AMENDED AND RESTATED
JOINT AND SEVERAL GUARANTY OF PAYMENT
New York, New York
As of March 5, 2002
WHEREAS, Volt Information Sciences, Inc., a New York corporation (the
"Domestic Borrower") and its wholly-owned subsidiary, Gatton Volt Consulting
Group Limited, a corporation organized under the laws of the United Kingdom
("Gatton"), are parties to a certain Credit Agreement, dated as of September 11,
2001 (as originally entered into, the "Original Credit Agreement"), together
with Volt Management Corp., a Delaware corporation, Volt Information Sciences
Funding, Inc., a Delaware corporation, Volt Delta Resources, Inc., a Nevada
corporation ("Delta/Nevada"), DataNational, Inc., a Delaware corporation
("Data/Delaware"), Volt-Autologic Directories S.A., Ltd., a Delaware corporation
now known as Volt Directories S.A., Ltd., and Volt Human Resources, Inc., a
Delaware corporation now a Delaware limited liability company known as Volt
Technical Resources, LLC (collectively, the "Original Guarantors"), as
guarantors, the Lenders (as such term is defined in the Original Credit
Agreement) party thereto, The Chase Manhattan Bank (now known as JPMorgan Chase
Bank) ("Chase"), as Administrative Agent (as such term is defined in the
Original Credit Agreement), and Fleet National Bank ("Fleet"), as Syndication
Agent (as such term is defined in the Original Credit Agreement), which Original
Credit Agreement provided for the making of Loans (as such term is defined
therein) from time to time to the Domestic Borrower or Gatton or to other future
Subsidiary Borrowers (as such term is defined therein), in the original
aggregate principal amount of up to $127,500,000, and for the Issuing Bank to
issue Letters of Credit (as such terms are defined therein) from time to time on
behalf of the Domestic Borrower; and
WHEREAS, in connection with the execution and delivery of the Original
Credit Agreement and as a condition to the effectiveness thereof, and in order
to induce the Lenders to make such Loans, the Issuing Bank to issue such Letters
of Credit, and the Administrative Agent and Syndication Agent to act in such
respective capacities, the Original Guarantors, acknowledging that they
anticipated receiving direct and substantial benefit from the credit to be
provided to the Domestic Borrower, Gatton and/or any other Subsidiary Borrower
under the Original Credit Agreement, executed and delivered a certain Joint and
Several Guaranty of Payment, dated September 11, 2001 (the "Original Guaranty"),
in favor of the Lenders, the Issuing Bank, the Administrative Agent and
Syndication Agent; and
WHEREAS, the Domestic Borrower, Gatton, the Original Guarantors, the
Lenders party thereto, the Administrative Agent and the Syndication Agent
thereafter entered into a certain First Amendment dated as of February 1, 2002
(the "First Amendment") to the Original Credit Agreement pursuant to which,
among other things, certain designated subsidiaries of the Domestic Borrower,
namely, Volt Telecommunications Group, Inc., a Delaware corporation, Volt Delta
Resources, Inc., a Delaware corporation and DataNational of Georgia, Inc., a
Georgia corporation (collectively, the "New Guarantors"), are required to join
in the Original Guaranty and, along with Delta/Nevada and Data/Delaware, enter
into the Security Agreement (as defined in Exhibit A hereto) in favor of the
Collateral Agent (as defined in the Security Agreement) for
Exhibit 4.01(b) 1
the benefit of the Lenders, the Issuing Bank, the Administrative Agent and the
Syndication Agent (as those terms are defined in the Credit Agreement, as
defined in Exhibit A hereto); and
WHEREAS, in connection with such joinder by the New Guarantors and the
making of the Security Agreement, the Administrative Agent (on behalf of the
Required Lenders, as such term is defined in the Credit Agreement) in accordance
with Section 5.11 of the Credit Agreement) has requested that joinder of the New
Guarantors be effected as part of an amendment and restatement of the Original
Guaranty in its entirety, and the Original Guarantors and New Guarantors are
willing to do so, and do further acknowledge that they anticipate that they will
receive direct and substantial benefit from the credit to be provided or
continued to the Domestic Borrower, Gatton and/or any other Subsidiary Borrower
