Exhibit 4.1(b)
JOINT AND SEVERAL GUARANTY OF PAYMENT
New York, New York
As of April 12, 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 the date
hereof (as the same may from time to time be amended, extended, supplemented,
restated, joined in, or otherwise modified or replaced, the "CREDIT AGREEMENT"),
together with the undersigned Guarantors (as such term is defined in the Credit
Agreement), the Lenders (as such term is defined in the Credit Agreement) party
thereto, and JPMorgan Chase Bank ("CHASE"), as Administrative Agent (as such
term is defined in the Credit Agreement), which Credit Agreement provides 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 aggregate principal amount of up to $40,000,000
at any time, 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.
(Capitalized terms used herein and not otherwise defined herein, are used with
the meanings ascribed to such terms under the Credit Agreement); and
WHEREAS, in connection with the Credit Agreement the Domestic Borrower may
from time to time be a party to one or more Designated Swap Agreements (with any
institution that participates, and in each case including their respective
assigns, as a counterparty to any Designated Swap Agreement being referred to,
collectively, as the "HEDGE CREDITORS"; and with the Hedge Creditors together
with the Administrative Agent, the Issuing Bank, the Collateral Agent, and the
Lenders, being referred to, collectively, as the "SECURED CREDITORS"; and with
the Hedge Creditors intended to benefit hereunder as herein provided); and
WHEREAS, the Guarantors will receive direct and substantial benefit from
the credit to be provided to the Domestic Borrower, Gatton, and any other
Subsidiary Borrower, under the Credit Agreement, the Designated Swap Agreements
and the other Credit Documents; and
WHEREAS, in connection with the execution and delivery of the Credit
Agreement and as a condition to the effectiveness thereof, and in order to
induce the Lenders and the Administrative Agent to enter into the Credit
Agreement and to induce the Hedge Creditors to enter into any Designated Swap
Agreements, and to induce the Lenders to make such Loans, the Issuing Bank to
issue such Letters of Credit, and the Administrative Agent to act in such
capacity, the Guarantors are required to and have agreed to execute and deliver
this Joint and Several Guaranty of Payment (this "Guaranty"), in favor of the
Secured Creditors.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the undersigned hereby acknowledges, agrees and confirms that all
of the above recitals are true,
correct and complete and hereby covenants and agrees with each of the Secured
Creditors, and each of their respective successors, endorsees and assigns as
follows:
1. The undersigned guarantees, absolutely, irrevocably and unconditionally,
to each Secured Creditor, 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 any Designated
Swap Agreements, 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 Secured Creditors, with respect to any Loan or
any Letter of Credit or any other obligation arising under or related to the
Credit Agreement, any Designated Swap 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
and/or other obligations 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, any Designated Swap 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
Secured Creditors 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
harmless, and defend, each Secured Creditor at the undersigned's sole cost and
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 transactions contemplated by the Credit Agreement, this
Guaranty, the Security Agreement, any other Credit Document and/or any
Designated Swap Agreement;
(b) any amendment to, or restructuring of, the Credit Agreement, this
Guaranty, the Security Agreement, any other Credit Document and/or any
Designated Swap Agreement; and
(c) any and all lawful action that may be taken by the Administrative
Agent, the Collateral Agent or any other Secured Creditors in connection with
the enforcement of the provisions of this Guaranty or any action taken in
connection therewith under the Credit Agreement, the Security Agreement, any
other Credit Document and/or any Designated Swap 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
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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, or any
other Secured Creditor 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 Secured Creditor, 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 Secured Creditor, 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
Secured Creditor, or Affiliate, irrespective of whether or not such Secured
Creditor shall have made any demand under this Guaranty and although such
obligations may be unmatured. The rights of each Secured Creditor, and its
Affiliates, under this paragraph are in addition to other rights and remedies
(including other rights of setoff) which such Secured Creditor, and its
Affiliates, 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 Secured Creditor for application in payment or reduction of
the Debt may be applied by each Secured Creditor in such manner and in such
amounts and at such time or times and in such order, priority and proportions as
such Secured Creditor may see fit to the payment or reduction of such portion of
the Debt any such Secured Creditor 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 or any Designated Swap
Agreement, 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 or any other Secured Creditor for any obligation of any of the Borrowers,
or any security at any time held by or available to the Collateral Agent or any
other Secured Creditor 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 or any other Secured
Creditor, 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 or any
other Secured Creditor, under any of the Credit Documents or any Designated Swap
Agreement ("OTHER OBLIGATIONS"), including any guarantor of the Debt and/or any
of such Other
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Obligations, may be accelerated, settled, exchanged, surrendered or released,
and the Collateral Agent and/or any other Secured Creditor, 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 and/or any other Secured Creditor 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
or any such Secured Creditor 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 or any other Secured
Creditor 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 or any Designated
Swap Agreement shall otherwise require, all moneys available to the Collateral
Agent or any other Secured Creditor 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 and/or any such other Secured Creditor
may see fit. Nothing in this paragraph 6 is intended to vitiate any of the
rights or obligations of any Secured Creditor 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.
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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 or all of the Secured Creditors 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, Secured Creditors, or the Collateral 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,
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.
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12. No delay on the part of any Secured Creditors 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 any Secured
Creditors to take further action without notice or demand as provided in this
Guaranty. No course of dealing between any of the undersigned and any Secured
Creditor 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 and each other
Secured Creditor 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.
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 any Designated Swap Agreement, 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, or any other
Secured Creditor 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, the Pledge Agreement, or of any other pledge agreement or other
security agreement, a transfer of assets in settlement of claims under any of
the other Credit Documents, or any Designated Swap Agreement, or otherwise. This
Guaranty sets forth the entire agreement and understanding of the Secured
Creditors 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
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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 each of the Secured
Creditors 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 each of the Secured Creditors 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 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, or any other Secured Creditor
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.
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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 Secured Creditors'
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.
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 other Secured Creditor 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 or any of the other
Secured Creditors 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 or in any Designated Swap Agreement
shall in any event or under
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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 any or all of the Secured Creditors in connection with any of
the Loans, any of the Letters of Credit, or any Designated Swap Agreement.
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 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 AND EACH OTHER SECURED CREDITOR 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 the Administrative Agent, the Collateral Agent and any or all of the other
Secured Creditors in respect of the Debt shall have been indefeasibly paid in
full and all of the
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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 Administrative Agent, the Collateral Agent, and
the other Secured Creditors, applicable. 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 Administrative Agent, the Collateral Agent and the other Secured
Creditors.
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IN WITNESS WHEREOF, the undersigned have duly executed this Guaranty the
day and year first above set forth.
VOLT DELTA RESOURCES, INC., VOLT INFORMATION SCIENCES FUNDING, INC.,
a Nevada Corporation a Delaware corporation
By: By:
------------------------------ -------------------------------------
Name: Name:
Title: Title:
VOLT DIRECTORIES S.A., LTD., DATANATIONAL, INC.,
(a Delaware corporation formerly a Delaware Corporation
known as Volt-Autologic
Directories S.A., Ltd.)
By: By:
------------------------------ -------------------------------------
Name: Name:
Title: Title:
VOLT TELECOMMUNICATIONS DATANATIONAL OF GEORGIA, INC.
GROUP, INC. a Georgia corporation
a Delaware corporation
By: By:
------------------------------ -------------------------------------
Name: Name:
Title: Title:
APPROVED BY:
JPMORGAN CHASE BANK,
as Administrative Agent
By:
-------------------------------------
Name:
Title:
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