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):  May 10, 2010

VOLT INFORMATION SCIENCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York	001-9232	13-5658129
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1600 Stewart Avenue, Westbury, New York	11590
(Address of Principal Executive Offices)	(Zip Code)

(516) 228-6700

(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:

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

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

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

o 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.

Volt Information Sciences, Inc. (the “Company”) has entered into Amendment No. 5, dated as of May 10, 2010, to its Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2008 (the “Purchase Agreement”), with its wholly-owned subsidiary, Volt Funding Corp., as seller, Market Street Funding LLC, as a buyer, and PNC Bank, National Association, as buyer agent for Market Street and as administrator, which extends the time for delivery by the Company of its audited financial statements for fiscal year 2009 to December 31, 2010.  The Purchase Agreement provides Volt Funding Corp. with a $150.0 million accounts receivable securitization progr am.

The Company has also entered into a Third Amendment, dated as of May 10, 2010, to Credit Agreement and Temporary Extension (the “Third Amendment”), relating to its $42.0 million Credit Agreement, as of February 28, 2008 (the “Credit Agreement”), with certain of its subsidiaries party thereto, as guarantors, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer.  The Third Amendment, among other things, extends the time for delivery by the Company of its audited financial statements for fiscal year 2009 until the date of completion of the audit of those fin ancial statements and the filing of those audited financial statements (and all updated quarterly unaudited financial statements) with the Securities and Exchange Commission, provided no event of default occurs prior to that time.

In addition, pursuant to the Third Amendment, the Company has entered into a Security Agreement, dated as of May 10, 2010 (the “Security Agreement”), with Bank of America, N.A., as administrative agent, under which the Company is required to maintain total cash collateral in an amount equal to 105% of a specified baseline amount (generally consisting of the principal amount outstanding from time to time under the Credit Agreement, plus outstanding letters of credit under the Credit Agreement, plus an agreed-upon amount in respect of the designated foreign credit facilities that also are so secured).  The cash collateral is to be released once the conditions to rel ease, as described in the Third Amendment, have been satisfied.  Those conditions include, among other things, the furnishing of the Company’s audited financial statements for fiscal years 2009 and 2010, along with all applicable interim unaudited financial statements, the Company being in compliance with the financial covenants contained in the Credit Agreement (compliance being waived while the credit facility is cash collateralized) and the Company pledging, as substitute collateral, 100% of the outstanding stock of Volt Funding Corp.

Until the release of the cash collateral, the interest rate margin under the Credit Agreement will be based upon pricing tier III set forth in the Credit Agreement.

The foregoing summaries of Amendment No. 5 to the Purchase Agreement, the Third Amendment and the Security Agreement are qualified in their entirety by reference to the full text of each agreement, copies of which are attached to this Report as Exhibits 4.1(b), 4.2(b) and 4.2(c), respectively, and are incorporated herein by reference.

Item 7.01.       Regulation FD Disclosure.

On May 11, 2010, the Company issued a press release concerning the amendments to the Purchase Agreement and the Credit Agreement.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 and Exhibit 99.1 herein are being furnished, and shall not be deemed “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01        Financial Statements and Exhibits.

(d)           Exhibits:

4.1(a) Amendment No. 4, dated as of February 8, 2010, to the Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2008, among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (as buyer agent and administrator).

4.1(b) Amendment No. 5, dated as of May 10, 2010, to the Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2008, among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (as buyer agent and administrator).

4.2(a) Temporary Extension Agreement and Second Amendment, dated as of February 8, 2010, to Credit Agreement, dated as of February 28, 2008, among the Company, as borrower, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer.

4.2(b) Third Amendment to Credit Agreement and Temporary Extension, dated as of May 10, 2010, among the Company, as borrower, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer.

4.2(c) Security Agreement, dated as of May 10, 2010, between the Company, as pledgor, and Bank of America, N.A., as secured party for the holders of the secured obligations thereunder.

99.1 The Company's press release dated May 11, 2010.

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.

		VOLT INFORMATION SCIENCES, INC.
Date:	May 14, 2010	By:	/s/ Jack Egan
			Jack Egan, Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number

4.1(a) Amendment No. 4, dated as of February 8, 2010, to the Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2008, among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (as buyer agent and administrator).

4.1(b) Amendment No. 5, dated as of May 10, 2010, to the Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2008, among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (as buyer agent and administrator).

4.2(a) Temporary Extension Agreement and Second Amendment, dated as of February 8, 2010, to Credit Agreement, dated as of February 28, 2008, among the Company, as borrower, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer.

4.2(b) Third Amendment to Credit Agreement and Temporary Extension, dated as of May 10, 2010, among the Company, as borrower, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer.

4.2(c) Security Agreement, dated as of May 10, 2010, between the Company, as pledgor, and Bank of America, N.A., as secured party for the holders of the secured obligations thereunder.

99.1 The Company's press release dated May 11, 2010.

EX-4.1A

Exhibit 4.1(a)

Execution Version

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 4 TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of February 8,2010, is among VOLT FUNDING CORP., a Delaware corporation (the “Seller”), VOLT INFORMATION SCIENCES, INC., a New York corporation, in its individual capacity (“Volt”) and in its capacity as servicer (in such capacity, the “Servicer”), MARKET STREET FUNDING LLC, a Delaware limited liability company (“Market Street”), as a Buyer (the “Buyer”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, (“PNC”), as Buyer Agent for Market Street, (the “Buyer Agent”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as Administrator (in such capacity, the “Administrator”).

BACKGROUND

WHEREAS, Volt has publicly announced its audited financial statements for its fiscal year ended November 1, 2009 will be delayed pending the completion by Volt and its auditors of their analysis regarding the proper treatment of certain accounting principles, and that as a result of that analysis Volt also will or may need to restate certain prior period financials; and

WHEREAS, to accommodate the foregoing, the Seller, the Servicer, Volt, the Buyer, the Buyer Agent and the Administrator desire to amend the Amended and Restated Receivables Purchase Agreement dated as of June 3, 2008, among the Seller, the Servicer, Volt, the Buyer, the Buyer Agent and the Administrator (as amended, supplemented and/or otherwise modified prior to giving effect to this Amendment, the “Amended and Restated Receivables Purchase Agreement”);

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is 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 Amended and Restated Receivables Purchase Agreement.

SECTION 2.Amendment to Amended and Restated Receivables Purchase Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, Section 9.03(b)(ii) of the Amended and Restated Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“(ii)as soon as practicable and in any event within 100 days after the close of each fiscal year of the Servicer during the term of this Agreement, an audited consolidated balance sheet of the Servicer and its consolidated subsidiaries as at the close of such fiscal year and audited consolidated statements of income and cash flows of the Servicer and its consolidated subsidiaries for such

fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and prepared in accordance with GAAP consistently applied throughout the periods reflected therein, all in reasonable detail and certified (with respect to the consolidated financial statements) by independent certified public accountants of recognized standing selected by the Servicer and satisfactory to the Administrator, whose certificate or opinion accompanying such financial statements shall not contain any qualification, exception or scope limitation not satisfactory to the Administrator; provided, however, that with respect to such audited consolidated balance sheet of the Servicer and its consolidated subsidiaries as of the close of the fiscal year ended November 1, 2009 and such audited consolidated statements of income and cash flows of the Servicer and its consolidated subsidiaries for the fiscal year ended November 1, 2009,  such balance sheets, statements of income and cash flows shall be furnished to the Administrator and each Buyer Agent no later than May 10, 2010.”

SECTION 3.Representations and Warranties.  Each of the Seller and Servicer hereby represents and warrants to the Buyer, the Buyer Agent and the Administrator, as of the date hereof, as follows:

(i)the representations and warranties of the Seller and the Servicer contained in Article VIII of the Amended and Restated Receivables Purchase Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date (except for representations and warranties which apply as to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and

(ii)no event has occurred and is continuing, or would result from such respective amendment, that constitutes a Termination Event or Potential Termination Event.

SECTION 4.Conditions Precedent.  The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

(a)Administrator shall have received a fully executed counterpart of this Amendment from each of the parties hereto;

(b)each representation and warranty of the Seller, Volt, and Servicer contained herein or in any other Purchase Document (after giving effect to this Amendment) shall be true and correct;

(c)no Termination Event, as set forth in Section 10.01 of the Amended and Restated Receivables Purchase Agreement, shall have occurred and be continuing;

2

(d)Administrator shall have received a fully executed copy of Amendment No. 2 to the Receivables Sale and Contribution Agreement, dated as of April 12, 2002 between Seller and Volt; and

(e)all proceedings taken in connection with this Amendment and all documents relating hereto shall be reasonably satisfactory to Administrator, Buyer Agent and the Buyer and their respective counsel, and each such Person shall have received copies of such documents as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to each such Person.

