Exhibit 4.1(e)
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT ("AGREEMENT") dated as of April 12, 2002 made by VOLT
INFORMATION SCIENCES, INC. (the "PLEDGOR"), in favor of XX XXXXXX XXXXX BANK, a
New York banking corporation, as collateral agent (in such capacity, together
with its successors in such capacity, the "COLLATERAL AGENT") for the benefit of
the Secured Creditors (as defined below). Capitalized terms used herein, and not
otherwise defined herein, are used with the meanings ascribed to them under the
Credit Agreement (defined below).
WITNESSETH:
WHEREAS, the Pledgor is the beneficial and record owner of 100% of the
issued and outstanding shares of common stock (the "PLEDGED INTERESTS") of Volt
Funding Corp., a Delaware corporation. (the "COMPANY");
WHEREAS, the Pledgor has entered into the 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") among the Pledgor, Gatton Volt Consulting Group Limited, the
"Guarantors" named therein, the Administrative Agent and the Lenders;
WHEREAS, the Pledgor 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, 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, pursuant to the Credit Agreement, the Pledgor is required to
grant, assign and pledge, and the Pledgor has agreed to grant, assign and
pledge, to the Collateral Agent, a continuing first priority security interest
in and to all its right, title and interest in the Pledged Collateral (as
hereinafter defined) to secure all of the obligations of the Pledgor to the
Secured Creditors under the Credit Agreement, the Notes, any Designated Swap
Agreements and all other Credit Documents.
NOW, THEREFORE, the Pledgor, intending to be bound hereby, in consideration
of the Premises hereof, in order to induce the Administrative Agent and the
Lenders to enter into the Credit Agreement and the Lenders to make Loans and
issue Letters of Credit in accordance with the Credit Agreement, and in
consideration of any Loans so made or Letters of Credit so issued, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Pledgor, hereby agrees with the Collateral Agent, for the
benefit of the Secured Creditors, as follows:
SECTION 1. Pledge. The Pledgor hereby pledges, grants and assigns to the
Collateral Agent, for the benefit of the Secured Creditors, and grants to the
Collateral Agent, for the benefit of the Secured Creditors, a continuing first
priority security interest in all of its right, title and interest in and to all
of the Pledged Interests, whether now owned or existing or hereafter acquired or
arising, including, without limitation, 100 shares of common stock in the
Company evidenced by certificate No. 3 (the "STOCK CERTIFICATE"), all income,
cash, dividends or other distributions received therefrom, and all proceeds
thereof, including, without limitation, proceeds received from any sale,
financing or refinancing above the existing amount of debt so refinanced, and
all products, substitutions, additions, changes and replacements thereof (all of
the same being herein referred to as the "PLEDGED COLLATERAL"). (Nothing
contained in this Section 1 shall be construed as a consent by the Collateral
Agent to any sale, financing or refinancing of any asset by any Person).
SECTION 2. Security for Obligations. The foregoing Grant of a security
interest in and to the Pledged Collateral secures the full and prompt payment
and performance when due of (a) all obligations and liabilities of the Pledgor
to any or all of the Secured Creditors now or hereafter existing under, arising
under or related to this Agreement, including, but not limited to, any amounts
advanced or incurred by the Collateral Agent in maintaining or preserving any
Pledged Collateral or otherwise in connection with this Agreement, and (b) all
obligations and liabilities, owing to any or all of the Secured Creditors from
or by the Pledgor, of any kind or nature whatsoever, present or future, however
created, incurred, acquired or owing, whether for principal, interest, fees,
indemnification, expenses (including, without limitation, any attorneys' fees
incurred in connection with administrating or enforcing any of the Credit
Documents or any Designated Swap Agreements), or otherwise (including, without
limitation, any interest and/or any of the other foregoing items accrued after
the commencement of any bankruptcy or similar proceeding by or against the
Pledgor), whether or not evidenced by any note, guaranty or other instrument;
provided that the same arises under or relates to the Credit Agreement, any of
the Notes, any Designated Swap Agreement, or any of the other Credit Documents
to which the Pledgor is a party or by which it is bound (all such obligations
and liabilities of the Pledgor described above in this paragraph 2 being herein
collectively referred to as the "OBLIGATIONS").