under the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, and in order to induce the Lenders to make and continue the Loans
under the Credit Agreement, to induce the Issuing Bank to issue Letters of
Credit under the Credit Agreement, and to induce Chase to continue to act as
Administrative Agent under the Credit Agreement and Fleet to continue to serve
as Syndication Agent under the Credit Agreement, the undersigned hereby
acknowledges, agrees and confirms that all of the above recitals are true,
correct and complete and hereby covenants and agrees with the Administrative
Agent, the Lenders, the Issuing Bank and the Syndication Agent, and each of
their respective successors, endorsees and assigns as follows:
1. The undersigned guarantees, absolutely, irrevocably and
unconditionally, to each Lender, the Issuing Bank, the Administrative Agent and
the Syndication Agent (collectively, the "Lender Group") the payment of the Debt
(defined below) notwithstanding that Loans have been, or may be, made or Letters
of Credit issued in the face of a default under the Credit Documents, or
otherwise not in compliance with the lending criteria set forth in the Credit
Agreement. The term "Debt" as used in this Guaranty shall mean all liabilities
of any of the Borrowers (as such term is defined in the Credit Agreement) to any
of the Lenders, the Issuing Bank, the Administrative Agent and/or the
Syndication Agent, with respect to any Loan or any Letter of Credit or arising
under the Credit Agreement, or any other Credit Document, of whatever nature,
whether now existing or hereafter incurred, whether created directly or acquired
by assignment or otherwise, whether matured or unmatured and whether absolute or
contingent, including, without limitation, all principal, interest, additional
interest (including specifically all interest accruing from and after the
commencement of any case, proceeding or action under any existing or future laws
relating to bankruptcy, insolvency or similar matters with respect to any of the
Borrowers) and other sums of any nature whatsoever which may or shall become due
and payable pursuant to the provisions of the Credit Agreement or any of the
other Credit Documents (all of the above unaffected by modification thereof in
any bankruptcy or insolvency proceeding), even though one or more Lenders or the
Administrative Agent may not have an allowed claim for the same against one or
more of the Borrowers as a result of any bankruptcy or insolvency proceeding.
The provisions of section 9.09(e) of the Credit Agreement shall apply, mutatis
mutandis, to the liabilities of the undersigned under this Guaranty.
2. The undersigned agrees that the undersigned shall indemnify and hold
the Lender Group harmless and defend each member of the Lender Group at the
undersigned's sole cost and
Exhibit 4.01(b) 2
expense against any loss or liability, cost or expense (including, but not
limited to, reasonable attorneys' fees and disbursements of each such member's
counsel, whether in-house staff, retained firms or otherwise), and all claims,
actions, procedures and suits arising out of or in connection with:
(a) any ongoing matters (other than ordinary loan administration)
arising out of the transaction contemplated by this Guaranty or the Security
Agreement;
(b) any amendment to, or restructuring of, this Guaranty or the
Security Agreement; and
(c) any and all lawful action that may be taken by the
Administrative Agent, the Collateral Agent or the Required Lenders in connection
with the enforcement of the provisions of this Guaranty or action taken in
connection therewith under the Security Agreement, whether or not suit is filed
in connection with the same, or in connection with any of the undersigned or any
of the Borrowers and/or any partner, joint venturer or shareholder or member of
any thereof becoming a party to a voluntary or involuntary federal or state
bankruptcy, insolvency or similar proceeding.
All sums expended by the Administrative Agent, the Collateral Agent, the Issuing
Bank or any Lender shall be payable to the Administrative Agent (on behalf of
such Person(s)) on demand and, until reimbursed by one of the Borrowers or by
the undersigned pursuant hereto, shall bear interest at the rate applicable to
ABR Loans under the Credit Agreement plus 2%.