SECTION 5.Restated Financials.  In the event that the analysis described in the recitals to this Amendment results in the restatement of any prior period financial statements of Volt that previously had been furnished by the Servicer to the Administrator, then, as promptly as practicable following any such restatement, the Servicer shall furnish the Administrator with such restated financial statements.

SECTION 6.Amendment.  Seller, Servicer, Buyer Agent, Buyer and Administrator hereby agree that the provisions and effectiveness of this Amendment shall apply to the Amended and Restated Receivables Purchase Agreement as of the date hereof.  Except as amended by this Amendment, the Amended and Restated Receivables Purchase Agreement remains unchanged and in full force and effect.  This Amendment is a Purchase Document.

SECTION 7.THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.  This Amendment may not be amended, supplemented or waived except pursuant to a writing signed by the party to be charged.  This Amendment may be executed in counterparts, and by the different parties on different counterparts, each of which shall constitute an original, but all together shall constitute one and the same agreement.  The section and other headings contained in this Amendment are for reference purposes only and shall not control or affect the construction of this Amendment or the interpretation hereof in any respect.

SECTION 8.Each party hereto hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all outstanding commercial paper notes or other indebtedness of Market Street, it will not institute against or join any other Person in instituting against Market Street any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.  The agreements set forth in this Section 8 and the parties’ respective obligations under this Section 8 shall survive the termination of this Amendment.

SECTION 9.Market Street shall not have any obligation to pay any amounts owing hereunder unless and until Market Street has received such amounts pursuant to the Participation

3

Interest and such amounts are not necessary to pay outstanding commercial paper notes or other outstanding indebtedness of Market Street.  In addition, each party hereto hereby agrees that no liability or obligation of Market Street hereunder for fees, expenses or indemnities shall constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against Market Street unless Market Street has received cash from the Participation Interest sufficient to pay such amounts, and such amounts are not necessary to pay outstanding commercial paper notes or other indebtedness of Market Street.  The agreements set forth in this Section 9 and the parties’ respective obligations under this Section 9 shall survive the termination of this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4 

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 Seller
By:	/s/ Ludwig M. Guarino
Name:	Ludwig M. Guarino
Title:	Senior VIce President & Treasurer

 S-1 Amendment No. 4 to A&R RPA

VOLT INFORMATION SCIENCES, INC., individually and as Servicer
By:	/s/ Jack Egan
Name:	Jack Egan
Title:	Senior Vice President & CFO

 S-2 Amendment No. 4 to A&R RPA

MARKET STREET FUNDING LLC, as a Buyer
By:	/s/ Doris J. Hearn
Name:	Doris J. Hearn
Title:	Vice President

 S-3 Amendment No. 4 to A&R RPA

PNC BANK, NATIONAL ASSOCIATION, as a Buyer Agent
By:	/s/ Robyn A. Reeher
Name:	Robyn A. Reeher
Title:	Vice President

 S-4 Amendment No. 4 to A&R RPA

PNC BANK, NATIONAL ASSOCIATION, as Administrator
By:	/s/ Robyn A. Reeher
Name:	Robyn A. Reeher
Title:	Vice President

 S-5 Amendment No. 4 to A&R RPA

EX-4.1B

Exhibit 4.1(b)

Execution Version

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 5 TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 10,2010, is among VOLT FUNDING CORP., a Delaware corporation (the “Seller”), VOLT INFORMATION SCIENCES, INC., a New York corporation, in its individual capacity (“Volt”) and in its capacity as servicer (in such capacity, the “Servicer”), MARKET STREET FUNDING LLC, a Delaware limited liability company (“Market Street”), as a Buyer (the “Buyer”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, (“PNC”), as Buyer Agent for Market Street, (the “Buyer Agent”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as Administrator (in such capacity, the “Administrator”).

BACKGROUND

WHEREAS, Volt has publicly announced its audited financial statements for its fiscal year ended November 1, 2009 will be delayed pending the completion by Volt and its auditors of their analysis regarding the proper treatment of certain accounting principles, and that as a result of that analysis Volt also will or may need to restate certain prior period financials; and

WHEREAS, to accommodate the foregoing, the Seller, the Servicer, Volt, the Buyer, the Buyer Agent and the Administrator desire to amend the Amended and Restated Receivables Purchase Agreement dated as of June 3, 2008, among the Seller, the Servicer, Volt, the Buyer, the Buyer Agent and the Administrator (as amended, supplemented and/or otherwise modified prior to giving effect to this Amendment, the “Amended and Restated Receivables Purchase Agreement”);

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is 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 Amended and Restated Receivables Purchase Agreement.

SECTION 2.Amendment to Amended and Restated Receivables Purchase Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, Section 9.03(b)(ii) of the Amended and Restated Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“(ii)as soon as practicable and in any event within 100 days after the close of each fiscal year of the Servicer during the term of this Agreement, an audited consolidated balance sheet of the Servicer and its consolidated subsidiaries as at the close of such fiscal year and audited consolidated statements of income and cash flows of the Servicer and its consolidated subsidiaries for such

fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and prepared in accordance with GAAP consistently applied throughout the periods reflected therein, all in reasonable detail and certified (with respect to the consolidated financial statements) by independent certified public accountants of recognized standing selected by the Servicer and satisfactory to the Administrator, whose certificate or opinion accompanying such financial statements shall not contain any qualification, exception or scope limitation not satisfactory to the Administrator; provided, however, that with respect to such audited consolidated balance sheet of the Servicer and its consolidated subsidiaries as of the close of the fiscal year ended November 1, 2009 and such audited consolidated statements of income and cash flows of the Servicer and its consolidated subsidiaries for the fiscal year ended November 1, 2009,  such balance sheets, statements of income and cash flows shall be furnished to the Administrator and each Buyer Agent no later than December 31, 2010.”

SECTION 3.Representations and Warranties.  Each of the Seller and Servicer hereby represents and warrants to the Buyer, the Buyer Agent and the Administrator, as of the date hereof, as follows:

(i)the representations and warranties of the Seller and the Servicer contained in Article VIII of the Amended and Restated Receivables Purchase Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date (except for representations and warranties which apply as to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and

(ii)no event has occurred and is continuing, or would result from such respective amendment, that constitutes a Termination Event or Potential Termination Event.

 SECTION 4.Conditions Precedent.  The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

(a)Administrator shall have received a fully executed counterpart of this Amendment from each of the parties hereto;

(b)each representation and warranty of the Seller, Volt, and Servicer contained herein or in any other Purchase Document (after giving effect to this Amendment) shall be true and correct;

(c)no Termination Event, as set forth in Section 10.01 of the Amended and Restated Receivables Purchase Agreement, shall have occurred and be continuing;

2

(d)Administrator shall have received a fully executed copy of Amendment No. 2 to the Receivables Sale and Contribution Agreement, dated as of April 12, 2002 between Seller and Volt; and

(e)all proceedings taken in connection with this Amendment and all documents relating hereto shall be reasonably satisfactory to Administrator, Buyer Agent and the Buyer and their respective counsel, and each such Person shall have received copies of such documents as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to each such Person.

SECTION 5.Restated Financials.  In the event that the analysis described in the recitals to this Amendment results in the restatement of any prior period financial statements of Volt that previously had been furnished by the Servicer to the Administrator, then, as promptly as practicable following any such restatement, the Servicer shall furnish the Administrator with such restated financial statements.

SECTION 6.Amendment.  Seller, Servicer, Buyer Agent, Buyer and Administrator hereby agree that the provisions and effectiveness of this Amendment shall apply to the Amended and Restated Receivables Purchase Agreement as of the date hereof.  Except as amended by this Amendment, the Amended and Restated Receivables Purchase Agreement remains unchanged and in full force and effect.  This Amendment is a Purchase Document.

SECTION 7.THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.  This Amendment may not be amended, supplemented or waived except pursuant to a writing signed by the party to be charged.  This Amendment may be executed in counterparts, and by the different parties on different counterparts, each of which shall constitute a n original, but all together shall constitute one and the same agreement.  The section and other headings contained in this Amendment are for reference purposes only and shall not control or affect the construction of this Amendment or the interpretation hereof in any respect.

SECTION 8.Each party hereto hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all outstanding commercial paper notes or other indebtedness of Market Street, it will not institute against or join any other Person in instituting against Market Street any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.  The agreements set forth in this Section 8 and the parties’ respective obligations under this Section 8 shall survive the termination of this Amendment.

