AMENDMENT NO. 3 TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ”), dated as of September 30, 2009, is among VOLT FUNDING CORP., a Delaware corporation (the “ Seller ”), VOLT INFORMATION SCIENCES, INC., a New York corporation, in its individual capacity (“ Volt ”) and in its capacity as servicer (in such capacity, the “ Servicer ”), MARKET STREET FUNDING LLC, a Delaware limited liability company (“ Market Street ”), as a Buyer (the “ Buyer ”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, (“ PNC ”), as Buyer Agent for Market Street, (the “ Buyer Agent ”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as Administrator (in such capacity, the “ Administrator ”).

BACKGROUND

WHEREAS, after giving effect to the Relationship Funding Assignment Agreement (as defined in Section 4 below), the Seller, the Servicer, Volt, the Buyer, the Buyer Agent and the Administrator are the only continuing parties to the Amended and Restated Receivables Purchase Agreement dated as of June 3, 2008 (as amended, supplemented and/or otherwise modified prior to giving effect to this Amendment, the “ Amended and Restated Receivables Purchase Agreement ”); and

WHEREAS, the Seller, the Servicer, Volt, the Buyer, the Buyer Agent and the Administrator desire to amend the Amended and Restated Receivables Purchase Agreement;

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.    Definitions . Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Amended and Restated Receivables Purchase Agreement.

SECTION 2.    Amendments to Amended and Restated Receivables Purchase Agreement . Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Amended and Restated Receivables Purchase Agreement is hereby amended as follows:

(a)       The definition of “Concentration Limit” set forth in Section 1.01 of the Amended and Restated Receivables Purchase Agreement is hereby amended by deleting the table set forth therein and replacing such table with the table set forth below and deleting the last sentence of such definition and replacing such sentence with the sentence following the table below:

It being understood that any change to the definition of Concentration Limit shall be subject to the Rating Agency Condition, if required.

(b)       A new definition of “Concentration Reserve Percentage” is hereby inserted in the correct alphabetical location in Section 1.01 of the Amended and Restated Receivables Purchase Agreement:

“‘Concentration Reserve Percentage’ means, at any time, (a) the largest of (i) the sum of the Account Balances of all the Eligible Receivables owing from each of the five (5) Group D Obligors (including Eligible Receivables owing from such Group D Obligor’s subsidiaries and Affiliates) with the highest Account Balances of Eligible Receivables of all Group D Obligors (up to the Concentration Limit for such Group D Obligor), (ii) the sum of the Account Balances of all the Eligible Receivables owing from each of the three (3) Group C Obligors (including Eligible Receivables owing from such Group C Obligor’s subsidiaries and Affiliates) with the highest Account Balances of Eligible Receivables of all Group C Obligors (up to the Concentration Limit for such Group C Obligor), (iii) the sum of the Account Balances of all the Eligible Receivables owing from each of the (2) two Group B Obligors (including Eligible Receivables owing from such Group B Obligor’s subsidiaries and Affiliates) with the highest Account Balances of Eligible Receivables of all Group B Obligors (up to the Concentration Limit for such Group B Obligor) and (iv) the Account Balances of all the Eligible Receivables owing from the Group A Obligor (including Eligible Receivables owing from such Group A Obligor’s subsidiaries and Affiliates) with the highest Account Balances of Eligible Receivables of all Group A Obligors (up to the Concentration Limit for such Group A Obligor), divided by (b) the aggregate of the Account Balances of the Eligible Receivables in the Receivables Pool outstanding as of the last Business Day of the prior Accounting Period.”

(c)       The definition of “Credit Dilution Reserve” appearing in Section 1.01 of the Amended and Restated Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“‘Credit Dilution Reserve” means, on any date, the product, expressed as a percentage, of (a) the Dilution Horizon multiplied by (b) the sum of (i) 2.5 times the Average Dilution Ratio and (ii) the Dilution Spike Factor.”