3. Intentionally omitted.
4. If an Event of Default (as such term is defined in the Credit
Agreement) shall have occurred and be continuing, each Lender, the Issuing Bank,
and each of its respective Affiliates (as such term is defined in the Credit
Agreement) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing by such Lender, the Issuing Bank, or
Affiliate to or for the credit or the account of any of the undersigned against
any of and all the obligations of such undersigned now or hereafter existing
under this Guaranty held by such Lender, or by the Issuing Bank, irrespective of
whether or not such Lender or the Issuing Bank shall have made any demand under
this Guaranty and although such obligations may be unmatured. The rights of each
Lender and of the Issuing Bank under this paragraph are in addition to other
rights and remedies (including other rights of setoff) which such Lender or the
Issuing Bank may have, but such rights and remedies are subject to Section 2.18
of the Credit Agreement.
5. Subject to any applicable provisions of the Credit Agreement, all
moneys available to each Lender, the Issuing Bank or the Administrative Agent
for application in payment or reduction of the Debt may be applied by each
Lender, the Issuing Bank or the Administrative Agent
Exhibit 4.01(b) 3
in such manner and in such amounts and at such time or times and in such order,
priority and proportions as such Lender, the Issuing Bank or the Administrative
Agent may see fit to the payment or reduction of such portion of the Debt any
such Lender, the Issuing Bank or the Administrative Agent may elect.
6. The undersigned hereby expressly agrees that this Guaranty is
independent of, and in addition to, any collateral now or hereafter granted,
pledged or assigned under any of the Credit Documents, and the undersigned
hereby consents that from time to time, before or after any default by any of
the Borrowers, with or without further notice to or assent from any of the
undersigned:
(a) any security at any time held by or available to the Collateral
Agent, any Lender, the Issuing Bank or the Administrative Agent for any
obligation of any of the Borrowers, or any security at any time held by or
available to the Collateral Agent, any Lender, the Issuing Bank or the
Administrative Agent for any obligation of any other person or entity primarily,
secondarily or otherwise liable for all or any portion of the Debt, any other
obligations of the undersigned under this Guaranty, including any fees,
contracted with or acquired by the Collateral Agent, any Lender, the Issuing
Bank or the Administrative Agent, whether joint, several, absolute, contingent,
secured, matured or unmatured (the "Liabilities") and/or any other obligations
of any of the Borrowers or any other person or entity, other than the Collateral
Agent, any Lender, the Issuing Bank or the Administrative Agent, under any of
the Credit Documents ("Other Obligations"), including any guarantor of the Debt
and/or any of such Other Obligations, may be accelerated, settled, exchanged,
surrendered or released, and the Collateral Agent, any Lender, the Issuing Bank
or the Administrative Agent may fail to set off and may release, in whole or in
part, any balance of any deposit account or credit on its books in favor of any
of the Borrowers, or of any such other person or entity;
(b) any obligation of any of the Borrowers, or of any such other
person or entity, may be changed, altered, renewed, extended, continued,
accelerated, surrendered, compromised, settled, waived or released in whole or
in part, or any default with respect thereto waived; and
(c) the Collateral Agent, any Lender, the Issuing Bank or the
Administrative Agent may extend further credit in any manner whatsoever to any
of the Borrowers, and generally deal with each of the Borrowers or any of the
abovementioned security, deposit account, credit on its books or other person or
entity as the Collateral Agent, any such Lender, the Issuing Bank or the
Administrative Agent may see fit;
and the undersigned shall remain bound in all respects under this Guaranty,
without any loss of any rights by the Collateral Agent, any Lender, the Issuing
Bank or the Administrative Agent and without affecting the liability of the
undersigned, notwithstanding any such exchange, surrender, release, change,
alteration, renewal, extension, continuance, compromise, waiver, inaction,
extension of further credit or other dealing. In addition, unless any of the
other Credit Documents shall otherwise require, all moneys available to the
Collateral Agent, any Lender, the Issuing Bank or the Administrative Agent for
application in payment or reduction of the Debt and/or any Other Obligations may
be applied by each of them in such manner and in such amounts and at such time
or times and in such order, priority and proportions as the Collateral Agent,
any such Lender, the Issuing Bank or the Administrative Agent may see fit.