SECTION 9.Market Street shall not have any obligation to pay any amounts owing hereunder unless and until Market Street has received such amounts pursuant to the Participation

3

Interest and such amounts are not necessary to pay outstanding commercial paper notes or other outstanding indebtedness of Market Street.  In addition, each party hereto hereby agrees that no liability or obligation of Market Street hereunder for fees, expenses or indemnities shall constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against Market Street unless Market Street has received cash from the Participation Interest sufficient to pay such amounts, and such amounts are not necessary to pay outstanding commercial paper notes or other indebtedness of Market Street.  The agreements set forth in this Section 9 and the parties’ respective obligations under this Section 9 shall survive the termination of this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

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 Seller

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

Amendment No. 5 to A&R RPA

S-1

VOLT INFORMATION SCIENCES, INC.,
   individually and as Servicer

By:	/s/ Jack Egan
Name:	Jack Egan
Title:	Senior Vice President & CFO

Amendment No. 5 to A&R RPA

S-2

MARKET STREET FUNDING LLC, as a
     Buyer

By:	/s/ Doris J. Hearn
Name:	Doris J. Hearn
Title:	Vice President

Amendment No. 5 to A&R RPA

S-3

PNC BANK, NATIONAL ASSOCIATION, as
     a Buyer Agent

By:	/s/ William P. Falcon
Name:	William P. Falcon
Title:	Vice President

Amendment No. 5 to A&R RPA
 

S-4

PNC BANK, NATIONAL ASSOCIATION, as
     Administrator

By:	/s/ William P. Falcon
Name:	William P. Falcon
Title:	Vice President

Amendment No. 5 to A&R RPA

S-5

EX-4.2A

Exhibit 4.2(a)

TEMPORARY EXTENSION AGREEMENT

AND SECOND AMENDMENT TO CREDIT AGREEMENT

THIS TEMPORARY EXTENSION AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 8, 2010 (the "Agreement"), is entered into among VOLT INFORMATION SCIENCES, INC., a New York corporation (the "Borrower"), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent"), Swing Line Lender and L/C Issuer.

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent entered into that certain Credit Agreement, dated as of February 28, 2008 (as amended and modified from time to time, the "Credit Agreement");

WHEREAS, the Borrower previously has notified the Administrative Agent and the Lenders that (a) the Borrower has undertaken a review of whether certain revenues and associated costs under certain customer contracts, recognized during fiscal years 2002 through 2008 and the first two quarters of fiscal year 2009 by its Computer Systems segment, should be recognized in periods other than the periods in which they were recognized, and (b) the Borrower has identified certain errors during fiscal years 2002 through 2008 and the first two quarters of fiscal year 2009 in the application of accounting literature to revenue recognition for certain of these multi-year customer arrangements for telephone systems with multiple deliverables, some of which included customized software (collectively, the "Revenue Recognition Considerations"), by virtue of which it will or may be necessary to restate one or more financial statements heretofore furnished to the Administrative Agent and the Lenders;

WHEREAS, the Borrower acknowledges that, pending completion of the Revenue Recognition Considerations, it is desirable that the Loan Parties delay furnishing to the Administrative Agent and the Lenders the financial statements required under Section 7.01(a) of the Credit Agreement, with respect to fiscal year 2009 (ended November 1, 2009), which delay also will affect delivery of the certificate of their independent certified public accountants required under Section 7.02(a) of the Credit Agreement and the Compliance Certificate required under Section 7.02(b) of the Credit Agreement (collectively, the "2009 Financial Statement Deliverables");

WHEREAS, the parties hereto have agreed (a) to temporarily extend the time for the Loan Parties to deliver the 2009 Financial Statement Deliverables, (b) to temporarily disregard the impact of the Revenue Recognition Considerations on (i) the computation of the financial covenants set forth in Section 8.11 of the Credit Agreement and (ii) the accuracy of the representations and warranties set forth in Sections 6.05(a) and (b) of the Credit Agreement and (c) to amend the Credit Agreement as set forth herein;

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.           Definitions.  Unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the meanings assigned in the Credit Agreement.

2.           Reaffirmation of Existing Debt.  The Loan Parties acknowledge and confirm as of the date hereof (a) that the Borrower's obligation to repay the outstanding principal amount of the Loans and reimburse the L/C Issuer for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims, (b) that the Administrative Agent and the Lenders have performed

fully all of their respective obligations under the Credit Agreement and the other Loan Documents, and (c) by entering into this Agreement, the Lenders do not waive or release (except as specifically provided in Section 3 hereof) any term or condition of the Credit Agreement or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or applicable law or any of the obligations of any Loan Party thereunder.

3.           Temporary Extension.

(a)           The Lenders hereby agree to temporarily extend the deadline for delivery of the 2009 Financial Statement Deliverables until the Extension Date (defined below).  "Extension Date" means the earliest of (i) May 10, 2010, (ii) the date of completion of the audit for fiscal year 2009 or (iii) the occurrence of any Default.  The period from the date hereof through the Extension Date shall be referred to as the "Extension Period".

(b)           During the Extension Period, the Lenders hereby agree to temporarily disregard the impact, if any, of the Revenue Recognition Considerations (i) on the computation of the financial covenants set forth in Section 8.11 of the Credit Agreement and (ii) the accuracy of the representations and warranties set forth in Sections 6.05(a) and (b) of the Credit Agreement.

4.           Amendments to Credit Agreement.

(a)           Section 1.01.  The definition of "Consolidated EBITDA" in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

"Consolidated EBITDA" means, for any period for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (i) the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (c) the amount of depreciation and amortization expense for such period, (d) extraordinary losses for such period, (e) losses on the sales of assets outside of the ordinary course of business for such period, (f) non-recurring restructuring and impairment charges for such per iod (provided that the aggregate amount of all such charges that are incurred after April 30, 2009 and added back to Consolidated Net Income pursuant to this subclause (f) shall not exceed $50,000,000 during the term of this Agreement of which no more than $20,000,000 can consist of cash charges and/or accruals of or reserves for cash expenses in any future period)) and (g) expenses accrued for the fiscal quarter ended November 1, 2009 in connection with the California Arbitration Settlement, in an aggregate amount not to exceed $6,750,000, minus (ii) the following to the extent included in calculating such Consolidated Net Income:  (a) extraordinary gains for such period and (b) gains on the sales of assets outside of the ordinary course of business for such period, all as determined in accordance with GAAP.

(b)           Section 1.01.  The following new definition is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:

"California Arbitration Settlement" means the settlement of a certain arbitration proceeding pending in the State of California and heretofore described in writing by the Borrower to the Administrative Agent and the Lenders.

5.           Extension Period Covenant.  During the Extension Period, the Loan Parties shall maintain unrestricted cash and Cash Equivalents, on a consolidated basis, in excess of the aggregate amount of all Indebtedness of the Loan Parties, on a consolidated basis.

6.           Applicable Rate.  The Applicable Rate in effect from the date of this Agreement through and including the Extension Date shall be determined based upon Pricing Tier V.

7.           Conditions Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:

(a)           Receipt by the Administrative Agent of copies of this Agreement duly executed by the Loan Parties, the Required Lenders and the Administrative Agent.

(b)           Receipt by the Administrative Agent of unaudited, company-prepared financial statements for the fiscal year ended November 1, 2009 and a duly completed Compliance Certificate, based on such company-prepared financial statements, demonstrating that no Default exists and the Loan Parties are in compliance with the financial covenants set forth in Section 8.11 of the Credit Agreement.

(c)           Receipt by the Administrative Agent, for the account of each Lender executing this Agreement, of a fee of 0.15% of such Lender's Revolving Commitment; provided that such fee shall reduce any other amendment fee payable to such Lender within 90 days after the date of this Agreement.

(d)           Receipt by the Administrative Agent of all fees and expenses owed by the Loan Parties to the Administrative Agent.

8.           Effect.  Except as expressly modified and amended in this Agreement, all of the terms, provisions and conditions of the Credit Agreement are and shall remain in full force and effect, and the obligations of the Loan Parties hereunder and under the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect.  Any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the Credit Agreement are hereby amended so that any reference to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.

9.            Representations and Warranties.  Each Loan Party represents and warrants to the Lenders that (i) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects on and as of the date of this Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) no Default exists and (iii) as of the date hereof, no Loan Party has any counterclaims, offsets, credits or defenses to the Loan Documents and the performance of their respective obligations thereunder, or if a Loan Party has any such claims, counterclaims, o ffsets, credits or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of the Lenders' execution and delivery of this Agreement.

10.           Successors and Assigns.   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11.           Authorization; Enforceability.  Each Loan Party hereby represents and warrants as follows:

(a)           It has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement.

(b)           This Agreement has been duly executed and delivered by such Person.  This Agreement constitutes a legal, valid and binding obligation, enforceable against such Person in accordance with their terms, except as such enforceability may be limited by (i) applicable Debtor

     Relief Laws and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)           No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Agreement other than (i) those that have already been obtained and are in full force and effect and (ii) those the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect.

12.           Incorporation of Agreement.  Except as specifically modified herein, the terms of the Loan Documents shall remain in full force and effect.  The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent under the Loan Documents, or constitute a waiver or amendment of any provision of the Loan Documents, except as expressly set forth herein.  The breach of any provision or representation under this Agreement shall constitute an immediate Event of Default under the Credit Agreement, and this Agreement shall constitute a Loan Document from and after the date hereof.