SECTION 3. Delivery of Pledged Collateral. (A) The Pledged Collateral is
evidenced by the Stock Certificate and such Stock Certificate is being held by
the Pledgor. Simultaneously herewith the Pledgor is delivering to the Collateral
Agent a duly executed stock power, in blank, with respect to the Stock
Certificate. The Pledgor hereby authorizes the Collateral Agent to execute and
file any UCC-1 financing statements or other documents that the Collateral Agent
deems appropriate to perfect and maintain its first priority security interest
in the Pledged Collateral. Upon the occurrence and continuation of an Event of
Default under the Credit Agreement, the Pledgor shall promptly deliver to the
Collateral Agent the Stock Certificate and any other then existing certificates
evidencing the Pledged Collateral and the Collateral Agent shall have the right,
at any time in its discretion and without notice to the Pledgor, to transfer to
or to register in the name of the Collateral Agent, or any of its nominees, any
or all of the
2
Pledged Collateral. In addition, the Collateral Agent shall have the right at
any time to exchange any certificate or instrument representing or evidencing
the Pledged Collateral for certificates or instruments of smaller or larger
denominations.
(B) The Pledgor shall cause the books and records of the Company to be
marked to reflect the pledge and security interests granted to the Collateral
Agent, for the benefit of the Secured Creditors under this Agreement.
SECTION 4. Representations and Warranties. The Pledgor hereby represents
and warrants to the Collateral Agent as follows:
(a) The Pledged Interests have been duly authorized and validly issued, are
fully paid and non-assessable and represent, as of the date hereof, 100% of the
total issued and outstanding shares of common stock of the Company and no
warrants, subscription rights or options are outstanding with respect to the
shares of the Company. No class of stock other than common stock exists with
respect to the Company.
(b) The Pledgor is the legal and beneficial owner of the Pledged
Collateral, free and clear of any Liens, adverse claims, security interests,
options or other charges or encumbrances, except for the security interests
created by this Agreement.
(c) The pledge of the Pledged Collateral pursuant to this Agreement creates
a continuing, valid and perfected first priority security interest in the
Pledged Collateral, securing the indefeasible payment and performance of the
Obligations.
(d) No authorization, consent, approval or other action by, and no notice
to or filing with, any governmental authority, regulatory body or other Persons
is required to be obtained or made by the Pledgor either (i) for the pledge by
the Pledgor of the Pledged Collateral pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by the Pledgor, or (ii) for
the exercise by the Collateral Agent of the voting or other rights provided for
in this Agreement or the remedies in respect of the Pledged Collateral pursuant
to this Agreement, subject to applicable state and federal securities laws.
(e) There are no restrictions on the transfer of the Pledged Collateral,
except such, if any, as are imposed by operation of law or the by-laws of the
Company, and there are no options, warrants or rights pertaining thereto, except
as are contained in such by-laws. The Pledgor has the right to transfer the
Pledged Collateral free of any encumbrances and without the consent of the
creditors of the Pledgor (other than the Collateral Agent) or, any other Person
whatsoever.
(f) Neither the execution or delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, nor the compliance with or
performance of the terms and conditions of this Agreement by the Pledgor is
prevented by, limited by, conflicts with or will result in the breach or
violation of or a default under the terms, conditions or provisions of (i) the
by-laws or any other organizational
3
document with respect to the Company or any other agreement among the
shareholders of the Company, (ii) any mortgage, security agreement, indenture,
evidence of indebtedness, loan or financing agreement, trust agreement, license
agreement or any other agreement or instrument to which the Pledgor is a party
or by which it is bound, or (iii) any provision of law, any order of any court
or administrative agency or any rule or regulation applicable to the Pledgor,
subject to applicable state and federal securities laws.
(g) This Agreement constitutes the legal, valid and binding obligation of
the Pledgor, enforceable in accordance with its terms, subject to the effect of
any applicable bankruptcy, insolvency, reorganization or moratorium or similar
laws affecting the rights of creditors generally.
(h) Any assignee of all or any portion of the Pledged Collateral is
entitled to receive payments with respect thereto without any defense,
counterclaim, setoff, abatement, reduction, recoupment or other claim arising
out of the actions of the Pledgor.
(i) There are no actions, suits or proceedings (whether or not purportedly
on behalf of the Pledgor) pending or, to the best knowledge of the Pledgor,
threatened against or affecting the Pledgor that involve the Pledged Collateral,
this Agreement, any of the Notes, any Designated Swap Agreement, or any of the
other Credit Documents.
(j) All consents or approvals, if any, required as a condition precedent to
or in connection with the due and valid execution, delivery and performance by
the Pledgor of this Agreement have been obtained, subject to applicable state
and federal securities laws.