(d)       The definition of “Credit Enhancement Floor” appearing in Section 1.01 of the Amended and Restated Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“‘Credit Enhancement Floor’ shall mean, with respect to any Settlement Date, the greater of (a) fourteen percent (14%) and (b) the Concentration Reserve Percentage.”

(e)       The definition of “Credit Loss Reserve” appearing in Section 1.01 of the Amended and Restated Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“‘Credit Loss Reserve’ shall mean, with respect to any Settlement Date, the product, expressed as a percentage, of (i) 2.5, (ii) the Loss Ratio as of such Settlement Date and (iii) the Loss Horizon Ratio as of such Settlement Date.”

(f)        A new definition of “Delinquency Ratio” is hereby inserted in the correct alphabetical location in Section 1.01 of the Amended and Restated Receivables Purchase Agreement:

“‘Delinquency Ratio’ shall mean, with respect to any Settlement Date, a fraction, expressed as a percentage, the number of which is the aggregate outstanding balance of all Receivables on which any amount is unpaid for more than ninety (90) days after the original due date or, without duplication, would otherwise be considered delinquent in accordance with the Credit and Collection Policy and the denominator of which is the aggregate outstanding balance of all Receivables in the Receivables Pool.”

(g)       The definition of “Yield Reserve” in Section 1.01 of the Amended and Restated Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“‘Yield Reserve’ shall mean, with respect to any Settlement Period, an amount equal to the following amount:

{( RR + SFR ) x 2.0(DSO) x Eligible Receivables}
           360

where:

(h)       Section 9.01(s)(iv) of the Amended and Restated Receivables Purchase Agreement is, only after the date the Seller’s Restated Certificate of Incorporation, which complies with all the requirements of Section 7 of this Amendment, is filed with the Delaware Secretary of State, hereby deleted in its entirety and replaced with the following:

“(iv)    at all times from and after the filing of Seller’s Restated Certificate of Incorporation, which in any event complies with Section 7 of Amendment No. 3 to this Agreement, with the Delaware Secretary of State as required by Section 7 of Amendment No. 3 to this Agreement:

(A)      have not less than one member of Seller’s Board of Directors who is an individual who: (1) has (x) prior experience as an independent director for a corporation, or as an independent director or independent manager for a limited liability company, whose organizational documents required the unanimous consent of all independent directors (or independent managers) thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; (2) is reasonably acceptable to the Administrator as evidenced in a writing executed by the Administrator; and (3) is not, and has not been for a period of five years prior to his or her appointment as an independent director of the Seller (in the case of any Person so serving as of the effectiveness of Amendment No. 3 to this Agreement, for a period of five (5) years prior to such effectiveness): (v) a stockholder (whether direct, indirect or beneficial), customer, advisor or Significant Supplier of the Company or any of its respective Affiliates, (w) a director (except as an independent director of the Seller), officer, employee, partner, attorney or consultant of the Company or any of its Affiliates (the Company and its Affiliates other than the Seller being hereinafter referred to as the “Parent Group”), (x) a Family Member of any Person (other than a stockholder) referred to in clauses (v) or (w) above and with respect to a stockholder referred to in clause (v) above, a Stockholder Family Member of such stockholder, (y) an individual or other Person controlling or under common control with any such stockholder, partner, customer, Significant Supplier, employee, officer or director, or (z) a trustee, conservator or receiver for any member of the Parent Group (such an individual meeting the requirements set forth above, the “Independent Director”) ;

For the purposes of Section 9.01(s)(iv)(A)(3)(x) above, “Family Member” of a specified individual shall mean: (1) a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (and in each case including adoptive relationships) of such specified individual; and (2) any other individual (except employees) who shares such specified individual’s home, whether or not related by blood or marriage.

For the purposes of Section 9.01(s)(iv)(A)(3)(x) above, “Stockholder Family Member” of a specified individual shall mean: (1) a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or sibling (and in each case including adoptive relationships) of such specified individual; (2) any other ind