Exhibit 99.1
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CONSENT, WAIVER AND SECOND AMENDMENT
CONSENT, WAIVER AND
SECOND AMENDMENT, dated as of December 27, 2005 (this
"Amendment"), to the
Second Amended and Restated Credit Agreement dated as of
April 11, 2005, as amended by a Consent and First Amendment dated
as of November
15, 2005 (the "Credit Agreement"), among Volt Information Sciences,
Inc., Gatton
Volt Consulting Group Limited, the Guarantors party thereto,
the Lenders party
thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Agent").
Unless the context
requires otherwise,
capitalized
terms used herein
without
definition shall have the meanings ascribed to them in the Credit
Agreement.
R E C I T A L S
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WHEREAS, the Domestic
Borrower (and one or more members of the Delta Group) and
Nortel have agreed that the Domestic Borrower (directly or through
a Subsidiary)
will purchase
Nortel's 24% interest in Delta pursuant to the terms and
conditions summarized
on Schedule A to this
Amendment rather than
strictly in
accordance with the
terms and conditions
embodied in the Nortel
Put/Call (the
purchase of the said 24% interest, described on Schedule A hereto, being the
"Nortel Buy-Out"); and
WHEREAS, in connection with the consummation of the Nortel Buy-Out,
the Domestic
Borrower has requested that various amendments (as detailed in this
Amendment)
be made to the Credit
Agreement and,
for avoidance of doubt, the Domestic
Borrower further has
requested that the Required Lenders consent to the Nortel
Buy-Out and waive any right they otherwise may have to shorten the scheduled
maturity date under the Credit Agreement on account thereof;
and
WHEREAS, the Required
Lenders are willing to agree to such amendments, and to
grant such consent
and waiver,
on the terms and
conditions
hereinafter
set
forth.
NOW, THEREFORE,
in consideration of the mutual agreements contained in the
Credit Agreement
and herein and other good and
valuable consideration, the
receipt and
sufficiency of which
are hereby
acknowledged, the
parties hereto
hereby mutually agree as follows:
I. CONSENT AND WAIVER
1.1.
The Required Lenders
hereby consent to the Nortel Buy-Out (including
the performance
by the Domestic Borrower and its Subsidiaries of their
respective obligations thereunder, as well as the use of Loans to
fund a portion
of the Delta
Overadvance (defined
below)) as referenced
herein and more fully
described on Schedule A hereto. The Required Lenders hereby waive
any right they
otherwise may
have to shorten the maturity of the Note or of any other
obligation under the
Credit Agreement or any other Credit Document by reason of
the Nortel Buy-Out.
The Required Lenders are granting the foregoing consent and
waiver subject to, and in strict reliance on, the representations
and warranties
set forth in Section 3.2(e) of this Amendment.
<PAGE>
II. AMENDMENTS
2.1.
The following
defined terms are added to Section 1.01 of
the Credit
Agreement, in alphabetical order:
(i)
"Delta Overadvance"
means up to an
aggregate principal
amount at any
one time permitted to be outstanding, calculated without duplication, of
$75,000,000 (reduced
as provided in Section 5.14) of Intercompany Debt (other
than Delta Group
Intercompany Debt),
on either an unsecured
or secured basis
(and, to the extent on
a secured basis,
subject to the
criteria described
in
subclauses (i) and
(ii) of clause (y)(b) of the definition of Delta Approved
Intercompany Debt).
(ii)
"Non-Wholly
Owned Subsidiary" has the meaning given
to such term in
Section 6.10(b).
(iii) "Nortel
Buy-Out" has the meaning set forth in the
recitals to the
Second Amendment.
(iv)
"Second Amendment" means the Consent, Waiver and Second Amendment
(to
the Credit Agreement) dated as of December 27, 2005.
2.2.
The following defined terms are amended, as follows.
(i)
The term "Approved
Securitization" is amended to change "$150,000,000"
in the proviso to clause (iii) thereof to "$200,000,000."
(ii)
The term "Delta Approved Intercompany Debt" is amended and restated,
in its entirety, to read as follows:
"Delta Approved Intercompany Debt" shall mean:
(x)
commencing
on the effective date of the Second Amendment and
continuing thereafter
until the Delta Overadvance terminates as
provided in Section 5.14, the Delta Overadvance; and,
thereafter
(y)
(a) up to an aggregate
principal amount at
any one time
outstanding,
calculated
without
duplication, of
$5,000,000
of unsecured
Intercompany Debt (other than Delta Group Intercompany Debt); or (b)
up to an aggregate
principal amount at any one time outstanding,
calculated without
duplication,
of $10,000,000 of
Intercompany Debt
(other than Delta Group Intercompany Debt) which is (i) secured
only
by accounts receivable
of one or more members of the Delta Group, and
(ii) otherwise made on commercially reasonable terms and conditions,
with customary or market interest rates, repayment terms, advance
rates and eligibility criteria for accounts receivable.
(iii) The term "Maturity Date" is amended and restated, in its
entirety, to
read as follows:
2
<PAGE>
"Maturity Date"
means April 11, 2008.
(iv)
The term "Permitted
Encumbrances" is amended to change "$150,000,000"
to "$200,000,000" in the proviso to clause (f) thereof.
2.3.
Section 3.21 and Section 9.16 are deleted in their entirety.
2.4.
The words that read "the confidentiality provisions set forth in the
Nortel Agreement" in Sections 5.01(l), 5.02 and 5.06 are changed in each
place
to read: "any confidentiality provisions set forth in any agreement with
investors in any member of the Delta Group, which investors are not Affiliates
of the Domestic Borrower".
2.5.
Clause (f) of Section
5.02 is amended to read, in its entirety, as
follows:
(f) (i) the incurrence
by any Subsidiary
(other than a
Guarantor or
any member of the
Delta Group) of
Intercompany
Debt totaling
$5,000,000 or more in the aggregate, excluding the
Securitization
Transactions; and (ii)
each reduction of the
Delta Overadvance
and repayment of outstanding debt thereunder, and the
termination
of the Delta Overadvance, in accordance with Section 5.14;
2.6.
The words "and the Delta Overadvance" are added after the words
"other
than Delta Group
Intercompany
Debt" in the next to
last sentence
of Section
5.10(c).
2.7.
A new Section 5.14 in added to Article V of the Credit Agreement, as
follows:
SECTION 5.14 Reduction and Termination of Delta Overadvance.
(a) The Domestic
Borrower shall use its reasonable best efforts
cause the Delta Group
to seek and obtain
third-party
financing or
equity investments in
an aggregate amount of $70,000,000 or more. The
aggregate permitted
amount of the Delta Overadvance (initially,
$75,000,000) shall be
reduced (dollar for
dollar)
contemporaneously
with all such third-party financings and equity investments
received
after December 30, 2005 by any member of the Delta Group;
in the case
of revolving credit financings, the aggregate commitment available
to
be drawn, whether or
not actually drawn,
shall be the amount of
the
reduction for this
purpose. On the date on which, by virtue of the
reductions required by
the preceding
sentence, the
permitted Delta
Overadvance is
reduced to not more than $5,000,000, the Delta
Overadvance shall terminate.
(b) Notwithstanding
anything to the
contrary in this Agreement,
the Delta Overadvance shall terminate on June 30, 2007 unless prior
to
such termination
the Administrative Agent shall have been provided
with a collateral assignment of the note(s), if any, and the
underlying claim on
account of all
indebtedness in
