    II
    
    
    IIIequal to or greaterthan 2.25 to 1.00,equal to or greater
    
    
    but less than 2.75If the Leverage Ratio is:
    
    than 2.75 to 1.00
    
    
    to 1.00
    
    
    less than 2.25 to 1.00then the Additional
LIBOR Interest Margin
for the Term Facility
shall be:
    
    
    3.50%
    
    
    
    3.25%
    
    
    
    3.00%then the Additional Base
Rate Interest Margin for
the Term Facility shall
be:
    
    
    1.50%
    
    
    
    1.25%
    
    
    
    1.00%




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EXHIBIT 8 OPINION RESEARCH CORPORATION FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT THIS ASSIGNMENT AND ACCEPTANCE(this Assignment and Acceptance) is made this ______day of
_________, 20___, by and between __________________(the Assignor) and
__________________(the Assignee). Reference is made to the Business Loan and Security
Agreement dated as of May 4, 2004 (as the same may be amended or modified from time to time, the
Loan Agreement), by and among (i) Citizens Bank of Pennsylvania, a Pennsylvania state chartered
bank (Citizens Bank), acting in its capacity as agent for the Lenders (the Agent); (ii)
Citizens Bank, acting in its individual capacity as Swing Line Lender; (iii) Citizens Bank, acting
in its individual capacity as a Lender, First Horizon Bank, a division of First Tennessee Bank
National Association and the other Lender parties to the Loan Agreement (collectively, the
Lenders); and (iv) Opinion Research Corporation, a Delaware corporation (the Parent Company),
certain subsidiaries and affiliates of the Parent Company who are parties to the Loan Agreement,
and any other person or entity who is a Borrower party to the Loan Agreement (each, a Borrower
and collectively, the Borrowers). Unless otherwise defined herein, capitalized terms used herein
without definition shall have the meanings given to them in the Loan Agreement. The Assignor and the Assignee hereby agree as follows: 1. Assignment and Assumption. Subject to the terms and conditions hereof, the
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes
from the Assignor, without recourse to the Assignor, and except as expressly provided herein
without representation or warranty by the Assignor, the interest of Assignor as of the Effective
Date (as hereinafter defined) in and to the Assignors rights and obligations under the Loan
Agreement and the other Loan Documents (in its capacity as a Lender thereunder) with respect to the
Revolving Facility and/or the Term Facility, as applicable, represented by the Percentage(s)
specified with regard to such Facility under the heading Assigned Share in Item 4 of
Annex I (each such assigned interest, an Assigned Share), including, without limitation,
in the case of Loans made pursuant to the Revolving Facility, the relevant Assigned Share of all
rights and obligations of the Assignor with respect to its Percentage of the Revolving Facility
Commitment Amount, Letter(s) of Credit, Swing Line Loan, Promissory Note(s) and Loans outstanding
under the Revolving Facility (as applicable). For purposes hereof Commitments shall mean the
commitments pursuant to the Revolving Facility and/or the Term Facility, as applicable. 2. The Assignor. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of each interest being assigned by it hereunder, that each such interest is free
and clear of any adverse claim, and that as of the date hereof its Commitments and outstanding
Loans with respect to the Revolving Facility and/or the Term Facility, as applicable, with regard
to which an interest is being assigned hereunder (including any obligations with respect to
Letter(s) of Credit, if applicable) is as set forth in Item 4 of Annex I, (ii)
except as set forth in clause (i) above, makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with the Loan Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, and (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers or the performance or
observance by the Borrowers of any of their respective obligations under the Loan Agreement, any
other Loan Document or any other instrument or document furnished pursuant thereto. 3. The Assignee. The Assignee (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy
of the Loan Agreement, together with copies of the financial statements most recently required to
have been delivered under Section 6.3 of the Loan Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance, (iii) agrees that it will, independently and without




