8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 31, 2007

	VOLT INFORMATION SCIENCES, INC.
	(Exact Name of Registrant as Specified in Its Charter)
New York	1-9232	13-5658129
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
560 Lexington Avenue, New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)
	(212) 704-2400
	(Registrant's Telephone Number, Including Area Code)
	Not Applicable
	(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

A.     Amendment No. 1 to Credit Agreement of Volt Delta Resources LLC

        On August 1, 2007, Volt Delta Resources, LLC (“VoltDelta”), a wholly owned subsidiary of Volt Information Sciences, Inc. (the “Company”), entered into Amendment No. 1 (“Amendment No. 1”) to its Credit Agreement, dated as of December 19, 2006, by and among VoltDelta, the Lenders listed therein, Wells Fargo Bank, National Association, as Lead Arranger, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (the “Delta Credit Agreement”). Under the Delta Credit Agreement, the secured credit facility (“Delta Credit Facility”) was $70 million. Amendment No. 1 increased the facility to $100 million. VoltDelta plans to use part of the increase in liquidity to finance the previously announced merger (the “Merger”) of its wholly owned subsidiary, LSSI Resources Corp., with LSSi Corp.(“LSSi”). Amendment No. 1 also amended the Delta Credit Agreement by, among others, (i) adding HSBC Bank USA, N.A. as new Lender, (ii) modifying certain definitions, (iii) modifying one of the covenants and (iv) providing for the consent of the Administrative Agent and Lenders to the Merger, subject to certain conditions.

        The foregoing description of Amendment No. 1 is a summary only and is qualified in its entirety by reference to the full text of Amendment No. 1 and accompanying Revolving Notes. A copy of Amendment No. 1 and a copy of the form of the Revolving Notes are filed herewith as Exhibits 4.1(l) and 4.1(m), respectively.

B.     Consent to the Second Amended and Restated Credit Agreement of the Company

        On July 31, 2007, the Company, Gatton Volt Consulting Group Limited, the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as a Lender, Issuing Bank and Administrative Agent, entered into a Consent (the “Consent”) to its Second Amended and Restated Credit Agreement, dated as of April 11, 2005, among such parties (as amended, the “Company Credit Agreement”). Pursuant to the Consent, the Lenders consented to the Merger and the consummation of the transactions contemplated by the Amendment No. 1 and waived the application of certain provisions of the Company Credit Agreement to the extent inconsistent with such consent.

        The foregoing description of the Consent is a summary only and is qualified in its entirety by reference to the full text of the Consent, a copy of which is filed herewith as Exhibit 4.1(n).

C. Expected Closing of the Merger

        The Company stated in its Current Report on Form 8-K filed on June 21, 2007 that the Merger was expected to close in the Company’s third fiscal quarter of 2007. The Company’s third fiscal quarter ended July 29, 2007 but the proposed Merger is still under regulatory review. See Item 8.01 below. The Merger is currently expected to close in the Company’s fourth fiscal quarter of 2007.

Item 2.01. Completion of Acquisition or Disposition of Assets.

        The aforesaid Delta Credit Facility is secured by a general pledge of substantially all of the assets of VoltDelta and its domestic subsidiaries. Upon completion of the Merger, substantially all of the assets of LSSi will also be pledged to the Lenders. Information concerning Amendment No. 1 set forth in Item 1.01 is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

A. Creation of a Direct Financial Obligation

        Information concerning Amendment No. 1 and the Consent set forth in Item 1.01 is incorporated herein by reference.

Item 8.01. Other Events.

        As previously disclosed, on June 18, 2007 VoltDelta and LSSI Resources Corp., each an indirect wholly owned subsidiary of the Company, entered into an Agreement and Plan of Merger with LSSi and certain of LSSi’s shareholders.

        On July 30, 2007, the Company received a request for additional information and documentary materials (commonly known as a “second request”) from the United States Department of Justice (“DOJ”) in connection with the Merger (and understands that LSSi received a similar request). However, on August 1, 2007, the Company received an additional letter from the DOJ (and understands that LSSi received a similar letter) requesting that, as an interim matter, they furnish the DOJ with specified information and documentation, more limited in scope than that required under the second requests. In furnishing these August 1st letters, the DOJ indicated it did not anticipate that the Company and LSSi, in responding to these letters, would perform the kind of search for documents and information that would be required in complying with the second requests themselves. The DOJ also expressed the hope that the requested more limited information and an ability to discuss the matter with the parties would facilitate the ability of the DOJ to narrow the focus of its review or to complete that review entirely.