Nothing in
Exhibit 4.01(b) 4
this paragraph 6 is intended to vitiate any of the rights or obligations of the
members of the Lender Group to each other under the Credit Agreement or the
Security Agreement with respect to any of the matters referred to in this
paragraph. Nothing in this paragraph 6 is intended to vitiate any rights or
obligations of any of the undersigned under the Credit Agreement or the Security
Agreement.
7. The undersigned hereby waives:
(a) notice of acceptance of this Guaranty and of the making of any
Loan or the issuance of any Letter of Credit;
(b) presentment and demand for payment of the Debt or any portion
thereof;
(c) protest and notice of dishonor or default to any or all of the
undersigned or to any other person or entity with respect to the Debt or any
portion thereof;
(d) all other notices to which any or all of the undersigned might
otherwise be entitled in order to make any provision of this Guaranty
enforceable against the undersigned; and
(e) any demand under this Guaranty.
8. If any of the following events should occur:
(a) an Event of Default under the Credit Agreement; or
(b) any or all of the undersigned violates any provision of this
Guaranty;
then, subject to the applicable provisions of the Credit Agreement, the
Administrative Agent may (and at the request of the Required Lenders, shall)
declare the Liabilities to be, and the same shall become, immediately due and
payable.
9. This is a guaranty of payment and not of collection and the undersigned
further waives any right to require that any action be brought against any of
the Borrowers or any other person or entity or to require that resort be had to
any security or to any balance of any deposit account or credit on the books of
any of the Lenders, the Issuing Bank, or the Administrative Agent in favor of
any of the Borrowers or any other person or entity. Any payment on account of or
reacknowledgment of the Debt by any of the Borrowers, or any other party liable
therefor, shall be deemed to be made on behalf of the undersigned and shall
serve to start anew the statutory period of limitations applicable to the Debt.
10. Each reference herein to any of the Lenders, the Issuing Bank, the
Administrative Agent, the Collateral Agent or the Syndication Agent shall be
deemed to include such entity's respective successors and assigns, in whose
favor the provisions of this Guaranty shall also inure. Each reference herein to
the undersigned shall be deemed to include the respective successors and assigns
of the undersigned, all of whom shall be bound by the provisions of this
Guaranty,
Exhibit 4.01(b) 5
provided, however, that unless the same occurs as part of a transaction
permitted under the Credit Agreement, the undersigned shall in no event nor
under any circumstance have the right, without obtaining the prior written
consent of the Required Lenders or the Administrative Agent (acting with the
consent of the Required Lenders), to assign or transfer any of the undersigned's
obligations and liabilities under this Guaranty, in whole or in part, to any
other person or entity.
11. The term "undersigned" as used herein shall, if this Guaranty is
signed by more than one party, unless otherwise stated herein, mean the
"undersigned and each of them" and each undertaking herein contained shall be
their joint and several undertaking. The Administrative Agent may proceed
against none, one or more of the undersigned at one time or from time to time as
it sees fit in its sole and absolute discretion. If any party hereto shall be a
partnership or a limited liability company, the agreements and obligations on
the part of the undersigned herein contained shall remain in force and
application notwithstanding any changes in the members composing the partnership
or the members composing such company, and the term "undersigned" shall include
any altered or successive partnerships or limited liability companies, but the
predecessor entities and their partners or members shall not thereby be released
from any obligations or liability hereunder. If any party hereto shall be a
corporation or a limited liability company, the agreements and obligations on
the part of the undersigned herein contained shall remain in force and
application notwithstanding the merger, consolidation, reorganization or
absorption thereof, and the term "undersigned" shall include such new entity,
but the old entity shall not thereby be released from any obligations or
liabilities hereunder.