SECTION 5. Further Assurances. The Pledgor hereby agrees that at any time
and from time to time, at its expense, the Pledgor will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary or desirable, or that the Collateral Agent may request, in
order to perfect and protect any security interest granted or purported to be
granted hereby or to enable the Collateral Agent to exercise and enforce its
rights and remedies hereunder, subject to applicable state and federal
securities laws, with respect to any Pledged Collateral.
SECTION 6. Voting Rights; Distributions, Etc. (a) So long as no Event of
Default (under the Credit Agreement) shall have occurred and be continuing and
the Collateral Agent shall not have given the notice prescribed under Section
6(b) below (unless the Event of Default is under Section 7.01(h), (i) or (j) of
the Credit Agreement (an "INSOLVENCY EVENT"), in which case no such notice shall
be required):
(i) The Pledgor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Pledged Collateral or any part
thereof for any purpose that would not result in a violation of the terms
of this Agreement, the Credit Agreement, any Designated Swap Agreements, or
any other Credit Document to which the Pledgor is a party; provided,
however, that the Pledgor shall give the Collateral Agent prior written
notice whenever the Pledgor shall
4
exercise or refrain from exercising any such voting or other consensual
right if such action would be likely to have a material adverse effect on
the value of the Pledged Collateral or any part thereof.
(ii) The Pledgor shall be entitled to receive and retain any and all
income, dividends and interest paid in respect of the Pledged Collateral;
provided, however, that any and all income, dividends and distributions
paid or payable other than in cash in respect of, and instruments and other
property received, receivable or otherwise distributed in respect of, or in
substitution or exchange for, any Pledged Collateral shall be forthwith
delivered to the Collateral Agent to hold as Pledged Collateral, and shall,
if received by the Pledgor, be received in trust for the benefit of the
Collateral Agent, be segregated from the other assets of the Pledgor, and
be forthwith delivered to the Collateral Agent as Pledged Collateral in the
same form as so received (with all necessary endorsements).
(iii) The Collateral Agent shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such proxies and other
instruments as the Pledgor may reasonably request for the purpose of
enabling the Pledgor to exercise the voting and other rights which it is
entitled to exercise pursuant to clause (i) above and to receive the
income, dividends or interest payments which it is authorized to receive
and retain pursuant to clause (ii) above.
(b) Upon (i) the occurrence of an Insolvency Event, or (ii) upon the
occurrence and during the continuance of an Event of Default under the
Credit Agreement (other than an Insolvency Event) where the Collateral
Agent has given notice of its intention to exercise its rights under this
Section 6(b):
(i) All rights of the Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant
to Section 6(a)(i) hereof and to receive the income, dividends and interest
payments which it would otherwise be authorized to receive and retain
pursuant to Section 6(a)(ii) hereof shall cease, and all such rights shall
thereupon become vested in the Collateral Agent who shall thereupon have
the sole right to exercise such voting and other consensual rights and to
receive and hold as Pledged Collateral such income, dividends and interest
payments.
(ii) All income, dividends and interest payments which are received by
the Pledgor contrary to the provisions of clause (i) of this Section 6(b)
shall be received in trust for the benefit of the Collateral Agent, shall
be segregated from other funds of the Pledgor and shall be forthwith paid
over to the Collateral Agent as Pledged Collateral in the same form as so
received (with all necessary endorsements).
SECTION 7. Transfers and Other Liens, Additional Interests. The Pledgor
hereby agrees that it will not (i) sell or otherwise transfer or dispose of, or
grant any interest in or option with respect to, any of the Pledged Collateral,
or (ii) create or permit to exist any
5
Lien upon or with respect to any of the Pledged Collateral, except for the
security interests under this Agreement.
SECTION 8. Litigation Respecting the Pledged Collateral. In the event any
action, suit or other proceeding at law, in equity, in arbitration or before any
other authority involving or affecting the Pledged Collateral becomes known to
or is contemplated by the Pledgor, the Pledgor shall give the Collateral Agent
prompt notice thereof and if the Pledgor is contemplating such action, suit or
other proceeding, the Pledgor shall be required to receive the written consent
of the Collateral Agent prior to commencing any such action, suit or other
proceeding.
