EXECUTION VERSION AMENDMENT NO. 10 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF THE PERFORMANCE GUARANTY This AMENDMENT NO. 10 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF THE PERFORMANCE GUARANTY (this “Amendment No. 10”), dated...
EXECUTION VERSION
AMENDMENT NO. 10 TO RECEIVABLES FINANCING AGREEMENT AND
REAFFIRMATION OF THE PERFORMANCE GUARANTY
This AMENDMENT NO. 10 TO RECEIVABLES FINANCING AGREEMENT AND
REAFFIRMATION OF THE PERFORMANCE GUARANTY (this “Amendment No. 10”),
dated as of January 11, 2018, is by and among VOLT FUNDING CORP. (“Volt Funding”), as
borrower (the “Borrower”), the Persons from time to time party hereto as Lenders and LC
Participants, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as LC Bank, as an LC
Participant, as a Lender and as Administrative Agent, and VOLT INFORMATION SCIENCES,
INC. (“Volt”), as initial servicer (in such capacity, the “Servicer”) and, acknowledged and
agreed to with respect to Section 10 hereof, as performance guarantor (in such capacity, the
“Performance Guarantor”).
BACKGROUND
WHEREAS, the parties hereto entered into the Receivables Financing Agreement as of
July 30, 2015 (as amended, restated, supplemented or otherwise modified through the date
hereof, the “Receivables Financing Agreement”);
WHEREAS, the Performance Guarantor made the Performance Guaranty, dated as of
July 30, 2015 in favor of the Administrative Agent for the benefit of the Secured Parties (as
amended, restated, supplemented or otherwise modified through the date hereof, the
“Performance Guaranty”); and
WHEREAS, the parties hereto wish to amend the Receivables Financing Agreement and
the Performance Guarantor wishes to reaffirm the Performance Guaranty pursuant to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used but not defined in this Amendment
No. 10 shall have the meanings assigned to them in the Receivables Financing Agreement.
SECTION 2. Amendments to Receivables Financing Agreement. Effective as of the
date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3
hereof, the Receivables Financing Agreement is hereby amended as follows:
(a) Section 1.01 of the Receivables Financing Agreement is hereby amended to add
the following definition in the appropriate alphabetical order:
“Extended Scheduled Termination Date” means March 2, 2018.
(b) The definition of “Scheduled Termination Date” set forth in Section 1.01 of the
Receivables Financing Agreement is hereby deleted in its entirety and replaced with the
following:
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“Scheduled Termination Date” means January 31, 2018, as such date may be
extended from time to time pursuant to Section 2.02(g)(i) or extended pursuant to Section
2.02(g)(ii).
(c) Section 2.02(g) of the Receivables Financing Agreement is hereby deleted in its
entirety and replaced with the following:
(g)
(i) Provided that no Event of Default or Unmatured Event of Default
has occurred and is continuing, the Borrower may from time to time advise the
Administrative Agent, the LC Bank and each Lender in writing of its desire to
extend the Scheduled Termination Date for an additional period, provided that
such request is made not less than ninety (90) days prior to, the then current
Scheduled Termination Date. The Administrative Agent, the LC Bank and each
Lender shall notify the Borrower and the Administrative Agent in writing whether
or not such Person is agreeable to such extension (it being understood that the
Administrative Agent, the LC Bank and any Lender may accept or decline such a
request in their sole discretion and on such terms as they may elect) not more than
forty-five (45) days after the date which PNC receives such request; provided,
however, that if the Administrative Agent, the LC Bank or any Lender fails to so
notify the Borrower and the Administrative Agent, the Administrative Agent, the
LC Bank or such Lender, as the case may be, shall be deemed to have declined
such extension. In the event that the Administrative Agent, the LC Bank and one
or more Lenders have so notified the Borrower and the Administrative Agent in
writing that they are agreeable to such extension, the Borrower, the Servicer, the
Administrative Agent, the LC Bank and the applicable Lenders shall enter into
such documents as the Administrative Agent, the LC Bank and the applicable
Lenders may deem necessary or appropriate to effect such extension, and all out-
of-pocket costs and reasonable expenses incurred by the Administrative Agent,
the LC Bank and the applicable Lenders in connection therewith (including
Attorney Costs) shall be paid by the Borrower. In the event any Lender declines
such request to extend the Scheduled Termination Date or is deemed to have
declined such extension, such Lender shall be an “Exiting Lender” for all
purposes of this Agreement.
(ii) Notwithstanding Section 2.02(g)(i) of this Agreement, solely in
connection with the proposed termination of this Agreement as discussed among
the parties on or about January 2018, the Borrower may extend the Scheduled
Termination Date to the Extended Scheduled Termination Date by so notifying
the Administrative Agent, the LC Bank and each Lender in writing; provided that
the following conditions are satisfied: (A) such written notice from the Borrower
is delivered to the Administrative Agent, the LC Bank and each Lender by no
later than January 30, 2018; and (B) as of the date of such written notice, (x) no
Event of Default or Unmatured Event of Default, as set forth in Section 10.01 of
this Agreement, shall have occurred and be continuing and (y) the representations
and warranties of the Borrower and the Servicer contained in Sections 7.01 and
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7.02 of this Agreement, as applicable, are true and correct in all material respects
(unless such representation or warranty contains a materiality qualification and, in
such case, such representation and warranty shall be true and correct as made) as
though made on and as of the date of such written notice unless such
representations and warranties by their terms refer to an earlier date, in which case
they shall be true and correct in all material respects (unless such representation
or warranty contains a materiality qualification and, in such case, such
representation and warranty shall be true and correct as made) on and as of such
earlier date. For the avoidance of doubt, in the event any of the conditions set
forth in the immediately preceding sentence is not satisfied, the Scheduled
Termination Date shall mean January 31, 2018 and the parties shall enter into
such documents as the Administrative Agent, the LC Bank and the applicable
Lenders may deem necessary or appropriate to effect the termination of this
Agreement.