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reliance upon the Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Agreement, (iv) confirms that it is an Eligible Assignee
or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100
Dollars ($500,000,000.00), (v) appoints and authorizes the Agent to take such actions as agent on
its behalf under the Loan Agreement and the other Loan Documents, and to exercise such powers and
to perform such duties, as are specifically delegated to the Agent by the terms thereof, together
with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it
will perform in accordance with their respective terms all of the obligations that by the terms of
the Loan Agreement are required to be performed by it as a Lender. [To the extent legally entitled
to do so, the Assignee will deliver to the Agent, as and when required by the Agent, duly completed
and executed originals of any and all applicable tax withholding forms].2 4. Effective Date. Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, an executed original hereof, together with all attachments hereto, shall
be delivered to each of the Agent and the Borrowers (and also to the Agent, the assignment fee
referred to in Section 12.11(b) of the Loan Agreement, if applicable). The effective date of this
Assignment and Acceptance (the Effective Date) shall be the earlier of (i) the date of acceptance
hereof by the Agent and the Borrowers or (ii) the date, if any, designated as the Effective Date in
Item 5 of Annex I (which date shall be not less than five (5) Business Days after
the date of execution hereof by the Assignor and the Assignee). As of the Effective Date, (y) the
Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and
Acceptance, shall have the rights and obligations of a Lender thereunder and under the other Loan
Documents, and (z) the Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights (other than rights under the provisions of the Loan Agreement and the other
Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent
such rights relate to the time prior to the Effective Date) and be released from its obligations
under the Loan Agreement and the other Loan Documents. 5. Payments; Settlement. On or prior to the Effective Date, in consideration of the
sale and assignment provided for herein and as a condition to the effectiveness of this Assignment
and Acceptance, the Assignee will pay to the Assignor an amount (to be confirmed between the
Assignor and the Assignee) that represents the Assigned Share of the principal amount of the Loans
of each relevant Facility made by the Assignor and outstanding on the Effective Date (together, if
and to the extent the Assignor and the Assignee so elect, with the Assigned Share of any related
accrued but unpaid interest, fees and other amounts). From and after the Effective Date, the Agent
will make all payments required to be made by it under the Loan Agreement in respect of each
interest assigned hereunder (including, without limitation, all payments of principal, interest and
fees in respect of the Assigned Share of the Assignors Commitments and Loans assigned hereunder)
directly to the Assignee. The Assignor and the Assignee shall be responsible for making between
themselves all appropriate adjustments in payments due under the Loan Agreement in respect of the
period prior to the Effective Date. All payments required to be made hereunder or in connection
herewith shall be made in Dollars by wire transfer of immediately available funds to the
appropriate party at its address for payments designated in Annex I. 6. Governing Law. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the internal laws of the Commonwealth of Virginia (without regard to the
conflicts of laws principles thereof). 7. Entire Agreement. This Assignment and Acceptance, together with the Loan Agreement
and the other Loan Documents, embody the entire agreement and understanding between the parties
hereto and (except as otherwise expressly set forth in the Loan Agreement) supersede all prior
agreements and understandings of the parties, verbal or written, relating to the subject matter
hereof.   2
    
    Insert if the Assignee is organized under the laws of a jurisdiction outside the United States.




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##### 



8. Successors and Assigns. This Assignment and Acceptance shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and their respective successors
and assigns. 9. Counterparts. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of which, when so
executed and delivered shall be an original, but all of which shall together constitute one and the
same instrument. IN WITNESS WHEREOF, the parties have caused this Assignment and Acceptance to be executed by
their duly authorized officers as of the date first above written. ASSIGNOR:By:Title:ASSIGNEE:By:Title:
 Accepted this ______day of
_________, 20___: CITIZENS BANK OF PENNSYLVANIA, as Agent By: ______________________
Title: _____________________




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##### 



ANNEX I  1.
    Borrowers: Opinion Research Corporation and its Subsidiaries and Affiliates2.
    Name and Date of Loan Agreement:Business Loan and Security Agreement dated as of May 4, 2004 (as the same may be amended or
modified from time to time, the Loan Agreement), by and among (i) Citizens Bank of
Pennsylvania, a Pennsylvania state chartered bank (Citizens Bank), acting in its capacity
as agent for the Lenders (the Agent); (ii) Citizens Bank, acting in its individual
capacity as Swing Line Lender; (iii) Citizens Bank, acting in its individual capacity as a
Lender, First Horizon Bank, a division of First Tennessee Bank National Association and the
other Lender parties to the Loan Agreement (collectively, the Lenders); and (iv) Opinion
Research Corporation, a Delaware corporation (the Parent Company), certain subsidiaries
and affiliates of the Parent Company who are parties to the Loan Agreement, and any other
person or entity who is a Borrower party to the Loan Agreement (each, a Borrower and
collectively, the Borrowers).3.
    Date of Assignment and Acceptance: ___________, 20___.4.
    Amounts: Amount of
    
    
    AggregateAggregate
    
    
    Assigned
    
    
    Assigned
    
    
    for AssignorCommitments/Loans
    
    for Assignor
    
    
    Share3
    
    
    Share
    
    
    (after assignment)(a) Revolving FacilityCommitment Amount:
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    $
    (b) Revolving Facility:
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    $
    (c) Term Facility
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    $
    
  5.
    Effective Date: _______________, 20___.6.
    Addresses for Payments: Assignor:Attention:Telephone:Telecopy:Reference:
   3
    
    Percentage taken to up to ten decimal places, if necessary.




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Assignee:Attention:Telephone:Telecopy:Reference:
  7.
    Addresses for Notices: Assignor:Attention:Telephone:Telecopy:Reference:
 Assignee:Attention:Telephone:Telecopy:Reference:
  8.
    Lending Office of Assignee: Attention:Telephone:Telecopy:Reference: