AMENDMENT NO. 1 TO RECEIVABLES FINANCING AGREEMENT

Exhibit 10.1

This AMENDMENT NO. 1 TO RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of January 5, 2016, is by and among VOLT FUNDING CORP. (“Volt Funding”), as borrower (the “Borrower”), the Persons from time to time party hereto as Lenders and LC Participants, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as LC Bank, as an LC Participant, as a Lender and as Administrative Agent, and VOLT INFORMATION SCIENCES, INC. (“Volt”), as initial servicer (the “Servicer”).

BACKGROUND

WHEREAS, the parties hereto entered into the Receivables Financing Agreement as of July 30, 2015 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Financing Agreement”); and

WHEREAS, the parties hereto wish to amend the Receivables Financing Agreement pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Receivables Financing Agreement.

SECTION 2. Amendments to Receivables Financing Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Receivables Financing Agreement is hereby amended as follows:

(a) The definition of “Consolidated EBIT” set forth in Section 1.01 thereof is hereby deleted in its entirety.

(b) The definition of “Consolidated Interest Expense” set forth in Section 1.01 thereof is hereby deleted in its entirety.

(d) The definition of “Minimum Funding Threshold” set forth in Section 1.01 thereof is hereby amended by deleting the phrase “60.00%” and replacing it in its entirety with the phrase “40.00%”.

(e) The definition of “Scheduled Termination Date” set forth in Section 1.01 thereof is hereby amended by deleting the phrase “July 28, 2016” and replacing it in its entirety with the phrase “January 31, 2017”.

(f) Section 8.04 of the Receivables Financing Agreement is hereby deleted in its entirety and replaced with the following:

SECTION 8.04. Financial Covenants.

(a) [Reserved].

(b) Liquidity Level. The Parent and its Subsidiaries on a consolidated basis shall not permit at any time the Liquidity Level to be less than the amount set forth in Schedule IV.

(g) Exhibit F to the Receivables Financing Agreement is hereby deleted and replaced in its entirety with the form set forth in Exhibit A attached hereto.

(h) Exhibit G to the Receivables Financing Agreement is hereby deleted and replaced in its entirety with the form set forth in Exhibit B attached hereto.

(i) Item 5 of Exhibit H to the Receivables Financing Agreement is hereby deleted in its entirety and replaced with the following:

5. [Reserved].

(j) Schedule II of Exhibit H to the Receivables Financing Agreement is hereby deleted in its entirety.

(k) Schedule III to the Receivables Financing Agreement is hereby deleted and replaced in its entirety with the schedule set forth in Exhibit C attached hereto.

(l) Schedule IV to the Receivables Financing Agreement is hereby deleted and replaced in its entirety with the schedule set forth in Exhibit D attached hereto.

SECTION 3. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

(a) The Administrative Agent shall have received a fully executed counterpart of this Amendment and the First Amended and Restated Fee Letter, dated as of the date hereof, by and among PNC as the Administrative Agent, a Lender, the LC Bank, and an LC Participant and the Borrower (collectively, the “Amendment Documents”).

(b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent shall have reasonably requested on or prior to the date hereof.

(c) The Administrative Agent shall have received all fees and other amounts due and payable to it under the Receivables Financing Agreement and in connection with this Amendment on or prior to the date hereof, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of counsel) required to be paid or reimbursed on or prior to the date hereof. To the extent such fees and other amounts have not yet been invoiced, the Borrower agrees to remit payment to the applicable party promptly upon receipt of such invoice.

(d) No Event of Default or Unmatured Event of Default, as set forth in Section 10.01 of the Receivables Financing Agreement, shall have occurred and be continuing.

SECTION 4. Amendment. The Borrower, PNC as the LC Bank, an LC Participant, a Lender, and the Administrative Agent, and the Servicer, hereby agree that the provisions and effectiveness of this Amendment shall apply to the Receivables Financing Agreement as of the date hereof. Except as amended by this Amendment, the Receivables Financing Agreement remains unchanged and in full force and effect. This Amendment is a Transaction Document.

SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.

SECTION 6. Captions. The headings of the Sections of this Amendment are provided solely for convenience of reference and shall not modify, define, expand or limit any of the terms or provisions of this Amendment.

SECTION 7. Successors and permitted assigns. The terms of this Amendment shall be binding upon, and shall inure to the benefit of the Borrower, PNC as the LC Bank, an LC Participant, a Lender, and the Administrative Agent, and the Servicer, and their respective successors and permitted assigns.

SECTION 8. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9. Governing Law and Jurisdiction. The provisions of the Receivables Financing Agreement with respect to governing law, jurisdiction, and agent for service of process are incorporated in this Amendment by reference as if such provisions were set forth herein.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.

	VOLT FUNDING CORP., as the Borrower


	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Treasurer

	VOLT INFORMATION SCIENCES, INC., as the Servicer


	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Senior Vice President and Chief Financial Officer

Amendment 1 to RFA (PNC/Volt)

S-1

	PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent


	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Managing Director

	PNC BANK, NATIONAL ASSOCIATION, as LC Bank and as an LC Participant


	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Managing Director

	PNC BANK, NATIONAL ASSOCIATION, as a Lender


	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Managing Director

Exhibit D to Amendment 1 to RFA

SCHEDULE IV

Financial Covenant

Financial Covenant Definitions.

“Liquidity Level” means, at any particular time, an amount equal to the sum of the (a) aggregate available amount to the Borrower under and pursuant to the terms of this Agreement, (b) the value of all unmatured Marketable Securities held by the Parent and its consolidated Subsidiaries and (c) unrestricted cash and cash equivalents on hand at such time, as determined for the Parent and its consolidated Subsidiaries on a consolidated basis; provided, however, that beginning on May 1, 2016, at least 50% of the domestic unrestricted cash and cash equivalents used to satisfy the Liquidity Level amount set forth below must be on deposit in accounts maintained by one or more of the Parent and its Subsidiaries at PNC. For the avoidance of doubt: (x) at all times the respective depositors shall have free and unencumbered access to such domestic unrestricted cash and cash equivalents in such respective accounts maintained at PNC; and (y) without limiting the generality of the foregoing, in no event shall any such cash and cash equivalents in any such account be subject to any setoff, appropriation or application except in accordance with any applicable Transaction Document and only against amounts (if any) then owing by such respective depositor to PNC.

Financial Covenant Thresholds.

Liquidity Level Amount. For the purposes of Section 8.04(b) the amount referred to therein is as set forth in the chart below:

Time Period	Liquidity Level Amount
Closing Date to January 30, 2016	$20,000,000
January 31, 2016 to July 30, 2016	$35,000,000
July 31, 2016 and thereafter	$50,000,000

Ex. D-1

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AMENDMENT NO. 1 TO RECEIVABLES FINANCING AGREEMENT

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