13.           Headings.  The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

14.           Severability.  If any provision of any of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

15.           Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of executed counterparts of this Agreement by telecopy or pdf shall be effective as an original.

16.           GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:	VOLT INFORMATION SCIENCES, INC.,
	a New York corporation
	By:	/s/ Jack Egan
	Name:	Jack Egan
	Title:	Senior Vice President & CFO
GUARANTORS:	DN VOLT OF GEORGIA, INC. (f/k/a DataNational of Georgia, Inc.),
	a Georgia corporation
	By:	/s/ Ludwig M. Guarino
	Name:	Ludwig M. Guarino
	Title:	Senior Vice President & Treasurer
	DN VOLT, INC. (f/k/a DataNational, Inc.),
	a Delaware corporation
	By:	/s/ Ludwig M. Guarino
	Name:	Ludwig M. Guarino
	Title:	Senior Vice President & Treasurer
	VOLT DIRECTORIES, S.A., LTD.,
	a Delaware corporation
	By:	/s/ Ludwig M. Guarino
	Name:	Ludwig M. Guarino
	Title:	Senior Vice President & Treasurer
	VMC CONSULTING CORPORATION,
	a Delaware corporation
	By:	/s/ Ludwig M. Guarino
	Name:	Ludwig M. Guarino
	Title:	Senior Vice President & Treasurer
	VOLT TELECOMMUNICATIONS GROUP, INC.,
	a Delaware corporation
	By:	/s/ Ludwig M. Guarino
	Name:	Ludwig M. Guarino
	Title:	Senior Vice President & Treasurer

VOLT INFORMATION SCIENCES, INC.

TEMPORARY WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT

VOLT ORANGECA REAL ESTATE CORP.,
a Delaware corporation
By:	/s/ Ludwig M. Guarino
Name:	Ludwig M. Guarino
Title:	Senior Vice President & Treasurer
NUCO I, LTD.,
a Nevada corporation
By:	/s/ Ludwig M. Guarino
Name:	Ludwig M. Guarino
Title:	Senior Vice President & Treasurer
VOLT ASIA ENTERPRISES, LTD.,
a Delaware corporation
By:	/s/ Ludwig M. Guarino
Name:	Ludwig M. Guarino
Title:	Senior Vice President & Treasurer
VOLT DELTA RESOURCES HOLDINGS, INC.,
a Nevada corporation
By:	/s/ Ludwig M. Guarino
Name:	Ludwig M. Guarino
Title:	Senior Vice President & Treasurer
VOLT DELTA RESOURCES, LLC,
a Nevada limited liability company
By:	/s/ Ludwig M. Guarino
Name:	Ludwig M. Guarino
Title:	Senior Vice President & Treasurer
LSSI DATA CORP.,
a Delaware corporation
By:	/s/ Ludwig M. Guarino
Name:	Ludwig M. Guarino
Title:	Senior Vice President & Treasurer

VOLT INFORMATION SCIENCES, INC.

TEMPORARY WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ Roberto Salazar
	Name:	Roberto Salazar
	Title:	Assistant Vice President
LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swing Line Lender
	By:	/s/ Richard M. Williams
	Name:	Richard M. Williams
	Title:	Senior Vice President
	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Philip A. Mousin
	Name:	Philip A. Mousin
	Title:	Senior Vice President
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	By:	/s/ Eric Frandson
	Name:	Eric Frandson
	Title:	Vice President
	HSBC BANK USA, NATIONAL ASSOCIATION
	By:
	Name:
	Title:

VOLT INFORMATION SCIENCES, INC.

TEMPORARY WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT

 

EX-4.2B

Exhibit 4.2(b)

THIRD AMENDMENT TO CREDIT AGREEMENT AND TEMPORARY EXTENSION

THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND TEMPORARY EXTENSION, dated as of May 10, 2010 (this "Agreement"), is entered into among VOLT INFORMATION SCIENCES, INC., a New York corporation (the "Borrower"), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent"), Swing Line Lender and L/C Issuer.

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent entered into that certain Credit Agreement, dated as of February 28, 2008 (as amended and modified from time to time, the "Credit Agreement");

WHEREAS, the Borrower previously has notified the Administrative Agent and the Lenders that (a) the Borrower has undertaken a review of whether certain revenues and associated costs under certain customer contracts, recognized during fiscal years 2002 through 2008 and the first two quarters of fiscal year 2009 by its Computer Systems segment, should be recognized in periods other than the periods in which they were recognized; and (b) the Borrower has identified certain errors during fiscal years 2002 through 2008 and the first two quarters of fiscal year 2009 in the application of accounting literature to revenue recognition for certain of these multi-year customer arrangements for telephone systems with multiple deliverables, some of which included customized software, by virtue of which it will be necessary to restate financial sta tements heretofore furnished to the Administrative Agent and the Lenders; and (c) the restatement process will include a review of all other accounting methodology and presentation that may require further adjustments beyond those initially identified (collectively, the "Restatement Considerations");

WHEREAS, the Borrower acknowledges that the Loan Parties will not be able to deliver the following within the time periods prescribed in the Credit Agreement:  (i) the financial statements required under Section 7.01(a) of the Credit Agreement, with respect to fiscal year 2009 (ended November 1, 2009), (ii) the accompanying certificate of their independent certified public accountants required under Section 7.02(a) of the Credit Agreement for such fiscal year and (iii) the accompanying Compliance Certificate required under Section 7.02(b) of the Credit Agreement for such fiscal year (collectively, the "2009 Financial Statement Deliverables");

WHEREAS, the parties hereto have agreed (a) to temporarily extend the deadline for the Loan Parties to deliver the 2009 Financial Statement Deliverables until the completion of the Restatement Considerations and the filing of the Borrower's applicable financial statements with the SEC, (b) to temporarily disregard the impact of the Restatement Considerations on (i) the computation of the financial covenants set forth in Section 8.11 of the Credit Agreement and (ii) the accuracy of the representations and warranties set forth in Sections 6.05(a) and 6.05(b) of the Credit Agreement and (c) to amend the Credit Agreement as set forth herein;

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.           Definitions.  Unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the meanings assigned in the Credit Agreement.

2.           Reaffirmation of Existing Debt.  The Loan Parties acknowledge and confirm as of the date hereof (a) that the Borrower's obligation to repay the outstanding principal amount of the Loans and reimburse the L/C Issuer for any drawing on a Letter of Credit is unconditional and not subject to any

offsets, defenses or counterclaims, (b) that the Administrative Agent and the Lenders have performed fully all of their respective obligations under the Credit Agreement and the other Loan Documents, and (c) by entering into this Agreement, the Lenders do not waive or release (except as specifically provided in this Agreement) any term or condition of the Credit Agreement or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or applicable law or any of the obligations of any Loan Party thereunder.

3.           Temporary Extension.

(a)           The Lenders hereby agree to temporarily extend the deadline for delivery of the 2009 Financial Statement Deliverables until the Extension Date (defined below).  "Extension Date" means the earlier of (i) the date of completion of the audit for fiscal year 2009 and the filing of those audited financial statements (and all updated quarterly unaudited financial statements) with the SEC and (ii) the occurrence of any Event of Default (as defined the Security Agreement).  The period from the date hereof through the Extension Date shall be referred to as the "Extension Period".

(b)           During the Extension Period, (i) the Lenders hereby agree to temporarily disregard the impact, if any, of the Restatement Considerations on (A) the computation of the financial covenants set forth in Section 8.11 of the Credit Agreement and (B) the accuracy of the representations and warranties set forth in Sections 6.05(a) and 6.05(b) of the Credit Agreement and (ii) the Borrower shall continue to deliver company-prepared financial statements required pursuant to Section 7.01 of the Credit Agreement disregarding the impact of the Restatement Considerations, together with the accompanying Compliance Certificates (with the financial covenants calculated without giving effect to the Restatement Considerations).

(c)           The Loan Parties acknowledge that but for the execution and delivery of this Agreement by the Required Lenders, an Event of Default would exist, upon expiration of the temporary extension permitted under the Second Amendment (as defined below), as a result of the failure to timely deliver the 2009 Financial Statement Deliverables and that the Lenders would have no obligation to make additional Credit Extensions to the Borrower.

4.           Amendments to Credit Agreement.

(a)           The definitions of "Consolidated EBITDA" and "Loan Documents" in Section 1.01 of the Credit Agreement are hereby amended to read as follows:

"Consolidated EBITDA" means, for any period for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (i) the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (c) the amount of depreciation and amortization expense for such period, (d) extraordinary losses for such period, (e) losses on the sales of assets outside of the ordinary course of business for such period, (f) non-recurring restructuring and impairment charges and charges relating to the Restatement Considerations for such period (provided that the aggregate amount of all such charges that are incurred after April 30, 2009 and added back to Consolidated Net Income pursuant to this subclause (f) shall not exceed $50,000,000 during the term of this Agreement of which no more than $20,000,000 can consist of cash charges and/or accruals of or reserves for cash expenses in any future period)) and (g) expenses accrued for the fiscal quarter ended November 1, 2009 in connection with the California Arbitration Settlement, in an aggregate amount not to exceed $6,750,000, minus (ii) the following to the extent included in calculating such Consolidated Net Income:  (a) extraordinary gains for such period and (b) gains on the sales of assets outside of the ordinary course of business for such period, all as determined in accordance with GAAP.