        The Company and LSSi are cooperating with the DOJ and are working toward responding to the August 1st letters.

Item 9.01. Financial Statements and Exhibits.  

(d)    Exhibits

4.1(l) Amendment No. 1, dated as of August 1, 2007, to the Credit Agreement, dated as of December 19, 2006, by and among Volt Delta Resources ALC, the Lenders listed therein, Wells Fargo Bank, National Association, as Lead Arranger, and Wells Fargo Bank, National Association, as Ldministrative Agent for the Lenders

4.1(m) Form of Revolving Notes

4.1(n) Consent, dated as of July 31, 2007, to the Second Amended and Restated Credit Agreement dated as of April 11, 2005, among Volt Information Sciences, Inc., Gatton Volt Consulting Group Limited, the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. as a Lender, Issuing Bank and Administrative Agent

S I G N A T U R E S

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 3, 2007

VOLT INFORMATION SCIENCES, INC.


By:  /s/ Howard B. Weinreich
        Howard B. Weinreich
        Senior Vice President & General Counsel

EXHIBIT INDEX

4.1(l) Amendment No. 1, dated as of August 1, 2007, to the Credit Agreement, dated as of December 19, 2006, by and among Volt Delta Resources ALC, the Lenders listed therein, Wells Fargo Bank, National Association, as Lead Arranger, and Wells Fargo Bank, National Association, as Ldministrative Agent for the Lenders

4.1(m) Form of Revolving Notes

4.1(n) Consent, dated as of July 31, 2007, to the Second Amended and Restated Credit Agreement dated as of April 11, 2005, among Volt Information Sciences, Inc., Gatton Volt Consulting Group Limited, the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. as a Lender, Issuing Bank and Administrative Agent

EX-4

Exhibit 4.1(l)

AMENDMENT NO. 1 TO CREDIT AGREEMENT

        This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of August 1, 2007, is executed by and between Volt Delta Resources, LLC (the “Company”), the Lenders (as defined below), and Wells Fargo Bank, National Association, as administrative agent (the “Agent”).

BACKGROUND

        A.        The Company, the lenders party thereto (“Lenders”), the Agent and the other named agents are party to that certain Credit Agreement dated as of December 19, 2006 (the “Credit Agreement”).

        B.        The parties wish to amend the Credit Agreement as provided herein as of the date hereof.

        C.        The Agent and the Lenders are willing to enter into this Amendment upon the terms and conditions set forth below.

        NOW THEREFORE, in consideration of the matters set forth in the recitals and the covenants and provisions herein set forth, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

        Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

        Section 2. Increase in Commitments; Addition of New Lender. On August 6, 2007, the following shall become effective without further action by any party hereto:

        2.1.        Each of the Lenders identified on Schedule 2.1 hereto as an “Increasing Lender” (the “Increasing Lenders”) hereby agrees that effective as such date, its Commitment shall be increased to the amount described on such schedule as its Commitment. Each Increasing Lender confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.3 thereof, the most recent financial statements referred to in Section 6.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment.

        2.2.        In addition, by its execution hereof, HSBC Bank USA, N.A. (the “New Lender”) agrees that, effective as of such date, it shall become a Lender hereunder with a Commitment equal to the amount listed next to its name on Schedule 2.1 hereto. The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after such date, it shall be bound by the provisions of the Credit Agreement and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such

other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to assume its Commitment on the basis of which it has made such analysis and decision, and (v) if applicable, it has duly completed, executed and delivered any documentation required to be delivered by a Non-US Lender pursuant to the terms of the Credit Agreement; and (b) agrees that from and after such date (i) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

    2.3.        The Schedules to the Credit Agreement shall be amended as follows:

    (a)            Schedule 2.1 shall be amended and restated in its entirety in the form of Schedule 2.1 attached hereto.

    (b)            Schedule 10.8 shall be amended by adding the following thereto:

HSBC Bank USA, National Association as a Lender
Address for Notices:

452 Fifth Avenue
New York, New York, 10018
Attention: Bruce Wicks, First Vice President
Telephone: (212) 525-2534
Telecopy: (212) 525-2555

Payment Instructions:
Bank: HSBC Bank USA, National Association
ABA Number: 021001088
Account Number: 001-940503
Account Name: Syndication and Asset Group
Reference: Volt Delta Resources

    2.4.            On August 6, 2007, to the extent necessary, the outstanding Loans shall be reallocated to reflect the Commitments and all payments required to be made by the Lenders and the Company pursuant to Section 2.10E of the Credit Agreement shall be made.

