Waiver Letter to Credit Agreement among Volt Information Sciences, Inc., Gatton Volt Consulting Group Limited, Lenders, and JPMorgan Chase Bank (March 10, 2003)

Summary

This agreement is a waiver letter related to a Credit Agreement dated April 12, 2002, between Volt Information Sciences, Inc., Gatton Volt Consulting Group Limited, several guarantors, various lenders, and JPMorgan Chase Bank as Administrative Agent. The lenders agree to waive Volt's obligation to comply with a specific financial covenant for the fiscal quarter ending February 2, 2003, provided certain financial conditions are met. The waiver is effective if all parties sign by March 10, 2003, and does not affect any other terms of the original agreement.

EX-4.01 3 d54462_ex4-01.txt LETTER EXHIBIT 4.01 As of March 10, 2003 Volt Information Sciences, Inc. 560 Lexington Avenue 15th Floor New York, N.Y. 10022 Ladies and Gentlemen: Reference is made to a certain Credit Agreement dated as of April 12, 2002, (the "Agreement"), among you, Gatton Volt Consulting Group Limited, the various Guarantors named therein, the various Lenders named therein and JPMorgan Chase Bank as Administrative Agent. Unless otherwise provided herein, terms defined in the Agreement shall be used herein with the same meaning. The Domestic Borrower has requested that the Required Lenders waive, effective as of February 2, 2003, the Domestic Borrower's obligation to comply with Section 6.10(b) of the Agreement, solely for the fiscal quarter ending February 2, 2003. As an inducement to granting the requested waiver, the Domestic Borrower, by the signature of its officer below, does hereby represent and warrant that upon the effectiveness of the waiver requested herein there currently exists no Default or Event of Default. Subject to (i) the condition that earnings before interest and taxes (calculated on a consolidated basis for the Domestic Borrower and its Subsidiaries) for the three-month period ending February 2, 2003 shall, if a negative amount, not be a larger negative amount than $(6,400,000), and (ii) the other conditions set forth below, the Lenders signing below (on counterparts of this letter) hereby agree to waive the requirement that the Domestic Borrower comply with Section 6.10(b) of the Agreement for the fiscal quarter ending February 2, 2003. This waiver does not constitute a waiver of or amendment to any other provision of the Agreement or of any of the other Credit Documents, or a waiver of or amendment to any other right, power or privilege of the Administrative Agent or any of the Lenders thereunder, or of any present or future Default. Accordingly, except as specifically waived hereinabove, each and every term, covenant and condition of the Agreement and of all of the other Credit Documents are hereby confirmed to be in full force and effect. The foregoing waiver shall become effective as of February 2, 2003 provided that, on or before March 10, 2003, the Administrative Agent shall have received counterparts of this letter countersigned and delivered by each of the Borrowers and the Guarantors, and by the Required Lenders. By countersigning this letter, the Borrowers and the Guarantors hereby agree, among other things, that (i) the Lenders signing below will be paid a waiver fee as indicated in a separate letter from the Domestic Borrower to JPMorgan Chase Bank dated March 10, 2002, and (ii) there exists no offset, defense or counterclaim of any kind whatsoever to any of their obligations under the Agreement and the other Credit Documents. Additionally, this letter will confirm that beginning with the Borrowing Base Certificate to be delivered on or before March 14, 2003 pursuant to Section 5.01(e) of the Agreement, Borrowing Base Certificates shall be in the form annexed to this letter. This letter supersedes entirely any other or prior letter agreement providing for the same waiver for the same period. [Rest of page deliberately left blank] 2 If this letter accurately reflects the understanding of the Borrowers and the Guarantors with respect to the aforesaid waiver request and the other matters covered hereby, please acknowledge the Borrowers' and the Guarantors' acceptance hereof by returning to the Administrative Agent an executed copy of this waiver letter. Very truly yours, JPMORGAN CHASE BANK, as a Lender By: /s/ Cynthia Lash ------------------------------------ Name: Cynthia Lash Title: Vice President MELLON BANK, N.A., as a Lender By: /s/ Marla A DeYulis ------------------------------------ Name: Marla A. DeYulis Title: Lending Officer WELLS FARGO BANK, N.A., as a Lender By: /s/ Lori Ross ------------------------------------ Name: Lori Ross Title: Vice President LLOYD TSB BANK PLC, as a Lender By: /s/ Windsor R. Davies ------------------------------------ Name: Windsor R. Davies Title: Vice President, Corporate Banking, USA By: /s/ Richard M. Heath ------------------------------------ Name: Richard M. Heath Title: Vice President, Corporate Banking, USA: ACCEPTED AND ACKNOWLEDGED: VOLT INFORMATION SCIENCES, INC. (a New York corporation) By: /s/ James J. Groberg ----------------------------- Name: James J. Groberg Title: Senior Vice President GATTON VOLT CONSULTING GROUP LIMITED (a United Kingdom corporation) By: /s/ Howard B. Weinreich ----------------------------- Name: Howard B. Weinreich Title: Director VOLT DELTA RESOURCES, INC. (a Nevada corporation) By: /s/ Ludwig M. Guarino ----------------------------- Name: Ludwig M. Guarino Title: Treasurer DATANATIONAL, INC. (a Delaware corporation) By: /s/ Ludwig M. Guarino ----------------------------- Name: Ludwig M. Guarino Title: Treasurer [Countersignatures continue on next page] 3 VOLT TELECOMMUNICATIONS GROUP, INC., (a Delaware corporation) By: /s/ Ludwig M. Guarino ----------------------------- Name: Ludwig M. Guarino Title: Treasurer VOLT INFORMATION SCIENCES FUNDING, INC., (a Delaware corporation) By: /s/ Ludwig M. Guarino ----------------------------- Name: Ludwig M. Guarino Title: Treasurer VOLT DIRECTORIES S.A., LTD (a Delaware corporation f/k/a/ a Volt-Autologic Directories S.A., Ltd.) By: /s/ Ludwig M. Guarino ----------------------------- Name: Ludwig M. Guarino Title: Treasurer DATANATIONAL OF GEORGIA, INC. (a Georgia corporation) By: /s/ Ludwig M. Guarino ----------------------------- Name: Ludwig M. Guarino Title: Treasurer 4