2

"Loan Documents" means this (a) Agreement, (b) each Note, (c) each Issuer Document, (d) each Joinder Agreement, (e) the Security Agreement, (f) the Deposit Account Control Agreement, (g) the SPV Pledge Agreement and (h) the Fee Letter.

(b)           New definitions of "Cash Collateral Period", "Cash Collateral Termination Date", "Deposit Account Control Agreement", "Intercreditor Agreement", "Restatement Considerations", "Security Agreement" and "SPV Pledge Agreement" are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to r ead as follows:

"Cash Collateral Period" means the period commencing on May 11, 2010 and ending on the first Business Day following the Cash Collateral Termination Date.

"Cash Collateral Termination Date" means the later of (i) the date that the Borrower has delivered to the Administrative Agent and each Lender the financial statements required to be furnished pursuant to Section 7.01(a) (together with the accompanying deliverables required pursuant to Sections 7.02(a) and 7.02(b)) for the fiscal year ending on October  31, 2010  and (ii) the first date following the commencement of the Cash Collateral Period on which all of the following conditions are satisfied:  (a) the Borrower has delivered to the Administrativ e Agent and each Lender all financial statements required to be furnished pursuant to Section 7.01 on or prior to such date (together with the accompanying deliverables required pursuant to Sections 7.02(a) and 7.02(b)), including without limitation such financial statements and deliverables for the fiscal year ended on November 1, 2009 (all such financial statements to be prepared in a manner consistent with the fiscal year 2009 audited financial statements, subject to the absence of footnotes, but prepared after the application of all required Restatement Considerations); (b) the Borrower has filed all financial statements that are required to be filed with the SEC (without regard to the effect of any extensions for such filings), (c) the Loan Parties are in compliance with the financial covenants set forth in Section 8.11 for the then most recently-ended four fiscal quarter period (such calculations to be made based on the financial statements described in subclauses (a) and (b) above), (d) the Borrower shall have pledged 100% of the issued and outstanding Equity Interests of the SPV to the Administrative Agent, as collateral for the Secured Obligations (as such term is defined in the Security Agreement) and all obligations under any Swap Contract or Treasury Management Agreement between any Loan Party and any Lender or Affiliate of a Lender, pursuant to the SPV Pledge Agreement (which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders at the time of execution and delivery thereof and shall be subject to the Intercreditor Agreement which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders at the time of execution and delivery thereof) and shall have provided s uch other documentation (including legal opinions) in connection with the SPV Pledge Agreement as the Administrative Agent shall reasonably request and (e) no Default exists.

"Deposit Account Control Agreement" means that certain Deposit Account Control Agreement (Account – Without Activation), dated as of May 11, 2010, among the Borrower, Bank of America and the Administrative Agent.

"Intercreditor Agreement" means that certain Intercreditor Agreement, to be dated on or prior to the Cash Collateral Termination Date, among the Borrower, the administrator and/or other appropriate parties under the Approved Securitization, and the Administrative Agent.

"Restatement Considerations" has the meaning assigned to such term in that certain Third Amendment to Credit Agreement and Temporary Extension, dated as of May 11, 2010, among the Loan Parties, the Lenders and the Administrative Agent.

3

"Security Agreement" means that certain Security Agreement, dated as of May 11, 2010, between the Borrower and the Administrative Agent.

"SPV Pledge Agreement" means that certain Pledge Agreement, to be dated on or prior to the Cash Collateral Termination Date, between the Borrower and the Administrative Agent.

(c)           A new paragraph is hereby added at the end of Section 8.11 of the Credit Agreement to read as follows:

During the Cash Collateral Period, the Loan Parties shall not be required to comply with the financial covenants set forth in this Section 8.11.

(d)           The following sentence is added at the end of Section 11.06(b) of the Credit Agreement to read as follows:

If the Intercreditor Agreement has been executed and delivered by the parties thereto, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be deemed to be party to, and be bound by the terms of, the Intercreditor Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a "Lender Party" under the Intercreditor Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under the Intercreditor Agreement.

(e)           The following new Section 11.19 is hereby added to the Credit Agreement to read as follows:

11.19           Cash Collateral Period.

The Lenders hereby authorize and instruct, and the Administrative Agent hereby agrees, to:  (i) terminate the Security Agreement in accordance with the terms thereof; (ii) terminate the Deposit Account Control Agreement contemporaneously with the termination of the Security Agreement; and (iii) upon such termination of the Security Agreement, release all collateral pledged pursuant thereto.  In furtherance of the forgoing, the Administrative Agent will, at the expense of the Loan Parties, take such actions as are necessary, or as the applicable Loan Party may reasonably request, to effect such termination and release.  For avoidance of doubt, the Security Agreement may not be amended without the consent of the Lenders.

5.           Applicable Rates.  The Applicable Rates in effect during the Cash Collateral Period shall be determined based upon Pricing Tier III.  Upon the termination of the Cash Collateral Period, the Applicable Rates shall be determined in accordance with the definition thereof.

6.           Restrictions on Credit Extensions.  Until the date that is ninety-one (91) days after the date of this Agreement, the Borrower shall not be permitted to request or obtain additional Revolving Loans or Swing Line Loans nor request or obtain the issuance, or increase the stated amount, of any Letters of Credit.  For purposes of clarification, this Section 6 shall have no impact on obligations of Lenders to purchase or fund participations in Letters of Credit or Swing Line Loans (whether by the making of a Revolving Loan or otherwise); provided, however, the renewal of any expiring outstanding Letters of Credit shall be permitted.

7.           Extension Period Covenant Removed.  The "Extension Period Covenant" under Section 5 of the Temporary Extension and Second Amendment to Credit Agreement, dated as of February 8, 2010, among the Loan Parties, the Lenders party thereto and the Administrative Agent (the "Second Amendment"), is hereby deleted in its entirety.

4

8.           Conditions Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of copies of this Agreement duly executed by the Loan Parties, the Required Lenders and the Administrative Agent; (b) receipt by the Administrative Agent of executed copies of the Security Agreement and the Deposit Account Control Agreement; (c) the Borrower shall have deposited cash into the deposit account subject to the Deposit Account Control Agreement in the amount required by the Security Agreement; (d) receipt by the Administrative Agent of satisfactory authorizing resolutions of the Loan Parties and opinions of counsel for the Loan Parties; (e) receipt by the Administrative Agent, for the account of each Lender, an amendment fee equal to 0.10% of such Lender's Revolving Commitment and (f) receipt by the Administrative Agent of all fees and expenses owed by the Loan Parties to the Administrative Agent.

9.           Lender Acknowledgement.

(a)           The Lenders hereby acknowledge and agree that the Administrative Agent is authorized to perform its functions and obligations under the Security Agreement, the Deposit Account Control Agreement, the SPV Pledge Agreement and the Intercreditor Agreement and confirm their appointment of the Administrative Agent as their agent thereunder.

(b)           Each Lender (on behalf of itself and any of its Affiliates holding obligations secured pursuant to the Security Agreement and/or the SPV Pledge Agreement) hereby acknowledges and agrees that upon the execution and delivery of the Intercreditor Agreement by the Administrative Agent then such Lender (and such Affiliates) shall be fully bound by the terms and provisions of the Intercreditor Agreement as though a party thereto; and that each party to the Intercreditor Agreement shall be a third party beneficiary of such acknowledgment and agreement.

10.           Effect.  Except as expressly modified and amended in this Agreement, all of the terms, provisions and conditions of the Credit Agreement are and shall remain in full force and effect, and the obligations of the Loan Parties hereunder and under the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect.  Any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the Credit Agreement are hereby amended so that any reference to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.

11.            Representations and Warranties.  Each Loan Party represents and warrants to the Lenders that (i) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects on and as of the date of this Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) no Default exists and (iii) as of the date hereof, no Loan Party has any counterclaims, offsets, credits or defenses to the Loan Documents and the performance of their respective obligations thereunder, or if a Loan Party has any such claims, counterclaims, offsets, credits or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of the Lenders' execution and delivery of this Agreement.

12.           Successors and Assigns.   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

13.           Authorization; Enforceability.  Each Loan Party hereby represents and warrants as follows: (a) it has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement; (b) this Agreement has been duly executed and delivered by such Person.  This Agreement constitutes a legal, valid and binding obligation, enforceable against such Person in accordance with their terms, except as such enforceability may be limited by (i) applicable Debtor Relief Laws and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (c) no consent, approval,

5

authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Agreement other than (i) those that have already been obtained and are in full force and effect and (ii) those the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect.