        Section 3. Amendments to the Credit Agreement.

        3.1.        Section 1 of the Credit Agreement is hereby amended by (a) deleting the definition of “Total Debt to EBITDA Ratio” in Section 1.1 and replacing it with the following:

        “Total Debt to EBITDA Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (i) Consolidated Total Debt as of such day to (ii) Consolidated EBITDA for the period of four Fiscal Quarters ending on such day. For the purposes of this definition, “Consolidated EBITDA” shall mean, for any period, the sum of Consolidated EBITDA for such period plus, to the extent an Acquisition has been consummated during such period in accordance with Section 7.3, Pro Forma EBITDA attributable to such acquisition (but only that portion of Pro Forma EBITDA attributable to the portion of such period that occurred prior to the date of consummation of such acquisition).

and (b) adding the definition of “Pro Forma EBITDA” to Section 1.1 as follows:

        “Pro Forma EBITDA” means, with respect to any Person acquired in an acquisition pursuant to Section 7.3, Consolidated EBITDA for such Person for the most recent twelve (12) month period for which financial statements are made available to Administrative Agent at the time of determination thereof.

        3.2.        Section 2 of the Credit Agreement is hereby amended as follows:

        (a)        Subsection 2.1A(i) is hereby amended by deleting the reference to “$70,000,000” therein and replacing it with a reference to $100,000,000.

        (b)        Subsection 2.10A is hereby amended by deleting the reference to “$100,000,000” therein and replacing it with a reference to $130,000,000.

        3.3.        Section 7 of the Credit Agreement is hereby amended as follows:

        (a)        Subsection 7.6B is hereby amended and restated in its entirety as follows:

    B.        Minimum Fixed Charge Coverage Ratio. Company shall not permit the ratio as of the last day of any Fiscal Quarter of (i) the aggregate of (a) Consolidated EBITDA, plus (b) the aggregate amount of all rents paid or payable during that period under all real estate leases to which Company or any of its Subsidiaries is a party as

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lessee, less (c) income taxes paid in cash in such period (as determined in accordance with GAAP) and less (d) all dividends paid in cash in such period (excluding, to the extent applicable, the $17,036,000 dividend paid in December 2005 in connection with the buyout of the Nortel minority interest), to (ii) Consolidated Fixed Charges, in each case for the period of four Fiscal Quarters ending on the date of determination, to be less than 2.50 to 1.00. For the purposes of this definition, “Consolidated EBITDA” shall mean, for any period, the sum of Consolidated EBITDA for such period plus, to the extent an acquisition has been consummated during such period in accordance with Section 7.3, Pro Forma EBITDA attributable to such acquisition (but only that portion of Pro Forma EBITDA attributable to the portion of such period that occurred prior to the date of consummation of such acquisition).

        Section 4. Consent. Notwithstanding Section 7.3(vi) of the Credit Agreement to the contrary, the Agent and the undersigned Lenders hereby consent to the acquisition by the Company of all of the issued and outstanding Capital Stock of LSSI Corp. (“Target”) pursuant to that certain Agreement and Plan of Merger dated as of June 18, 2007 among Borrower, LSSI Resources Corp., LSSi Corp. and the Principal Stockholders named therein (the “Merger Agreement”); provided, that (1) no Event of Default or Potential Event of Default shall then exist or would exist after giving effect thereto and Company shall have delivered to the Agent a certificate of one of its Officers to such effect, (2) within 30 days after the closing of such acquisition, Company shall, and shall cause its Subsidiaries (including Target and its Subsidiaries, as applicable) to, comply with the requirements of Section 6.8 of the Credit

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Agreement with respect to such acquisition, (3) Company shall deliver a Compliance Certificate demonstrating that Company and its Subsidiaries are in pro forma compliance with each of the financial covenants set forth in Section 7.6 of the Credit Agreement after giving effect to such acquisition, (4) Target shall have Consolidated EBITDA for the four fiscal quarter period prior to the acquisition date in an amount greater than $0, (5) such acquisition shall not be a “hostile” acquisition and shall have been approved by the Governing Body and/or shareholders of the Company or such Subsidiary, as applicable, and Target, and (6) the aggregate consideration (including without limitation equity consideration, earn-outs, deferred compensation or non-competition arrangements and the amount of Indebtedness assumed by Company and its Subsidiaries) paid by Company and its Subsidiaries in connection with any such acquisition shall not exceed $70,000,000 in the aggregate (plus the amount of the working capital adjustment required under the Merger Agreement, if any), and the consideration paid in connection therewith shall apply against the limitations set forth in clause (6) of Section 7.3(vi) of the Credit Agreement.