SECTION 9. Collateral Agent Appointed Attorney-in-Fact. (a) The Pledgor
hereby appoints the Collateral Agent (and any officer or Collateral Agent of the
Collateral Agent with full power of substitution and revocation) the Pledgor's
true and lawful attorney-in-fact, coupled with an interest, with full authority
in the place and stead of the Pledgor and in the name of the Pledgor or
otherwise, from time to time in the Collateral Agent's discretion to (i) if an
Event of Default (under the Credit Agreement) occurs and is continuing, take any
action and to execute any instrument which the Collateral Agent may deem
necessary advisable to accomplish the purposes of this Agreement, including,
without limitation, (A) to receive, endorse and collect all instruments made
payable to the Pledgor representing any income, dividend or other distribution
in respect of the Pledged Collateral or any part or proceeds thereof and to give
full discharge for the same; and (B) to transfer the Pledged Collateral, in
whole or in part, to the name of the Collateral Agent or such other Person or
Persons as the Collateral Agent may designate; take possession of and endorse
any one or more checks, drafts, bills of exchange, money orders or any other
documents received on account of the Pledged Collateral; collect, xxx for and
give acquittances for moneys due on account of the foregoing; withdraw any
claims, suits, or proceedings pertaining to or arising out of the foregoing;
take any other action contemplated by this Agreement; and sign, execute,
acknowledge, swear to, verify, deliver, file, record and publish any one or more
of the foregoing, and (ii) at any time execute and record or file in the
Collateral Agent's own name, or on behalf of the Pledgor and without the
Pledgor's signature, any evidence or notice of a security interest contemplated
by this Agreement and any refilings, continuations or extensions thereof.
(b) The powers of attorney which shall be granted pursuant to Section 9(a)
hereof and all authority thereby conferred shall be granted and conferred solely
to protect the Collateral Agent's interests in the Pledged Collateral and shall
not impose any duty upon the attorney-in-fact to exercise such powers. Such
powers of attorney shall be irrevocable prior to the termination of the
Commitments and the indefeasible payment and performance in full of the
Obligations, and shall not be terminated prior thereto or affected by any act of
the Pledgor or by operation of law, including, but not limited to, dissolution,
death, disability or incompetency of any Person, the termination of any trust,
or the occurrence of any other event, and if the Pledgor should become bankrupt,
insolvent, or come under the direct regulation of similar laws which affect the
rights of creditors generally or any other event should occur before the
termination of the Commitments or the indefeasible payment and performance in
full of the Obligations,
6
such attorney-in-fact shall nevertheless be fully authorized to act under such
powers of attorney as if such event had not occurred and regardless of notice
thereof.
SECTION 10. Collateral Agent May Perform. If the Pledgor fails to perform,
after 10 days notice to the Pledgor, any agreement contained herein, the
Collateral Agent may (if the Collateral Agent so elects ) itself perform, or
cause performance of, such agreement, and the reasonable out-of-pocket expenses
of the Collateral Agent incurred in connection therewith shall be payable by the
Pledgor under Section 13 hereof.
SECTION 11. Reasonable Care. The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is accorded treatment
substantially equal to that which the Collateral Agent accords its own property,
it being understood that the Collateral Agent shall not have any responsibility
for (i) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Pledged
Collateral, whether or not the Collateral Agent has or is deemed to have
knowledge of such matters, or (ii) taking any necessary steps to preserve rights
against any parties with respect to any Pledged Collateral.
SECTION 12. Remedies Upon Event of Default.
(a) If any Event of Default (under the Credit Agreement) shall have
occurred and be continuing:
(i) The Collateral Agent may notify the obligors or other parties, if
any, interested in any items of Pledged Collateral of the interests of the
Collateral Agent therein and of any action proposed to be taken with
respect thereto, and inform any of those parties that all payments
otherwise payable to the Pledgor with respect thereto shall be made to the
Collateral Agent until all Obligations have been indefeasibly paid in full;
(ii) The Collateral Agent may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party
in default under the New York Uniform Commercial Code (the "UCC") in effect
at that time, and the Collateral Agent may also, without notice except as
specified below, sell the Pledged Collateral or any part thereof in one or
more parcels at public or private sale, at any exchange, broker's board or
at any of the Collateral Agent's offices or elsewhere, for cash, on credit
or for future delivery, and upon such other terms as the Collateral Agent
may deem commercially reasonable. The Pledgor hereby agrees that, to the
extent notice of sale shall be required by law, at least ten days' notice
to the Pledgor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any sale
of Pledged Collateral regardless of notice of sale having been given. The
Collateral Agent may adjourn any public or private sale from time to time
by announcement at the time and place
7
fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned;
(iii) Any cash held by the Collateral Agent as Pledged Collateral and
all cash proceeds received by the Collateral Agent in respect of any sale
of, collection from, or other realization upon all or any part of the
Pledged Collateral may, in the discretion of the Collateral Agent, be held
by the Collateral Agent as collateral for, and/or then or at any time
thereafter applied (after payment of any amounts payable to the Collateral
Agent pursuant to Section 13 hereof) in whole or in part by the Collateral
Agent against, all or any part of the Obligations in such order as the
Collateral Agent shall elect. Any surplus of such cash or cash proceeds
held by the Collateral Agent and remaining after the indefeasible payment
in full of all the Obligations shall be paid over to the Pledgor or to
whomsoever may be lawfully entitled to receive such surplus; and
(iv) The Collateral Agent may otherwise use or deal from time to time
with the Pledged Collateral, in whole or in part, in all respects as if the
Collateral Agent were the outright owner thereof.
