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EX-23 - EX-23 - HARRIS INTERACTIVE INCl39969exv23.htm
EX-21 - EX-21 - HARRIS INTERACTIVE INCl39969exv21.htm
EX-31.2 - EX-31.2 - HARRIS INTERACTIVE INCl39969exv31w2.htm
EX-32.1 - EX-32.1 - HARRIS INTERACTIVE INCl39969exv32w1.htm
EX-32.2 - EX-32.2 - HARRIS INTERACTIVE INCl39969exv32w2.htm
EX-10.6.7 - EX-10.6.7 - HARRIS INTERACTIVE INCl39969exv10w6w7.htm
EX-10.7.14 - EX-10.7.14 - HARRIS INTERACTIVE INCl39969exv10w7w14.htm
EX-10.4.23 - EX-10.4.23 - HARRIS INTERACTIVE INCl39969exv10w4w23.htm
EX-10.4.38 - EX-10.4.38 - HARRIS INTERACTIVE INCl39969exv10w4w38.htm
10-K - FORM 10-K - HARRIS INTERACTIVE INCl39969e10vk.htm
EX-31.1 - EX-31.1 - HARRIS INTERACTIVE INCl39969exv31w1.htm
Exhibit 10.7.13
(J.P.Morgan Logo)
     
ATTN:
  Eric Narowski
HARRIS INTERACTIVE INC
 
   
FAX NO:
  001 585 272 0824
 
   
FROM:
  JPMorgan Chase Bank, N.A.
 
   
RE:
  Interest Rate Swap Confirmation(REVISION)
 
   
YOUR REF:
   
OUR REF:
  6900043624393 / 00115009143
 
   
DATE SENT:
  11 August 2010
 
   
NO OF PAGES:
  7 (Including Cover)
URGENT: PLEASE SIGN AND FAX THIS
CONFIRMATION TO (001) 888 803 3606

 


 

(J.P.Morgan Logo)
Interest Rate Swap Transaction(REVISION)
THIS DEAL HAS BEEN AMENDED AND RESTATED DUE TO AMENDMENTS
EFFECTIVE June 17, 2010
The purpose of this letter agreement is to confirm the amendment of the terms and conditions of the Transaction entered into between:
JPMORGAN CHASE BANK, N.A.
(“JPMorgan”)
and
HARRIS INTERACTIVE INC
(the “Counterparty”)
on the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified below, and supersedes any previous confirmation or other writing with respect to the transaction described below.
The definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 16 August 2007, as amended and supplemented from time to time (the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and HARRIS INTERACTIVE INC (the “Counterparty”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

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(J.P.Morgan Logo)
The terms of the particular Interest Rate Swap Transaction to which this Confirmation relates are as follows:
     
A. TRANSACTION DETAILS
   
 
   
JPMorgan Deal Number(s):
  6900043624393 / 00115009143
 
   
Notional Amount:
  As set forth in the Notional Amount Schedule hereto
 
   
Trade Date:
  23 August 2007
 
   
Effective Date:
  21 September 2007
 
   
Termination Date:
  30 September 2013 subject to adjustment in accordance with the Modified Following Business Day Convention.
 
   
Fixed Amounts:
   
 
   
Fixed Rate Payer:
  Counterparty
 
   
Fixed Rate Payer Payment Dates:
  The last day of each December, March, June and September in each year, from and including 31 December 2007 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period.
 
   
Fixed Rate:
  4.32000 percent
 
   
Fixed Rate Day Count Fraction:
  Actual/360
 
   
Business Days:
  New York, London
 
   
Floating Amounts:
   
 
   
Floating Rate Payer:
  JPMorgan
 
   
Floating Rate Payer Payment Dates:
  The last day of each December, March, June and September in each year, from and including 31 December 2007 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period.
 
   
Floating Rate for initial Calculation
Period:
  5.23750 percent
 
   
Floating Rate Option:
  USD-LIBOR-BBA
 
   
Designated Maturity:
  3 Month
 
   
Spread:
  None
 
   
Floating Rate Day Count Fraction:
  Actual/360
 
   
Reset Dates:
  The first day of each Calculation Period.

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(J.P.Morgan Logo)
     
Compounding:
  Inapplicable
 
   
Business Days:
  New York, London
 
   
Calculation Agent:
  JPMorgan, unless otherwise stated in the Agreement.
MAINTENANCE OF HEDGE
Counterparty hereby agrees that at all times until the termination of this Transaction it shall maintain outstanding obligations in respect of borrowed money in an amount equal to or greater than the Notional Amount.
     
Notional Amount Schedule:
   
Effective From:
  Notional Amount:
21 September 2007
  USD 34,625,000.00
31 March 2010
  USD 17,312,500.00
30 June 2010
  USD 15,581,250.00
30 September 2010
  USD 14,382,692.00
31 December 2010
  USD 13,184,135.00
31 March 2011
  USD 11,985,577.00
30 June 2011
  USD 10,787,019.00
30 September 2011
  USD 9,588,462.00
30 December 2011
  USD 8,389,904.00
30 March 2012
  USD 7,191,346.00
29 June 2012
  USD 5,992,788.00
28 September 2012
  USD 4,794,231.00
31 December 2012
  USD 3,595,673.00
28 March 2013
  USD 2,397,115.00
28 June 2013
  USD 1,198,558.00
     
B. ACCOUNT DETAILS
   
Payments to JPMorgan in USD:
   
 
  JPMORGAN CHASE BANK, N.A.
BIC: CHASUS33XXX
A/C No: 099997979
JPMORGAN CHASE BK NATL ASSOC, NEW YORK
BIC: CHASUS33XXX
 
   
Payments to Counterparty in USD:
  As per your standard settlement instructions.
 
   
C. OFFICES
   
 
   
JPMorgan:
  NEW YORK
 
   
Counterparty:
  ROCHESTER
D. DOCUMENTS TO BE DELIVERED
Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such evidence has been previously supplied and remains true and in effect.
E. RELATIONSHIP BETWEEN PARTIES

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(J.P.Morgan Logo)
Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

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(J.P.Morgan Logo)
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. When referring to this Confirmation, please indicate: JPMorgan Deal Number(s): 6900043624393 / 00115009143
         
  JPMorgan Chase Bank, N.A.
 
 
  /s/ Carmine Pilla    
 
  Name:   Carmine Pilla   
 
  Title:   Executive Director   
 
         
  Accepted and confirmed as of the date
first written:
HARRIS INTERACTIVE INC
 
 
  /s/ Eric W. Narowski    
 
  Name:   Eric W. Narowski   
 
  Title:   Interim Chief Financial Officer  
 
  Your reference number:    
 
 
   

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(J.P.Morgan Logo)
Client Service Group
All queries regarding confirmations should be sent to:
JPMorgan Chase Bank, N.A.
         
Contacts
       
JPMorgan Contact
  Telephone Number
 
       
Client Service Group
    .  
 
       
Group E-mail address:
       
Facsimile:
    (001 ) 888 803 3606  
Telex:
       
Cable:
       
Please quote the JPMorgan deal number(s): 6900043624393 / 00115009143.

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