        Section 5. Representations and Warranties. To induce the Agent and the undersigned Lenders to execute this Amendment, the Company hereby represents and warrants to the Agent and such Lenders as follows:

        5.1.        the execution, delivery and performance of this Amendment have been duly authorized by all requisite action of the Company, and this Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity; and

        5.2.        each of the representations and warranties in the Credit Agreement are true and correct in all material respects with the same effect as though made on and as of the date hereof (except, in each case, to the extent stated to relate to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date) and no Event of Default or Potential Event of Default exists thereunder or would exist after giving effect to this Amendment.

        Section 6. Conditions Precedent. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent, including, as applicable, the Agent’s receipt of the following in form and substance reasonably satisfactory to the Agent and the Lenders duly executed by all parties thereto (unless otherwise provided):

        6.1.        Amendment. This Amendment executed by the Company, each Lender and the Agent.

        6.2.        Notes. New Notes executed by the Company reflecting the revised allocations set forth on Schedule 2.1 attached hereto.

        6.3.        Authorization Documents. For the Company: (i) its charter (or similar formation document), certified by the appropriate governmental authority; (ii) good standing certificates in its state of incorporation (or formation) and qualifications to do business in each other state requested by the Agent; (iii) its bylaws (or similar governing document); (iv) resolutions of its board of directors (or similar governing body) approving and authorizing its execution, delivery

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and performance of this Amendment and the replacement Notes; and (v) signature and incumbency certificates of its officers executing this Amendment and the replacement Notes, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

        6.4.        Opinions. Opinions of counsel to the Company, addressed to the Agent and the Lenders, in form and substance reasonably satisfactory to the Agent.

        6.5.        Officer’s Certificate. An executed officer’s certificate to the extent set forth in Section 2.10E of the Credit Agreement.

        6.6.        Other Documents. Such other approvals, opinions, documents or materials as the Agent or any Lender may reasonably request.

        Section 7. Reference to and Effect Upon the Credit Agreement.

        7.1.        Except as specifically provided herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

        7.2.        Except as specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Credit Agreement or any other Loan Document, nor constitute an amendment or waiver of any provision of the Credit Agreement or any other Loan Document. Upon the effectiveness of this Amendment, each reference to the Credit Agreement contained therein or in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

        Section 8. Binding Effect. This Amendment shall become effective upon execution by the Company, Agent and each Lender.

        Section 9. Governing Law. This Amendment shall be delivered and accepted in and shall be deemed to be a contract made under and governed by the internal laws of the State of New York (but giving effect to federal laws applicable to national banks), and for all purposes shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such State.

        Section 10. Enforceability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction.

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        Section 11. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

        Section 12. Costs and Expenses. The Company hereby affirms its obligation under Section 10.2 of the Credit Agreement to reimburse the Agent for all costs and out-of-pocket expenses paid or incurred thereby in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys’ fees and expenses for the Agent with respect thereto.

[signature pages follow]

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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written.

VOLT DELTA RESOURCES, LLC

By: ____________________________________________
Title: Debra L. Hobbs, Executive VP & CFO


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender

By:____________________________________________

Title:___________________________________________

BANK OF AMERICA, N.A.,
as a Lender


By:____________________________________________

Title:___________________________________________

JPMORGAN CHASE BANK, N.A.,
as a Lender


By:____________________________________________

Title:___________________________________________

LLOYDS TSB BANK PLC,
as a Lender


By:____________________________________________

Title:___________________________________________


HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender


By:____________________________________________

Title:___________________________________________

Schedule 2.1

Lenders’ Commitments and Pro Rata Shares

Lender	Revolving Commitment Amount	Pro Rata Share
Wells Fargo Bank, National Association	$30,000,000	30.0%
Bank of America, N.A.	$25,000,000	25.0%
JPMorgan Chase Bank, N.A.	$20,000,000	20.0%
HSBC Bank USA, National Association	$12,500,000	12.5%
Lloyds TSB Bank plc	$12,500,000	12.5%
TOTALS	$100,000,000	100%