(b) Except as set forth in Section 12(a)(iii) hereof, the Collateral Agent
shall have the sole right to determine the order in which Obligations shall be
deemed discharged by the application of the Pledged Collateral or any other
property or money held hereunder or any amount realized thereon. Any requirement
of reasonable notice imposed by law shall be deemed met if such notice is given
in the manner provided under the Credit Agreement at least ten days prior to the
sale, disposition or other event giving rise to such notice requirement.
(c) The Collateral Agent shall collect the cash proceeds received from any
sale or other disposition or from any other source contemplated by and in
accordance with subsection (a) above and shall apply the full proceeds in
accordance with the provisions of this Agreement.
(d) Notwithstanding the foregoing, none of the provisions of this Section
12 shall confer on the Collateral Agent any rights or privileges that are not
permissible under applicable law.
SECTION 13. Expenses. The Pledgor will, upon demand, pay to the Collateral
Agent the amount of all out-of-pocket expenses, including the reasonable fees
and expenses of its counsel and of any experts and agents, which the Collateral
Agent may incur in connection with (i) the perfection, custody or preservation
of, or the sale of, collection from, or other realization upon, any of the
Pledged Collateral, (ii) the exercise or enforcement of any of the rights of the
Collateral Agent hereunder, (iii) the failure by the Pledgor to perform or
observe any of the provisions hereof, or (iv) any actual or attempted sale,
assignment of rights or interests, or exchange of, or any enforcement,
collection, compromise or settlement respecting the Pledged Collateral or any
other property or money held hereunder, or (v) any other action taken by the
Collateral Agent
8
hereunder whether directly or as attorney-in-fact pursuant to the power of
attorney herein conferred, and all such expenses shall be deemed a part of the
Obligations for all purposes of this Agreement and the Collateral Agent may
apply the Pledged Collateral or any other property or money held hereunder to
payment of or reimbursement of itself for such expenses. The Pledgor shall pay
all such expenses upon demand therefore by the Collateral Agent, together with
interest thereon from and including the first day after such demand at the
default rate for any Loans set forth in Section 2.13(c) of the Credit Agreement.
SECTION 14. Waivers and Amendments, Etc. The rights and remedies given
hereby are in addition to all others however arising, but it is not intended
that any right or remedy be exercised in any jurisdiction in which such exercise
would be prohibited by law. No action, failure to act or knowledge of the
Collateral Agent shall be deemed to constitute a waiver of any power, right or
remedy hereunder, nor shall any single or partial exercise thereof preclude any
further exercise thereof or the exercise of any other power, right or remedy.
Any waiver or consent respecting any covenant, representation, warranty or other
term or provision of this Agreement shall be effective only in the specified
instance and for the specific purpose for which given and shall not be deemed,
regardless of frequency given, to be a further or continuing waiver or consent.
The failure or delay of the Collateral Agent at any time or times to require
performance of, or to exercise its rights with respect to, any representation,
warranty, covenant or other term or provision of this Agreement in no manner
shall affect its rights at a later time to enforce any such provision. No notice
to or demand on a party in any case shall entitle such party to any other or
further notice or demand in the same, similar or other circumstances. Any right
or power of the Collateral Agent hereunder respecting the Pledged Collateral and
any other property or money held hereunder may at the option of the Collateral
Agent be exercised as to all or any part of the same and the term the "Pledged
Collateral" wherever used herein, unless the context clearly requires otherwise,
shall be deemed to mean (and shall be read as) the "Pledged Collateral and any
other property or money held hereunder or any part thereof". This Agreement
shall not be amended nor shall any right hereunder be deemed waived except by a
written agreement expressly setting forth the amendment or waiver and signed by
the party against whom or which such amendment or waiver is sought to be
charged.
