Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - VOLT INFORMATION SCIENCES, INC. | a07312016-ex322.htm |
| EX-32.1 - EXHIBIT 32.1 - VOLT INFORMATION SCIENCES, INC. | a07312016-ex321.htm |
| EX-31.2 - EXHIBIT 31.2 - VOLT INFORMATION SCIENCES, INC. | a07312016-ex312.htm |
| EX-31.1 - EXHIBIT 31.1 - VOLT INFORMATION SCIENCES, INC. | a07312016-ex311.htm |
| EX-10.3 - EXHIBIT 10.3 - VOLT INFORMATION SCIENCES, INC. | voltaip.htm |
| 10-Q - 10-Q - VOLT INFORMATION SCIENCES, INC. | visi-07312016x10q.htm |
AMENDMENT NO. 3 TO RECEIVABLES FINANCING AGREEMENT
This AMENDMENT NO. 3 TO RECEIVABLES FINANCING AGREEMENT (this
“Amendment No. 3”), dated as of September 6, 2016, 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 (the “Servicer”).
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”); and
WHEREAS, the parties hereto wish to amend the Receivables Financing Agreement
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.
3 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) The definition of “Facility Limit” set forth in Section 1.01 of the Receivables
Financing Agreement in hereby amended by deleting the amount “$150,000,000” in its entirety
and replacing it with the amount “$160,000,000”.
(b) Schedule I 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. 3 is
subject to the satisfaction of all of the following conditions precedent:
(a) The Administrative Agent shall have received a fully executed counterpart of this
Amendment No. 3 and the First Amended and Restated 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. 3
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.
101270756\V-3
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(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. 3 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.
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. 3 shall apply to the Receivables Financing Agreement as of
the date hereof. Except as amended by this Amendment No. 3 and any prior amendments, the
Receivables Financing Agreement remains unchanged and in full force and effect. This
Amendment No. 3 is a Transaction Document.
SECTION 5. Counterparts. This Amendment No. 3 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. 3 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. 3.
SECTION 7. Successors and permitted assigns. The terms of this Amendment No. 3 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. 3 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. 3 by reference as if such provisions were set forth herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Amendment 3 to RFA (PNC/Volt)
S-1
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 by
their duly authorized officers as of the date first above written.
VOLT FUNDING CORP.,
as the Borrower
By: /s/ Kevin Hannon
Name: Kevin Hannon
Title: Treasurer
VOLT INFORMATION SCIENCES, INC.,
as the Servicer
By: /s/ Kevin Hannon
Name: Kevin Hannon
Title: VP & Treasurer
Amendment 3 to RFA (PNC/Volt)
S-2
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Eric Bruno
Name: Eric Bruno
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as LC Bank and as an LC Participant
By: /s/ Eric Bruno
Name: Eric Bruno
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Eric Bruno
Name: Eric Bruno
Title: Senior Vice President
Ex. A-1
Exhibit A to Amendment 3 to RFA
SCHEDULE I
Commitments
Party Capacity Commitment
PNC Lender $160,000,000
PNC LC Participant $50,000,000
PNC LC Bank $50,000,000