EX-4

Exhibit 4.1(m)

FORM OF

REVOLVING NOTE

VOLT DELTA RESOURCES, LLC

$___________  _________, 2007

        FOR VALUE RECEIVED, VOLT DELTA RESOURCES, LLC (“Company”), promises to pay to ________________________________ (“Payee”) or its registered assigns, the lesser of (x) _____________________ ($_____________) and (y) the unpaid principal amount of all advances made by Payee to Company as Revolving Loans under the Credit Agreement referred to below. The principal amount of this Note shall be payable on the dates and in the amounts specified in the Credit Agreement.

        Company also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement dated as of December 19, 2006 by and among Company, the financial institutions listed therein as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent (said Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined).

        This Note is one of Company’s “Revolving Notes” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Revolving Loans evidenced hereby were made and are to be repaid.

        All payments of principal and interest in respect of this Note shall be made in the same currency in which such Revolving Loan was made in Same Day Funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been consented to by Company (to the extent required under the terms of the Credit Agreement) and accepted by Administrative Agent and recorded in the Register as provided in the Credit Agreement, Company and Administrative Agent shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

        Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note.

        This Note is subject to mandatory prepayment as provided in the Credit Agreement and to prepayment at the option of Company as provided in the Credit Agreement.

        THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

        Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

        The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

        This Note is subject to restrictions on transfer or assignment as provided in the Credit Agreement.

        No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency prescribed herein and in the Credit Agreement.

        Company promises to pay all reasonable costs and expenses, including reasonable and documented attorneys’ fees, all as and to the extent provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

        [Remainder of page intentionally left blank.]

        IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

VOLT DELTA RESOURCES, LLC

By:________________________________
Title: Debra L. Hobbs, Executive VP & CFO

TRANSACTIONS
ON
REVOLVING NOTE

Date Type of
Loan Made
This Date Amount of
Loan Made
This Date Amount of
Principal Paid
This Date Outstanding
Principal
Balance
This Date
Notation
Made By

EX-4

Exhibit 4.1(n)

CONSENT

CONSENT, dated as of July 31, 2007 (this “Consent”), to the Second Amended and Restated Credit Agreement dated as of April 11, 2005, as amended by a Consent and First Amendment dated as of November 15, 2005 and by a Consent and Second Amendment dated as of December 27, 2005 (as the same may now exist or may hereafter be amended, modified, restated or replaced, the “Credit Agreement”) among Volt Information Sciences, Inc., Gatton Volt Consulting Group Limited, the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Unless the context requires otherwise, capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

R E C I T A L S

WHEREAS, Delta and LSSi Resources Corp., a newly organized subsidiary of Delta (“Acquisition Corp”) have entered into an Agreement and Plan of Merger, dated as of June 18, 2007 (the “Merger Agreement”), with Warburg Pincus Private Equity VIII, L.P., Granite Ventures, LLC, H&Q LSSI Investors, L.P., Georgica Advisors, LLC (collectively the “Sellers”) and LSSi Corp. (“LSSi”), pursuant to which Delta has agreed, subject to the terms and conditions contained therein, to acquire all of the stock of LSSi from the Sellers pursuant to a merger of Acquisition Corp with and into LSSi whereby LSSi will be the surviving corporation;

WHEREAS, the Domestic Borrower has requested that the Required Lenders consent to the transactions contemplated by the Merger Agreement to the extent described on Schedule A hereto (the “LSSi Transaction”); and

        WHEREAS, the Required Lenders are willing to grant such consent on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual agreements contained in the Credit Agreement and herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby mutually agree as follows:

    I.        CONSENT

    1.1.        The Required Lenders hereby consent to the LSSi Transaction (including Delta’s execution and delivery of the Merger Agreement and its performance of its obligations thereunder and the capital contribution by Domestic Borrower to Delta) as referenced herein and more fully described on Schedule A hereto, and hereby waive the application of the corresponding provisions of the Credit Agreement with respect thereto to the extent inconsistent therewith. Without limiting the generality of the foregoing, the consent herein granted is intended to permit such transactions in addition to any acquisitions and investments otherwise permitted under Section 6.04(f) of the Credit Agreement. The Required Lenders are granting this consent subject to, and in strict reliance on, the representations and warranties set forth in Section 2.2(e) hereof.