14.           Incorporation of Agreement.  Except as specifically modified herein, the terms of the Loan Documents shall remain in full force and effect.  The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent under the Loan Documents, or constitute a waiver or amendment of any provision of the Loan Documents, except as expressly set forth herein.  The breach of any provision or representation under this Agreement shall constitute an immediate Event of Default under the Credit Agreement, and this Agreement shall constitute a Loan Document from and after the date hereof.

15.           Headings.  The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

16.           Severability.  If any provision of any of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

17.           Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of executed counterparts of this Agreement by telecopy or pdf shall be effective as an original.

18.           GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:	VOLT INFORMATION SCIENCES, INC., a New York corporation By:  /s/ Jack Egan                                            Name: Jack Egan Title: Senior Vice President & CFO
GUARANTORS:	DN VOLT OF GEORGIA, INC. (f/k/a DataNational of Georgia, Inc.), a Georgia corporation By: /s/ Ludwig M. Guarino                               Name: Ludwig M. Guarino Title:  Senior Vice President & Treasurer
	DN VOLT, INC. (f/k/a DataNational, Inc.), a Delaware corporation By: /s/ Ludwig M. Guarino                               Name: Ludwig M. Guarino Title:  Senior Vice President & Treasurer
	VOLT DIRECTORIES, S.A., LTD., a Delaware corporation By: /s/ Ludwig M. Guarino                               Name: Ludwig M. Guarino Title:  Senior Vice President & Treasurer
	VMC CONSULTING CORPORATION, a Delaware corporation By: /s/ Ludwig M. Guarino                               Name: Ludwig M. Guarino Title:  Senior Vice President & Treasurer
	VOLT TELECOMMUNICATIONS GROUP, INC., a Delaware corporation By: /s/ Ludwig M. Guarino                               Name: Ludwig M. Guarino Title:  Senior Vice President & Treasurer

VOLT - THIRD AMENDMENT

VOLT ORANGECA REAL ESTATE CORP.,

a Delaware corporation

By: /s/ Ludwig M. Guarino                              

Name: Ludwig M. Guarino

Title:  Senior Vice President & Treasurer

NUCO I, LTD.,

a Nevada corporation

By: /s/ Ludwig M. Guarino                              

Name: Ludwig M. Guarino

Title:  Senior Vice President & Treasurer

VOLT ASIA ENTERPRISES, LTD.,

a Delaware corporation

By: /s/ Ludwig M. Guarino                              

Name: Ludwig M. Guarino

Title:  Senior Vice President & Treasurer

VOLT DELTA RESOURCE HOLDINGS, INC.,

a Nevada corporation

By: /s/ Ludwig M. Guarino                              

Name: Ludwig M. Guarino

Title:  Senior Vice President & Treasurer

VOLT DELTA RESOURCES, LLC,

a Nevada limited liability company

By: /s/ Ludwig M. Guarino                              

Name: Ludwig M. Guarino

Title:  Senior Vice President & Treasurer

LSSI DATA CORP.,

a Delaware corporation

By: /s/ Ludwig M. Guarino                              

Name: Ludwig M. Guarino

Title:  Senior Vice President & Treasurer

VOLT - THIRD AMENDMENT

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative Agent By: /s/Robert Salazar                                  Name: Assistant Vice President Title:
LENDERS:	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: /s/ Jana L. Baker                                Name: Jana L. Baker Title: Vice President
	JPMORGAN CHASE BANK, N.A. By: /s/ Philip Mousin                             Name: Philip Mousin Title: Senior Vice President
	WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Eric Frandson                                Name: Eric Frandson Title: Director
	HSBC BANK USA, NATIONAL ASSOCIATION By:  /s/ Randolph Cates                         Name: Randolph Cates Title: Senior Relationship Manager

VOLT - THIRD AMENDMENT

EX-4.2C

Exhibit 4.2(c)

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”) dated as of May 10, 2010 is made by and between VOLT INFORMATION SCIENCES, INC., a New York corporation (the “Pledgor”), and BANK OF AMERICA, N.A. in its capacity as administrative agent (the “Administrative Agent”) for the holders of the Secured Obligations (defined below).

WHEREAS, pursuant to that certain Credit Agreement (as amended, modified, supplemented, increased, extended, restated, refinanced or replaced from time to time, the "Credit Agreement") dated as of February 28, 2008 among the Pledgor, the subsidiaries party thereto, the Lenders party thereto and the Administrative Agent, the Lenders have agreed to make Loans and issue Letters of Credit upon the terms and subject to the conditions set forth therein; and

WHEREAS, this Agreement is required by the terms of the Credit Agreement.

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

Section 1.Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.  In addition, the following terms, as used herein, shall have the following meanings:

“Collateral Account” means that certain deposit account number 1499710376 maintained by the Pledgor at Bank of America, together with any substitutions therefor and replacements thereof.

“Credit Agreement Obligations” means, without duplication, all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Event of Default” means any of (a) the failure of the Pledgor to comply with the terms and conditions of this Agreement and (b) the existence of an Event of Default (as defined in the Credit Agreement).

“HSBC Foreign Obligations” means, collectively, any and all advances to, and debts, liabilities, obligations, covenants and duties of, any and all direct and indirect Foreign Subsidiaries of the Pledgor to HSBC Bank USA, National Association (or its subsidiaries and Affiliates), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any such Foreign Subsidiary or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“HSBC Foreign Obligations Guarantee” means the Pledgor’s absolute and unconditional guarantee of the HSBC Foreign Obligations, whether such guarantee is now existing or hereafter arising, and as the same may be amended and in effect from time to time.

“JPMC Foreign Obligations” means, collectively, any and all advances to, and debts, liabilities, obligations, covenants and duties of, any and all direct and indirect Foreign Subsidiaries of the Pledgor to JPMorgan Chase Bank, N.A. (or its subsidiaries and Affiliates), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any such Foreign Subsidiary or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“JPMC Foreign Obligations Guarantee” means the Pledgor’s absolute and unconditional guarantee of the JPMC Foreign Obligations, whether such guarantee is now existing or hereafter arising, and as the same may be amended and in effect from time to time.

“Secured Obligations” means, without duplication:  (a) the Credit Agreement Obligations; (b) the obligations of the Pledgor under the HSBC Foreign Obligations Guarantee, not exceeding the applicable Stipulated Foreign Guarantee Amount as in effect from time to time; (c) the obligations of the Pledgor under the JPMC Foreign Obligations Guarantee, not exceeding the applicable Stipulated Foreign Guarantee Amount as in effect from time to time; and (d) all reasonable costs and expenses incurred in connection with enforcement and collection of the foregoing, including the reasonable fees, charges and disbursements of counsel.

“Stipulated Foreign Guarantee Amount” means, as of the date of this Agreement, (a) in the case of the HSBC Foreign Obligations Guarantee, $500,000 and (b) in the case of the JPMC Foreign Obligations Guarantee, $7,500,000.  From time to time during the term of this Agreement, the Lender who is the lender thereunder (or whose subsidiary or other Affiliate is the lender thereunder) and the Pledgor may increase or decrease such Stipulated Foreign Guarantee Amount (for purposes of this Agreement), effective upon (i) prior written notice to the Administrative Agent in the form of Annex A hereto, (ii) acceptance of such notice by the Administrative Agent (which shall not be unreasonably withh eld or delayed) and (iii) in the case of any increase, depositing additional cash in the Cash Collateral Account prior to (or concurrently) with giving effect to such increase in an amount sufficient such that, immediately after giving effect to such increase, the value of funds maintained on deposit in the Collateral Account shall be no less than 105% of the Baseline Amount (inclusive of the amount of such increase).

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

Section 2.Creation of Security Interest.  To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, the Pledgor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of the Pledgor in and to the following (hereinafter referred to collectively as the “Collateral”): (i) the Collateral Account, and all securities, inv estments, funds or interests in funds, money, time deposits or certificates of deposit or equivalent, in whatever currency denominated, and other interests and property now or hereafter held in the Collateral Account, and any and all renewals thereof and replacements therefor; and (ii) all proceeds (as defined in the UCC) of the Collateral Account, whether cash or non-cash.

2

Section 3.Representations and Covenants.

(a)           Ownership.  The Pledgor is the legal and beneficial owner of the Collateral and has the right to pledge, sell, assign or transfer the same.

(b)           Security Interest/Priority.  The Pledgor hereby represents and warrants that the pledge and security interest created in Section 2 hereof is a first priority security interest in favor of the Administrative Agent and shall constitute at all times a valid and perfected security interest in and upon all of the Collateral.  The Pledgor shall not grant a security interest in or permit any security interest upon the Collateral to anyone except the Administrative Agent prior to the termination of this Agreement in accordance with its terms.