12. No delay on the part of the Administrative Agent or the Required
Lenders in exercising any right or remedy under this Guaranty or failure to
exercise the same shall operate as a waiver in whole or in part of any such
right or remedy. No notice to or demand on any or all of the undersigned shall
be deemed to be a waiver of the obligations of any or all of the undersigned or
of the right of the Administrative Agent or the Required Lenders to take further
action without notice or demand as provided in this Guaranty. No course of
dealing between any of the undersigned and the Administrative Agent, the
Collateral Agent, the Issuing Bank or any Lender shall change, modify or
discharge, in whole or in part, this Guaranty or any obligations of the
undersigned hereunder.
13. This Guaranty may be modified, amended, changed or terminated only by
an agreement in writing signed by the Required Lenders or the Administrative
Agent (with the consent of the Required Lenders) and the undersigned. No waiver
of any term, covenant or provision of this Guaranty shall be effective unless
given in writing by the Required Lenders or the Administrative Agent (with the
consent of the Required Lenders) and if so given shall only be effective in the
specific instance in which given. The execution and delivery hereafter to the
Administrative Agent by any or all of the undersigned of a new instrument of
guaranty or any reaffirmation of guaranty, of whatever nature, shall not
terminate, supersede or cancel this instrument, unless expressly so provided
therein, and all rights and remedies of the Administrative Agent, the Issuing
Bank, or any Lender hereunder or under any instrument of guaranty hereafter
executed and delivered to the Administrative Agent by any or all of the
undersigned shall be cumulative and may be exercised singly or concurrently.
Exhibit 4.01(b) 6
14. The undersigned acknowledges that this Guaranty and the undersigned's
obligations under this Guaranty are and shall at all times continue to be
absolute, irrevocable and unconditional in all respects, and shall at all times
be valid and enforceable irrespective of any other agreements or circumstances
of any nature whatsoever which might otherwise constitute a defense to this
Guaranty and the obligations of any or all of the undersigned under this
Guaranty or the obligations of any other person or entity (including, without
limitation, any of the Borrowers) relating to this Guaranty or the obligations
of any or all of the undersigned hereunder or otherwise with respect to the Debt
including, but not limited to, any action with respect to any collateral now or
hereafter pledged under the Security Agreement or any of the other Credit
Documents, or the realization upon any other collateral now or hereafter given,
pledged or assigned as security for all or any portion of the Debt, or the
filing of a petition (or equivalent) under Title 11 of the United States Code or
under any other similar law of any other jurisdiction with regard to any of the
Borrowers or any or all of the undersigned, or the commencement of an action or
proceeding for the benefit of the creditors of any of the Borrowers or any of
the undersigned, or the obtaining by the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender of title to any collateral now or
hereafter given, pledged or assigned, as security for the Debt by reason of the
enforcement of the Security Agreement or of any pledge agreement or other
security agreement, a transfer of assets in settlement of claims under any of
the other Credit Documents, or otherwise. This Guaranty sets forth the entire
agreement and understanding of Lender Group and the undersigned with respect to
the matters covered by this Guaranty and the undersigned acknowledges that no
oral or other agreements, understandings, representations or warranties exist
with respect to this Guaranty or with respect to the obligations of the
undersigned under this Guaranty, except those specifically set forth in this
Guaranty.
15. This Guaranty has been validly authorized, executed and delivered by
the undersigned. The undersigned represents and warrants to the Lender Group
that it has the corporate power to do so and to perform its obligations under
this Guaranty, and that this Guaranty constitutes the legally binding obligation
of the undersigned, fully enforceable against the undersigned in accordance with
the terms hereof. The undersigned further represents and warrants to the Lender
Group that:
(a) neither the execution and delivery of this Guaranty nor the
consummation of the transactions contemplated hereby nor compliance with the
terms and provisions hereof will violate any applicable provision of law or any
applicable regulation or other manifestation of governmental action; and
(b) all necessary approvals, consents, licenses, registrations and
validations of any governmental regulatory body, including, without limitation,
approvals required to permit the undersigned to execute and carry out the
provisions of this Guaranty, for the validity of the obligations of the
undersigned hereunder and for the making of any payment or remittance of any
funds required to be made by the undersigned under this Guaranty, have been
obtained and are in full force and effect.