    II.        MISCELLANEOUS

    2.1.        As of the effectiveness of this Consent, the Borrowers, the Guarantors and the Collateral Grantor Subsidiaries hereby reaffirm their obligations under the Credit Agreement, the Guaranty of Payment, the Subsidiary Security Agreement and the other Credit Documents, as applicable.

    2.2.        Each Borrower and each Guarantor (subject, mutatis mutandis, to Section 9.17 of the Credit Agreement) hereby represents and warrants, as of the date hereof, that:

    (a)        The execution, delivery and performance of each Borrower, each Guarantor and each Collateral Grantor Subsidiary (as applicable) of this Consent and any other agreement, instrument or document executed and delivered in connection with this Consent: (i) is within its corporate powers, (ii) has been duly authorized by all necessary corporate action, (iii) does not contravene any law, rule or regulation applicable to it, and (iv) does not violate or create a breach or default under its organizational documents or any contractual provision binding on it or affecting it or any of its property (including, without limitation, those under the Merger Agreement);

    (b)        This Consent (and the Credit Agreement as effected hereby) constitute its legal, valid and binding obligation, enforceable against it (where such Borrower, such Guarantor or such Collateral Grantor Subsidiary is a party thereto) in accordance with its terms, except as enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

    (c)        After giving effect to this Consent and the Merger Agreement (and any other agreements made pursuant to the Merger Agreement) and to the transactions contemplated hereby and thereby: (i) there is no Default; and (ii) all obligations of the Borrowers, the Guarantors and the Collateral Grantor Subsidiaries under or in connection with the Credit Agreement, and the other Credit Documents, are payable in accordance with the terms of the Credit Agreement, and the other Credit Documents, without any defense, setoff or counterclaim of any kind;

    (d)        The representations and warranties of each Borrower, each Guarantor and each Collateral Grantor Subsidiary appearing in the Credit Documents were true and correct in all material respects as of respective the dates when made and, after giving effect to this Consent, the transactions contemplated hereby and thereby, continue to be true and correct in all material respects on the date hereof, except: (i) as to any such representation or warranty which by its terms applies only as to a specified (earlier) date; and (ii) in the case of any other representation or warranty, to the extent of changes resulting from transactions or events not prohibited by the Credit Documents; and

    (e)        The description of the Merger Agreement and the LSSi Transaction, as set forth on Schedule A hereto, is in all material respects a true and correct summary description, and will continue to be true and correct in all material respects upon the effectiveness of this Consent.

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    2.3.        The Domestic Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent incurred by it in connection with or arising out of the negotiation, preparation, review, execution and delivery of this Consent and the agreements and instruments referred to herein and therein and the transactions contemplated hereby and thereby (including search fees and the reasonable fees and expenses of counsel to the Administrative Agent).

    2.4.        At any time and from time to time, upon the written request of the Administrative Agent and at the sole cost and expense of the Domestic Borrower, the Borrowers, the Guarantors and the Collateral Grantor Subsidiaries will promptly execute, acknowledge and/or deliver all such further instruments and agreements and take such further actions as may be reasonably necessary or appropriate to more fully implement the purposes of this Consent, the Credit Agreement, and the other Credit Documents. Failure to comply with any of the foregoing provisions of this Section 2.4 within fifteen (15) days after either the stated due date thereof (where applicable) or notice thereof from the Administrative Agent (where there is no stated due date above), shall constitute an additional Event of Default.

    2.5.        Each of the parties hereto agree and acknowledge that the Credit Agreement, and the other Credit Documents (including, without limitation, all security interests thereunder), are hereby ratified and confirmed in all respects, and shall continue in full force and effect. All references in any Credit Document to the Credit Agreement, shall be deemed to be references to the Credit Agreement as effected by this Consent, and as the same may be further amended, supplemented or otherwise modified from time to time.

    2.6.        This Consent sets forth the entire agreement of the parties with respect to the subject matter hereof.

    2.7.        Neither this Consent nor any provision hereof may be waived, amended or modified except pursuant to an agreement complying with Section 9.02(b) of the Credit Agreement.