(c)           Minimum Deposits in Collateral Account.

(i)           At all times prior to the termination of this Agreement in accordance with its terms, the Pledgor shall cause the value of the funds maintained on deposit in the Collateral Account to be no less than 105% of the Baseline Amount.

(ii)           Notwithstanding clause (i) above, if the Administrative Agent notifies the Pledgor at any time that, as a result of changes in one or more Spot Rates, the funds maintained on deposit in the Collateral Account are less than 100% of the Baseline Amount, then, immediately upon receipt of such notice, the Pledgor shall (A) deposit additional funds into the Collateral Account, (B) prepay the Credit Agreement Obligations and/or Cash Collateralize the L/C Obligations, (C) with the consent of the applicable Lender, reduce the Stipulated Foreign Guarantee Amount; or (D) effect any combination of the forgoing; in any such case in an aggregate amount sufficient to cause the value of the funds maintained on deposit in the Collateral Account to be no less than 105% of the Basel ine Amount.

(iii)           For purposes hereof, "Baseline Amount" means, as of any date of determination, the sum of (A) the Total Revolving Outstandings plus (B) prior to payment in full of the HSBC Foreign Obligations (other than any continuing inchoate indemnity obligations) (and termination of any commitments to make credit extensions thereunder), an amount equal to the then-applicable Stipulated Foreign Guarantee Amount relating thereto plus (C) prior to payment in full of the JPMC Foreign Obligations (other than any continuing inchoate indemnity obligations) (and termination of any commitments to make credit extensions thereunder), an amount equal to the then-applicable Stipulated Foreign Guarantee Amount relating thereto.

(d)           Further Assurances.  The Pledgor shall execute and deliver to the Administrative Agent concurrently with the execution of this Agreement, and at any time or times hereafter at the request of the Administrative Agent, all assignments, conveyances, assignment statements, financing statements, renewal financing statements, security agreements, control agreements, affidavits, notices and all other agreements, instruments and documents that the Administrative Agent may reasonably request, and will execute all necessary endorsements in order to perfect and maintain the security interests and liens granted herein by the Pledgor to the Administrative Agent and in order to fully consummate all of the t ransactions contemplated herein and under the Loan Documents.  In furtherance of the foregoing, the Pledgor hereby appoints the Administrative Agent as its attorney-in-fact for the purpose of making any of the foregoing endorsements and executing any such financing statements, documents and agreements.  The foregoing power of attorney shall be a power coupled with an interest and shall be irrevocable until payment in full of Secured Obligations.  The Pledgor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or

3

supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC.

Section 4.Event of Default

(a)           Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall have, in respect of the Collateral, (i) the right, immediately to set off against the Secured Obligations any and all amounts in the Collateral Account, (ii) any and all of the rights and remedies contained in this Agreement, the other Loan Documents and/or otherwise permitted by Law and (iii) all the rights and remedies of a secured party under the UCC, all of which shall be cumulative to the extent permitted by Law.

(b)           If an Event of Default shall have occurred and be continuing, the Administrative Agent may apply (i) any cash then held by it as Collateral and (ii) the proceeds of any sale or other disposition of all or any part of the Collateral, in each case to the Secured Obligations in the following manner:

First, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the holders of the Secured Obligations under this Agreement and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

Second, pro rata to (a) the outstanding Credit Agreement Obligations (which pro rata share will be applied to the reduction of the Credit Agreement Obligations in the order set forth in Section 9.03 of the Credit Agreement), (b) the outstanding obligations of the Pledgor under the HSBC Foreign Obligations Guarantee, to the extent constituting Secured Obligations and (c) the outstanding obligations of the Pledgor under the JPMC Foreign Obligations Guarantee, to the extent constituting Secured Obligations (in each case, based on the proportion that such then-outstanding Credit Agreement Obligations, such then-outstanding applicable obligations in respect of the HSBC Foreign Obligations Guarantee and such then-outstanding applicable obligations in respect of the JPMC Forei gn Obligations, as the case may be, bears to the aggregate outstanding Secured Obligations); and

Last, the balance, if any, after all of the Secured Obligations (other than any continuing inchoate indemnity obligations) have been indefeasibly paid in full, to the Pledgor or as otherwise required by Law.

Section 5.Miscellaneous.

(a)           Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)           Benefit.  This Agreement shall be binding upon the parties hereto (and, by their acceptance of the benefits hereof, the holders of the Secured Obligations) and their respective successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the parties hereto (and, by their acceptance of the benefits hereof, the holders of the Secured Obligations) and their respective successors and permitted assigns, except

4

that the Pledgor may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and the Lenders.

(c)           Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of executed counterparts of this Agreement by telecopy or pdf shall be effective as an original.

(d)           Severability.  If any provision of any of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

(e)           Other Security; Deficiency.  To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral, or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secure d Obligations or any of the rights of the Administrative Agent or the holders of the Secured Obligations under this Agreement, under any other of the Loan Documents or under any other document relating to the Secured Obligations.  In the event that the proceeds of any sale, collection or realization of the Collateral are insufficient to pay all amounts to which the Administrative Agent or the holders of the Secured Obligations are legally entitled, the Pledgor (to the extent otherwise liable in the absence of this Agreement) shall remain liable for the deficiency, together with interest thereon at the Default Rate, together with the costs of collection and the fees, charges and disbursements of counsel.  Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Pledgor or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

(f)           Rights of Required Lenders.  All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders.

(g)           Amendments.  This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated (other than termination in accordance with subsection (i) below) except in a written instrument executed by the Pledgor and the Administrative Agent and, if prior to payment in full of the Credit Agreement Obligations (other than any continuing inchoate indemnity obligations) (and termination of all Revolving Commitments), the Lenders.  Nothing in this subsection (g) shall alter the rights of the Administrative Agent under Section 10.06 of the Credit Agreement (Resignation of the Administrative Agent).

(h)           Release of Excess Amounts in Collateral Account.  From time to time prior to the termination of this Agreement, so long as no Event of Default exists, upon request of the Pledgor, the Administrative Agent shall instruct the depository bank with respect to the Collateral Account to distribute amounts in the Collateral Account that are in excess of the amount required to be maintained pursuant to Section 3(c) hereof to the Pledgor.

(i)           Termination.

5

(i)           This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until such time as:  (1) the Credit Agreement Obligations (other than any continuing inchoate indemnity obligations) have been paid in full and all commitments in respect thereto have been terminated ("CAO Termination"); or, if earlier, (2) the Cash Collateral Termination Date has occurred ("CCTD Termination").  At such time, this Agreement and the security interests granted hereunder shall be automatically terminated and the Administrative Agent shall, at the expense of the Pledgor, forthwith execute and deliver a ll documents reasonably requested by the Pledgor evidencing such termination.

(ii)           Notwithstanding clause (i) above, in the case where termination otherwise would  occur by virtue of a CAO Termination prior to a CCTD Termination, then this Agreement shall not then terminate and instead shall continue upon the terms, and subject to the conditions, contained in this clause (ii).  For this clause (ii) to apply, such CAO Termination must be prior to (x)  payment in full of the HSBC Foreign Obligations (other than any continuing inchoate indemnity obligations) and termination of any commitments to make credit extensions thereunder, and (y)  payment in full of the JPMC Foreign Obligations (other than any continuing inchoate indemnity  obligations) and terminat ion of any commitments to make credit extensions thereunder.  In addition, not later than the time of such CAO Termination, the Lender who is the lender thereunder (or whose subsidiary or other Affiliate is the  lender thereunder) must give the Pledgor and the Administrative Agent notice of continuation.  If both foreign facilities still are outstanding, then each such applicable Lender may give such notice of continuation.  In the case where either or both such Lenders give such notice of continuation, such requesting Lender (or such  requesting Lenders, jointly) (A) upon such CAO Termination, automatically shall assume all rights and responsibilities of the Administrative Agent hereunder (and the existing Administrative Agent shall automatically be released from its rights and responsibilities hereunder), (B) shall designate a new collateral agent for purposes  of this Agreement, and (C) shall designate an account into which the amounts in the Col lateral Account  (after giving effect to any release requested by the Pledgor under Section 5(h) hereof) shall be  transferred.  If such replacement and such transfer shall not have occurred within two Business  Days after the day on which this Agreement otherwise would have terminated but for this clause  (ii), then this clause (ii) automatically shall cease to apply and this Agreement automatically shall  terminate pursuant to clause (i) above.

(iii)           If this Agreement does not terminate by virtue of the application of clause (ii) of  this subsection, then promptly thereafter the Pledgor and the replacement collateral agent shall  negotiate in good faith for the purpose of amending this Agreement to reflect its continuing  applicability only to the HSBC Foreign Obligations Guarantee and/or the JPMC Foreign  Obligations Guarantee, as the case may be.

(j)           Concerning the Administrative Agent.