16. Notwithstanding any payments made by any or all of the undersigned
pursuant to the provisions of this Guaranty, the undersigned irrevocably waives
all rights to enforce or collect upon any rights which it now has or may acquire
against any of the Borrowers either by
Exhibit 4.01(b) 7
way of subrogation, indemnity, reimbursement or contribution for any amount paid
under this Guaranty, or by way of any other obligations whatsoever of any of the
Borrowers to any or all of the undersigned, such waiver to be and remain in full
force and effect until the indefeasible payment in full of the entire Debt. In
addition, unless the entire Debt has been indefeasibly paid in full, none of the
undersigned may file, assert or receive payment on any claim, whether now
existing or hereafter arising, against any of the Borrowers in the event of the
commencement of a case by or against any of the Borrowers under Title 11 of the
United States Code or under any other similar law of any other jurisdiction. In
the event a petition (or equivalent) is filed under said Title 11 of the United
States Code or under any other similar law of any other jurisdiction with regard
to any of the Borrowers, or if an action or proceeding is commenced for the
benefit of the creditors of any of the Borrowers, this Guaranty shall at all
times thereafter remain effective in regard to any payments or other transfers
of assets to the Collateral Agent, the Administrative Agent, the Issuing Bank or
any of the Lenders received from or on behalf of any of the Borrowers prior to
notice of termination of this Guaranty and which are or may be held voidable on
the grounds of preference or fraud, whether or not the Debt has been paid in
full. The provisions of this paragraph 16 shall survive the term of this
Guaranty and the payment in full of the Debt and all other Liabilities and the
termination of all Commitments (as such term is defined under the Credit
Agreement).
17. Any notice, request or demand given or made under this Guaranty shall
be in writing and shall be given and deemed given as provided in the Credit
Agreement.
18. This Guaranty is, and shall be deemed to be, a contract entered into
under and pursuant to the laws of the State of New York and shall be in all
respects governed, construed, applied and enforced in accordance with the laws
of the State of New York without regard to conflicts of laws principles of New
York State law other than ss. 5-1401 of the New York General Obligations Law.
The undersigned acknowledges and agrees that this Guaranty is, and is intended
to be, an instrument for the payment of money only, as such phrase is used in
ss. 3213 of the Civil Practice Law and Rules of the State of New York, and the
undersigned has been fully advised by its counsel of the Administrative Agent's,
the Issuing Bank's and the Lenders' rights and remedies pursuant to said ss.
3213.
19. The undersigned agrees to submit to personal jurisdiction in the State
of New York in any action or proceeding arising out of this Guaranty. In
furtherance of such agreement, the undersigned hereby agrees and consents that
without limiting other methods of obtaining jurisdiction, personal jurisdiction
over the undersigned in any such action or proceeding may be obtained within or
without the jurisdiction of any court located in New York and that any process
or notice of motion or other application to any such court in connection with
any such action or proceeding may be served upon the undersigned by registered
or certified mail to, or by personal service at, the last known address of the
undersigned, whether such address be within or without the jurisdiction of any
such court. The undersigned hereby further agrees that the venue of any
litigation arising in connection with the Debt or in respect of any of the
obligations of the undersigned under this Guaranty, shall, to the extent
permitted by New York General Obligations Law ss. 5-1402, be in New York County.