(d) Section 8.04(b) of the Receivables Financing Agreement is hereby deleted in its
entirety and replaced with the following:
(b) Consolidated EBIT. For the fiscal quarter period as set forth in Schedule
IV, the Parent and its Subsidiaries on a consolidated basis shall comply with the
requirements of the Consolidated EBIT Level set forth in Schedule IV.
(e) Schedule IV to the Receivables Financing Agreement is hereby deleted and
replaced in its entirety with the schedule set forth in Exhibit A attached hereto.
SECTION 3. Conditions Precedent. The effectiveness of this Amendment No. 10 is
subject to the satisfaction of all of the following conditions precedent:
(a) The Administrative Agent shall have received a fully executed counterpart of (i)
this Amendment No. 10 and (ii) the Amendment Fee Letter, dated as of the date hereof, by and
among PNC as the Administrative Agent, a Lender, the LC Bank, and an LC Participant, PNC
Capital Markets LLC and the Borrower (collectively, the “Amendment No. 10 Documents”).
(b) The Administrative Agent shall have received such documents and certificates as
the Administrative Agent shall have reasonably requested on or prior to the date hereof.
(c) The Administrative Agent shall have received all fees and other amounts due and
payable to it under the Receivables Financing Agreement and in connection with the
Amendment No. 10 Documents on or prior to the date hereof, including, to the extent invoiced,
payment or reimbursement of all fees and expenses (including reasonable and documented out-
of-pocket fees, charges and disbursements of counsel) required to be paid or reimbursed on or
prior to the date hereof. To the extent such fees and other amounts have not yet been invoiced,
the Borrower agrees to remit payment to the applicable party promptly upon receipt of such
invoice.
(d) No Event of Default or Unmatured Event of Default, as set forth in Section 10.01
of the Receivables Financing Agreement, shall have occurred and be continuing.
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(e) The representations and warranties of the Borrower and the Servicer contained in
Sections 7.01 and 7.02 of the Receivables Financing Agreement, as applicable, are true and
correct in all material respects (unless such representation or warranty contains a materiality
qualification and, in such case, such representation and warranty shall be true and correct as
made) on and as of the date hereof as though made on and as of the date hereof unless such
representations and warranties by their terms refer to an earlier date, in which case they shall be
true and correct in all material respects (unless such representation or warranty contains a
materiality qualification and, in such case, such representation and warranty shall be true and
correct as made) on and as of such earlier date.
(f) The Termination Date has not occurred.
SECTION 4. Amendment. The Borrower, PNC as the LC Bank, an LC Participant, a
Lender, and the Administrative Agent, and the Servicer, hereby agree that the provisions and
effectiveness of this Amendment No. 10 shall apply to the Receivables Financing Agreement as
of the date hereof. Except as amended by this Amendment No. 10 and any prior amendments,
the Receivables Financing Agreement remains unchanged and in full force and effect and is the
valid and legally binding obligation of each of the Borrower and the Servicer in accordance with
its terms. This Amendment No. 10 is a Transaction Document.
SECTION 5. Counterparts. This Amendment No. 10 may be executed in any number of
counterparts, each of which when so executed shall be deemed an original and all of which when
taken together shall constitute one and the same agreement. Delivery of an executed counterpart
hereof by facsimile or other electronic means shall be equally effective as delivery of an
originally executed counterpart.
SECTION 6. Captions. The headings of the Sections of this Amendment No. 10 are
provided solely for convenience of reference and shall not modify, define, expand or limit any of
the terms or provisions of this Amendment No. 10.
SECTION 7. Successors and permitted assigns. The terms of this Amendment No. 10
shall be binding upon, and shall inure to the benefit of the Borrower, PNC as the LC Bank, an
LC Participant, a Lender, and the Administrative Agent, and the Servicer, and their respective
successors and permitted assigns.
SECTION 8. Severability. Any provision of this Amendment No. 10 which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
SECTION 9. Governing Law and Jurisdiction. The provisions of the Receivables
Financing Agreement with respect to governing law, jurisdiction, and agent for service of
process are incorporated in this Amendment No. 10 by reference as if such provisions were set
forth herein.
SECTION 10. Reaffirmation of Performance Guaranty. After giving effect to this
Amendment No. 10 and the remaining Amendment No. 10 Documents, all of the provisions of
the Performance Guaranty shall remain in full force and effect and the Performance Guarantor
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hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance
Guaranty has continued and shall continue in full force and effect in accordance with its terms.
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Amendment 10 to RFA (PNC/Volt)
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 10 by
their duly authorized officers as of the date first above written.
Amendment 10 to RFA (PNC/Volt)
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