SECTION 15. Notices. Each notice to, and each demand upon, the Pledgor by
the Collateral Agent relating to this Agreement and each notice to, and each
demand upon, the Collateral Agent by the Pledgor relating to this Agreement
shall specifically refer to this Agreement, and shall be given and deemed given
as provided in the Credit Agreement.
SECTION 16. Continuing Security Interest. This Agreement shall create a
continuing first priority security interest in the Pledged Collateral and shall
(i) remain in full force and effect until the termination of the Commitments and
the indefeasible payment in full and performance of all of the Obligations, (ii)
be binding upon the Pledgor, its successors and assigns and (iii) inure to the
benefit of the Collateral Agent and its successors, transferees and assigns.
Upon the termination of the Commitments
9
and the indefeasible payment in full and performance of all of the Obligations,
the Pledgor shall be entitled to the return, upon its request and at its
expense, of such of the Pledged Collateral as shall not have been sold or
otherwise applied pursuant to the terms of this Agreement.
SECTION 17. Severability. In the event that any provision of this Agreement
shall be determined to be superseded, invalid or otherwise unenforceable
pursuant to applicable law, such determination shall not affect the validity of
the remaining provisions of this Agreement, and the remaining provisions of this
Agreement shall be enforced as if the invalid provision had been deleted.
SECTION 18. Survival of Representations, etc. All representations,
warranties, covenants and other agreements made herein shall survive the
execution and delivery of this Agreement and shall continue in full and
performance of force and effect until termination of the Commitments and
indefeasible payments in full of all of the Obligations. This Agreement shall
remain and continue in full force and effect without regard to any modification,
execution, renewal, amendment or waiver of any provision of the Credit
Agreement, the Notes, any Designated Swap Agreements, and the other Credit
Documents.
SECTION 19. Termination and Miscellaneous Provisions. This Agreement shall
continue in full force and effect until termination of the Commitments and the
indefeasible payment in full and performance of all of the Obligations. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. This Agreement may be
executed in any number of counterparts with the same effect as if the signatures
thereto and hereto were upon the same instrument.
SECTION 20. Entire Agreement. This Agreement, the Credit Agreement and the
other Credit Documents contain the entire agreement of the parties and supersede
all other agreements, understandings and representations, oral or otherwise,
between the parties with respect to the matters contained herein.
SECTION 21. Governing Law, Terms. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to its conflict of laws provisions, other than ss. 5-1401 of the
New York General Obligations Law. Unless otherwise defined herein or in the
Credit Agreement, terms defined in Article 9 of the UCC are used herein as
therein defined.
SECTION 22. Headings; Construction. The Section headings in this Agreement
are for convenience only and shall not be used in construing or interpreting any
provision of this Agreement. Unless otherwise specified, terms such as
"hereunder", "herein" or "hereof" shall be construed as referring to this
Agreement as a whole and not merely to the clause, sentence, paragraph or
section in which they appear. As set forth in the heading to this Agreement, the
term "Collateral Agent" encompasses such term as used in the Credit Agreement.
10
IN WITNESS WHEREOF, the Pledgor, and the Collateral Agent, on behalf of the
Secured Creditors, have each caused this Pledge Agreement to be duly executed
and delivered as of the date first above written.
VOLT INFORMATION SCIENCES, INC.
a New York corporation
By:
-----------------------------------
Name:
Title:
JPMORGAN CHASE BANK,
as Collateral Agent
By:
-----------------------------------
Name:
Title:
11
The undersigned hereby acknowledges receiving notice of, and consents to,
the foregoing Pledge Agreement and agrees to recognize all of the rights granted
to the Collateral Agent therein and, to the full extent of its ability, to take
all actions necessary to effectuate said rights and the purposes of the Pledge
Agreement, as requested by the Collateral Agent pursuant to the terms thereof.
The undersigned further acknowledges that it has noted on its books and records
the security interest created by the foregoing Pledge Agreement in favor of the
Collateral Agent, for the benefit of the Secured Creditors.
Date: April 12, 2002
VOLT FUNDING CORP.,
a Delaware corporation
By:
-----------------------------------
Name:
Title:
12