Exhibit 4.01(b) 8
20. The undersigned absolutely, unconditionally and irrevocably waives any
and all right to assert or interpose any defense (other than the final and
indefeasible payment of all or any portion of the Debt, which may be raised as a
defense to a claim of non-payment to the extent such payment has been made),
setoff, counterclaim or crossclaim of any nature whatsoever with respect to this
Guaranty or the obligations of the undersigned under this Guaranty, or the
obligations of any other person or entity (including, without limitation, any of
the Borrowers) relating to this Guaranty, or the obligations of the undersigned
hereunder or otherwise with respect to any portion of the Debt in any action or
proceeding brought by the Administrative Agent or any of the Lenders to collect
the Debt, or any portion thereof, or to enforce the obligations of the
undersigned under this Guaranty (provided, however, that the foregoing shall not
be deemed a waiver of the right of the undersigned to assert any compulsory
counterclaim maintained in a court of the United States, or of the State of New
York if such counterclaim is compelled under local law or rule of procedure, nor
shall the foregoing be deemed a waiver of the right of the undersigned to assert
any claim which would constitute a defense, setoff, counterclaim or crossclaim
of any nature whatsoever against the Administrative Agent, the Issuing Bank or
any of the Lenders in any separate action or proceeding). The undersigned hereby
undertakes and agrees that this Guaranty shall remain in full force and effect
for all of the obligations and liabilities of the undersigned hereunder,
notwithstanding the maturity of the Loans, whether by acceleration, scheduled
maturity or otherwise, the reimbursement of all LC Disbursements (as such term
is defined in the Credit Agreement) or the termination of the Commitments.
21. No exculpatory provisions which may be contained in the Credit
Agreement or in any other Credit Document shall in any event or under any
circumstances be deemed or construed to modify, qualify, or affect in any manner
whatsoever the obligations and liabilities of the undersigned under this
Guaranty.
22. The obligations and liabilities of the undersigned under this Guaranty
are in addition to the obligations and liabilities of the undersigned under any
Other Guaranties (as hereinafter defined). The discharge of any or all of the
undersigned's obligations and liabilities under any one or more Other Guaranties
by the undersigned or by reason of operation of law or otherwise shall in no
event or under any circumstance constitute or be deemed to constitute a
discharge, in whole or in part, of the undersigned's obligations and liabilities
under this Guaranty. Conversely, the discharge of any or all of the
undersigned's obligations and liabilities under this Guaranty by the undersigned
or by reason of operation of law or otherwise shall in no event or under any
circumstance constitute or be deemed to constitute a discharge, in whole or in
part, of the undersigned's obligations and liabilities under any Other
Guaranties. The term "Other Guaranties" as used herein shall mean any other
guaranty of payment, guaranty of performance, indemnification agreement or other
guaranty, instrument or agreement (including, without limitation, the Credit
Agreement) other than this Guaranty, creating any obligation or undertaking of
any nature whatsoever now or hereafter executed and delivered by any or all of
the undersigned to the one or more members of the Lender Group in connection
with any of the Loans or any of the Letters of Credit.
23. This Guaranty may be executed in one or more counterparts by some or
all of the parties hereto, each of which counterparts shall be an original and
all of which together shall
Exhibit 4.01(b) 9
constitute a single agreement of guaranty. The failure of any party listed below
to execute this Guaranty, or any counterpart hereof, or the ineffectiveness for
any reason of any such execution, shall not relieve the other signatories from
their obligations hereunder nor shall any implication arise from the failure of
any of the original guarantors to sign this Guaranty that such non-signing
guarantor, or any other guarantor, is released from any of its respective
obligations hereunder.
24. The undersigned hereby irrevocably and unconditionally waives, and the
Administrative Agent, the Issuing Bank and each Lender by the Administrative
Agent's acceptance of this Guaranty irrevocably and unconditionally waives, any
and all right to trial by jury in any action, suit or counterclaim arising in
connection with, out of or otherwise relating to this Guaranty.