    2.8.        This Consent shall be construed in accordance with and governed by the laws of the State of New York without regard to conflicts of laws principles of New York State law other than § 5-1401 of the New York General Obligations Law.

    2.9.        This Consent may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute but one agreement. Delivery of an executed signature page of this Consent by telecopy shall be as effective as delivery of a manually executed counterpart of this Consent.

    2.10.        This Consent shall become effective as of the date when each of the following conditions shall have been satisfied, provided that such conditions are satisfied on or before September 30, 2007:

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    (a)        The Administrative Agent shall have received counterparts of (i) this Consent executed and delivered by the Required Lenders, each of the Borrowers, the Guarantors and the Administrative Agent; and

    (b)        All legal matters incident to this Consent, the other instruments and agreements relating hereto and the transactions contemplated hereby shall be satisfactory to the Administrative Agent (who shall be entitled to rely on the advice of its counsel in connection therewith).

The Administrative Agent shall notify the Borrowers, the Guarantors and the Lenders of the date when the consent embodied herein shall have become effective, and any such notice shall be conclusive and binding. The Administrative Agent is authorized to fill in such effective date at the outset of this Consent.

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        IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed by their respective authorized officers as of the day and year first above written.

JPMORGAN CHASE BANK, N.A., as a Lender, Issuing Bank and Administrative Agent

By:
Name:
Title:

MELLON BANK, N.A.., as a Lender

By:
Name:
Title:

WELLS FARGO BANK, N.A.., as a Lender

By:
Name:
Title:

LLOYD TSB BANK PLC, as a Lender

By:
Name:
Title:

By:
Name:
Title:



BANK OF AMERICA, N.A. (successor by merger to Fleet National Bank), as a Lender

By:
Name:
Title:

VOLT INFORMATION SCIENCES, INC.

By:
Name: Jack Egan
Title: Senior Vice President & CFO GATTON VOLT CONSULTING GROUP LIMITED

By:
Name: Howard B. Weinreich
Title: Director

VOLT TELECOMMUNICATIONS GROUP, INC.

By:
Name: Ludwig M. Guarino
Title: Senior Vice President & Treasurer

VOLT DIRECTORIES S.A., LTD.

By:
Name: Ludwig M. Guarino
Title: Treasurer

DATANATIONAL OF GEORGIA, INC.

By:
Name: Ludwig M. Guarino
Title: Senior Vice President & Treasurer

VMC CONSULTING CORPORATION

By:
Name: Ludwig M. Guarino
Title: Treasurer

DATANATIONAL, INC.

By:
Name: Ludwig M. Guarino
Title: Senior Vice President & Treasurer

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SCHEDULE A

Description of Merger Agreement and LSSi Transaction

Summary: Volt Delta Resources, LLC (“VDR”) will acquire LSSi Corp. (“LSSi”) pursuant to a merger agreement under which LSSI Resources Corp., a newly formed subsidiary of VDR, will merge with and into LSSi, LSSi being the surviving corporation and becoming a wholly owned subsidiary of VDR.

The Agreement and Plan of Merger is made by and between Volt Delta Resources, LLC, LSSI Resources Corp., LSSi Corp, Warburg Pincus Private Equity VIII, L.P., Granite Ventures, LLC, H&Q LSSI Investors, L.P. and Georgica Advisors, LLC. (the “Merger Agreement”). On June 18, 2007, the Merger Agreement was approved and executed by the parties.

Pursuant to the Merger Agreement, LSSI Resources Corp., a wholly owned subsidiary of VDR, will be merged with and into LSSi (the “Merger”), and all of the outstanding capital stock of LSSi, and any outstanding options, warrants and other rights to acquire capital stock of LSSi will be converted into the right to receive in the aggregate $70 million subject to hold-back and adjustment based on indemnification, closing working capital and certain taxes and expenses. Certain of these adjustments may occur, if at all, several months to over a year after the closing of the Merger.

As noted above, the total merger consideration will be approximately $70 million in cash subject to adjustment after the closing based upon the amount of LSSi’s working capital on the closing date. Portions of the cash purchase price will be escrowed to satisfy any claims the Buyer may make under the Merger Agreement. VDR will finance the transaction with a $15 Million capital contribution by its parent and an approximate $55 Million drawing upon an existing revolver arranged by Wells Fargo Bank and being concurrently expanded from $70 Million to $100 Million.

The transaction is currently scheduled to close on or about July 31, 2007.