EXHIBIT 4.02
SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT dated as of March
31, 2004 (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 (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 "Maximum Net Investment" set forth in
Section 1.01 of the RPA is amended by replacing the dollar
amount "$100,000,000" set forth therein with the dollar amount
"$150,000,000."
(ii) The definition of "Concentration Limit" set forth in Section
1.01 of the RPA is amended by replacing the language "four
percent (4%)" and "4%" in each place set forth therein with
the language "three and a half percent (3.5%)" and "3.5%,"
respectively.
(iii) The definition of "Concentration Limit" set forth in Section
1.01 of the RPA is amended by adding the following language at
the end thereof:
"Notwithstanding the foregoing, the applicable
Concentration Limit may be increased in respect of
any particular Obligor with the prior written consent
of the Buyer ."
(iv) The definition of "Credit Enhancement Floor" set forth in
Section 1.01 of the RPA is amended by replacing the language
"sixteen percent (16%)" set forth therein with the language
"fourteen percent (14%)."
(v) Clause (q) of the definition of "Eligible Receivable" set
forth in Section 1.01 of the RPA is amended to read in its
entirety as follows:
"(q) such Receivable must, by its terms, require full
payment in respect thereof to be made no later than
60 days after the date the original invoice with
respect thereto was sent to the related Obligor;"
(vi) The definition of "Expiration Date" set forth in Section 1.01
of the RPA is amended by (i) replacing the date "April 8,
2005" set forth therein with the date "April 3, 2006" and (ii)
removing the proviso set forth at the end of clause (i)
therein.
(vii) The definition of "Facility Fee Amount" set forth in Section
1.01 of the RPA is amended to add the word "Maximum" before
the words "Net Investment" set forth in clause (ii) therein.
(viii) Section 2.03(b) of the RPA is amended to insert the language
", on any date other than a Settlement Date," after the
language "If at any time the Seller shall wish to cause the
reduction of the Net Investment" set forth at the beginning of
such Section 2.03(b).
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 Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx 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 that firm's comparable opinion dated
April 15, 2002 (and also substantially to the effect as set forth in Xxxxxx X.
Xxxxxxxxx'x comparable opinion dated April 15, 2002, except insofar as Xx.
Xxxxxxxxx instead re-renders any such opinion, which shall also be in that event
substantially to the effect as set forth in his comparable opinion dated April
15, 2002), with such or each such opinion to be in form and substance reasonably
acceptable to TRFCO and (ii) the earlier to occur of (such earlier to occur, the
"Effectiveness Trigger Event") (x) the receipt by Volt of any and all necessary
consents to the execution and delivery of this Amendment under that certain
Credit Agreement dated as of April 12, 2002 (as amended from time to time) among
Volt, JPMorgan Chase Bank (as administrative agent) and certain other persons
(the "Volt Credit Agreement"); and (y) the repayment of all indebtedness under
the Volt Credit Agreement and termination of any and all lending commitments
thereunder. Volt shall provide Seller and TRFCO prompt notice of the occurrence
of the Effectiveness Trigger Event.
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 acknowledge and agree
that the definition of Eligible Receivable as used in the Sale Agreement shall
be effectively amended, through cross-reference to the RPA, by this Amendment.
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:___________________________________
Authorized Signatory
VOLT INFORMATION SCIENCES, INC.
By:___________________________________
Authorized Signatory
THREE RIVERS FUNDING CORPORATION
By:___________________________________
Authorized Signatory