25. In the event that, for any reason whatsoever, any Borrower (as defined
in the Credit Agreement) or other person or entity obligated in respect of any
of the Debt (including, without limitation, any of the undersigned) is now or
hereafter becomes indebted to any or all of the undersigned in any manner (an
"Affiliate Obligation"), the undersigned agrees that the amount of such
Affiliate Obligation, interest thereon, and all other amounts due with respect
thereto, shall, at all times during the existence of a Default (as such term is
defined under the Credit Agreement) or an Event of Default, be subordinate as to
time of payment and in all other respects to repayment of all the Debt, and that
any of the undersigned who is a creditor with respect thereto shall not be
entitled to enforce or receive payment thereof until all sums then due and owing
to any or all members of the Lender Group in respect of the Debt shall have been
indefeasibly paid in full and all of the Commitments shall have been terminated,
except that any or all of the undersigned who are creditors as aforesaid may
enforce any obligations in respect of any such Affiliate Obligation owing to any
or all of them from a Borrower or such other indebted person or entity so long
as all proceeds in respect of any recovery from such enforcement shall be held
by such undersigned in trust for the benefit of the applicable members of the
Lender Group. If any payment, other than pursuant to the immediately preceding
sentence, shall have been made to any or all of the undersigned by a Borrower or
such indebted person or entity on any such Affiliate Obligation during any time
that a Default or an Event of Default exists and there is Debt outstanding or
any of the Commitments shall be in effect, such undersigned creditor shall hold
in trust all such payments for the benefit of the Lender Group.
Exhibit 4.01(b) 10
IN WITNESS WHEREOF, the undersigned have duly executed this Guaranty the day and
year first above set forth.
VOLT MANAGEMENT CORP., VOLT INFORMATION SCIENCES
a Delaware corporation FUNDING, INC., a Delaware corporation
By: By:
--------------------------------- ----------------------------------
Name: Name:
Title: Title:
VOLT DELTA RESOURCES, INC., DATANATIONAL, INC., a Delaware
a Nevada corporation corporation
By: By:
--------------------------------- ----------------------------------
Name: Name:
Title: Title:
VOLT DIRECTORIES S.A., LTD. VOLT TECHNICAL RESOURCES,
(a Delaware corporation formerly LLC, a Delaware limited liability
known as Volt-Autologic company (formerly known as Volt
Directories S.A., Ltd) Human Resources, Inc.)
By: By:
--------------------------------- ----------------------------------
Name: Name:
Title: Title:
VOLT TELECOMMUNICATIONS VOLT DELTA RESOURCES, INC.,
GROUP, INC., a Delaware corporation a Delaware corporation
By: By:
--------------------------------- ----------------------------------
Name: Name:
Title: Title:
DATANATIONAL OF GEORGIA, INC., Pursuant to Section 5.11 of the
a Georgia corporation Credit Agreement, approved by the
Required Lenders under the First
Amendment, the Administrative Agent
By: hereby approves this Guaranty
---------------------------------
Name:
Title: JPMORGAN CHASE BANK
By:
----------------------------------
Name:
Title:
Exhibit 4.01(b) 11
EXHIBIT A
The term "Credit Agreement" as used in this Guaranty shall mean, except
when expressly stated to the contrary, a certain Credit Agreement dated as of
September 11, 2001, between the Lenders, the Administrative Agent, the
Syndication Agent, the Borrowers and the Original Guarantors, providing for a
short-term revolving credit facility in the initial principal amount of up to
$127,500,000, and containing provisions for a possible increase to a maximum
principal amount of $135,000,000, as amended by a First Amendment dated as of
February 1, 2002, and a Second Amendment dated as of March 5, 2002 (pursuant to
which the New Guarantors have been added as parties), and as the same may be
hereafter amended, extended, supplemented, restated, joined in or otherwise
modified or replaced.
The term "Security Agreement" as used in this Guaranty shall mean a
certain Security Agreement dated as of March 5, 2002 made by the New Guarantors,
Delta/Nevada and Data/Delaware in favor of the Collateral Agent (as defined
therein) on behalf of the Lender Group.
Exhibit 4.01(b) 12
