EXHIBIT 99.1
FOURTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT dated as of January
17, 2006 (the "Amendment") among VOLT FUNDING CORP. (the "Seller"), THREE RIVERS
FUNDING CORPORATION ("TRFCO") and VOLT INFORMATION SCIENCES, INC. ("Volt").
W I T N E S S E T H:
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WHEREAS, the Seller, TRFCO and Volt are parties to a Receivables
Purchase Agreement dated as of April 12, 2002, as amended by a First Amendment
to Receivables Purchase Agreement dated as of June 3, 2002, a Second Amendment
to Receivables Purchase Agreement dated as of March 31, 2004 and a Third
Amendment to Receivables Purchase Agreement dated as of April 8, 2005 (the
"RPA");
WHEREAS, the parties desire to amend the RPA;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. DEFINITIONS
Defined terms used herein and not defined herein shall have the
meanings assigned to such terms in the RPA.
SECTION 2. AMENDMENT OF RPA
The parties hereto agree that, effective as provided in Section 3
hereof:
(i) The definition of "Expiration Date" set forth in Section 1.01 of
the RPA shall be amended by replacing the date "April 2, 2007" set forth therein
with the date "April 2, 2008".
(ii) The definition of "Maximum Net Investment" set forth in Section
1.01 of the RPA is amended by replacing the dollar amount "$150,000,000" set
forth therein with the dollar amount "$200,000,000."
SECTION 3. CONDITIONS PRECEDENT
Upon execution and delivery of this Amendment by the parties hereto,
the amendments set forth herein shall become effective, automatically and
without any further approval, consent or other action by any party hereto, upon
the later to occur of (i) the date TRFCO shall have received the favorable
written opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Seller and Volt,
regarding this Amendment and the RPA (as amended by this Amendment),
substantially to the effect as set forth in the comparable written opinion dated
April 15, 2002 of Jenkens & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP (and also substantially
to the effect as set forth in ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇'▇ comparable opinion dated
April 15, 2002, except insofar as ▇▇. ▇▇▇▇▇▇▇▇▇ instead re-renders any
such opinion, which in such event shall also be substantially to the effect as
set forth in his comparable opinion dated April 15, 2002), with such opinion
(or, if applicable, each such opinion) to be in form and substance reasonably
acceptable to TRFCO; and (ii) the date TRFCO shall have received confirmation
from each rating agency rating its commercial paper notes that such rating
agency will not reduce, withdraw or suspend its then current rating as a result
of this Amendment or the transactions contemplated herein. TRFCO shall provide
the Seller and Volt with prompt notice of the occurrence of the effectiveness of
this Amendment.
SECTION 4. GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES
(OTHER THAN SECTION 5-1401 OF NEW YORK'S GENERAL OBLIGATIONS LAW).
SECTION 5. EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed, shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same Amendment. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 6. CONFIRMATION OF AGREEMENT
Each of the parties to the RPA agree that, except as amended hereby,
the RPA continues in full force and effect. The Seller and Volt hereby represent
and warrant that, after giving effect to the effectiveness of this Amendment,
their respective representations and warranties contained in the RPA are true
and correct in all material respects upon and as of such effectiveness with the
same force and effect as though made on and as of such date (except to the
extent that such representations and warranties relate solely to an earlier
date).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their authorized officers as of the day and year first above
written.
VOLT FUNDING CORPORATION
By: /s/
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Authorized Signatory
VOLT INFORMATION SCIENCES, INC.
By: /s/
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Authorized Signatory
THREE RIVERS FUNDING CORPORATION
By: /s/
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Authorized Signatory