(i)           The obligations of the Administrative Agent hereunder to the holders of HSBC Foreign Obligations and/or JPMC Foreign Obligations shall be limited solely to (A) holding Collateral for the ratable benefit of such holders for so long as (1) any HSBC Foreign Obligations and/or JPMC Foreign Obligations remain outstanding and (2) any Credit Agreement Obligations are secured by such Collateral, (B) subject to the instructions of the Required Lenders, enforcing the rights of the holders of Secured Obligations hereunder in respect of Collateral and (C) distributing any proceeds received by the Administrative Agent from the sale, collection or realization of the Collateral to the holders of Secured Obligations in accordance

6

with the terms of this Agreement.  No holder of HSBC Foreign Obligations and/or JPMC Foreign Obligations (in its capacity as such) shall be entitled to exercise (or to direct the Administrative Agent to exercise) any rights or remedies hereunder with respect to the Secured Obligations, including without limitation the right to receive any payments, enforce any Liens, request any action, institute proceedings, give any instructions, make any election, notice account debtors, make collections, sell or otherwise foreclose on any portion of the Collateral or execute any amendment, supplement, or acknowledgment hereof.  This Agreement shall not create any liability of the Administrative Agent or the Lenders to the holders of HSBC Foreign Obligations and/or JPMC Foreign Obligations by reason of actions taken with respect to the creation, perfection or continuation of Liens on the Collateral, actions with respect to the occurrence of an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral or actions with respect to the collection of any claim for all or any part of the Secured Obligations from any account debtor, guarantor or any other party or the valuation, use or protection of the Collateral.

(ii)           The Administrative Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Agreement, except, as expressly provided by the terms and conditions of this Agreement.  The Administrative Agent may take, but shall have no obligation to take, any and all such actions under this Agreement or otherwise as it shall deem to be in the best interests of the holders of the Secured Obligations in order to maintain the Collateral and protect and preserve the Collateral and the rights of the holders of the Secured Obligations hereunder.

(iii)           The Administrative Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein.  The Administrative Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of the Pledgor to the Collateral, as to the security afforded by this Agreement or, as to the validity, execution, enforceability, legality or sufficiency of this Agreement, and the Administrative Agent shall incur no liability or responsibility in respect of any such matters.  The Administrative Agent shall not be required to ascertain or inquire as to the performance by the Pledgor or any of its Affiliates of the Secured Obligations.

(iv)           The Administrative Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral.  The Administrative Agent shall have no duty to the holders of the Secured Obligations as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it.

(v)           The Administrative Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or willful misconduct.

(vi)           The Administrative Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until

7

the Administrative Agent shall have received a notice of Event of Default or a notice from any of the Pledgor or the Lenders to the Administrative Agent in its capacity as Administrative Agent indicating that an Event of Default has occurred.  The Administrative Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it.

[Remainder of Page Blank.  Signature Pages Follow.]

8

The Pledgor has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

PLEDGOR		VOLT INFORMATION SCIENCES, INC., a New York corporation
		By:	/s/ Jack Egan
		Name:	Jack Egan
		Title:	Senior Vice President & CFO
Accepted and agreed as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Roberto Salazar
Name:	Roberto Salazar
Title:	Assistant Vice President

9

ANNEX A

INCREASE OF STIPULATED FOREIGN GUARANTEE AMOUNT

To:	Bank of America, N.A., as Administrative Agent
Re:	Security Agreement, dated as of May 11, 2010, by and between Volt Information Sciences, Inc. (the “Pledgor”), and Bank of America, N.A. in its capacity as administrative agent (the “Administrative Agent”).

Reference is made to the Security Agreement, the defined terms of which are incorporated herein by reference.

As contemplated by the Security Agreement, [INSERT NAME OF LENDER] (the “Lender”) and the Pledgor hereby request that the Stipulated Foreign Guarantee Amount with respect of the [HSBC][JPMC] Foreign Obligations Guarantee be increased by $____________ [INSERT REQUESTED INCREASE AMOUNT] (the “Increase Amount”), which shall increase the Stipulated Foreign Guarantee Amount with respect of the [HSBC][JPMC] Foreign Obligations Guarantee from $__________________ [INSERT EXISTING AMOUNT] to $__________________ [INSERT NEW AMOUNT].

The Pledgor and the Lender represent to the Administrative Agent that as of the date hereof, no advances or extensions of credit have been made by the Lender (or any of its subsidiaries or Affiliates) to the Pledgor (or any of its subsidiaries or Affiliates) in respect of the Increase Amount.

The Pledgor hereby agrees, as a condition precedent to the effectiveness of this agreement, to deposit $____________ [INSERT AMOUNT NECESSARY SO THAT AFTER GIVING EFFECT TO SUCH DEPOSIT, THE BALANCE OF THE COLLATERAL ACCOUNT IS AT LEAST 105% OF THE NEW BASELINE AMOUNT] in the Collateral Account.

Upon confirmation by the Administrative Agent that such funds have been deposited in the Collateral Account, the Stipulated Foreign Guarantee Amount with respect of the [HSBC][JPMC] Foreign Obligations Guarantee shall be immediately increased to $____________ [INSERT NEW AMOUNT].

This the _____ day of _________________, ________.

VOLT INFORMATION SCIENCES, INC.	[LENDER]
By: ________________________________ Name: Title:	By: ________________________________ Name: Title:

Accepted and agreed this ____ day of ____________, _______.

BANK OF AMERICA, N.A., as Administrative Agent

By: ________________________________

Name:

Title:

 10

EX-99.1 7 ex99-105102010.htm PRESS RELEASE DATED MAY 11, 2010

Exhibit 99.1

VOLT INFORMATION SCIENCES REPORTS AMENDMENTS
TO CREDIT AGREEMENTS

New York, New York, May 11, 2010 – Volt Information Sciences, Inc. (NYSE: VOL) today reported that it has entered into amendments to the agreements for its $150 million accounts receivable securitization program and $42 million bank credit facility.

The amendments extend the time for delivery of the Company’s audited financial statements for its fiscal year ended November 1, 2009 to the date those financial statements are filed with the Securities and Exchange Commission but no later than December 31, 2010. The Company has previously reported that it is in the process of restating its financial statements for its 2009 and 2008 fiscal years and possibly earlier periods, and that the lenders under these facilities had granted an extension to provide the required fiscal 2009 audited financial statements until May 10, 2010.  No amendments were required to any of the Company’s or any subsidiary’s other credit facilities.

On May 2, 2010, the Company’s total consolidated borrowings were approximately $83 million.  Under the $150 million accounts receivable securitization program, $50 million was drawn.  Under the $42 million bank credit facility, $17 million of foreign currency borrowings were outstanding in addition to a $3 million of letter of credit.  The Company’s consolidated cash and cash equivalents, excluding restricted cash, were more than $100 million.

In the amendment to the bank credit facility, the Company has agreed to temporarily maintain cash collateral at the administrative agent for the bank lenders equal to 105%, which is currently $21 million, of outstanding obligations until the termination of the bank credit facility and repayment by the Company of all of its obligations thereunder or, if earlier, the date the Company has delivered to the lenders all required financial statements, including its audited fiscal 2009 and 2010 consolidated financial statements, is in compliance with the bank credit facility’s financial covenants and has pledged to the bank lenders 100% of the issued and outstanding equity of Volt Funding Corp., a wholly-owned special purpose subsidiary under the securitization program. As long as the cash collateral is maintained, the Company will not be required to comply with the financial covenants contained in the bank credit facility agreement.

The securitization program does not contain financial covenants and no additional collateral is being provided thereunder.  Under the securitization program, accounts receivable related to the United States operations of the staffing solutions business of the Company and certain of its subsidiaries are sold from time-to-time to Volt Funding Corp., which, in turn, sells an undivided percentage ownership interest in the pool of receivables to a commercial paper conduit.  The Company retains the servicing responsibility for the accounts receivable.

Jack Egan, Volt’s Chief Financial Officer, stated: “The restatement process has taken longer to complete than we had originally anticipated.  As part of our reexamination process, we are reviewing our financial statements to determine whether any additional adjustments are necessary beyond those already indentified in our Computer Systems segment. We are continuing to work expeditiously to complete the restatement, but still cannot predict when we will complete the process.  With over $100 million of cash and $100 million available under our accounts receivable securitization program even after depositing the cash collateral we have ample liquidity to meet all of our anticipated needs.  We appreciate the understanding and continued support of our credit suppliers and customers.”

About Volt Information Sciences, Inc. Volt Information Sciences, Inc. is a leading provider of global infrastructure solutions in technology, information services and staffing acquisition for its FORTUNE 100 customer base. Operating through an international network of servicing locations, the staffing segment fulfills IT, engineering, administrative, and industrial workforce requirements of its customers, for both professional search and temporary/contingent personnel as well as managed services programs and Recruitment Process Outsourcing (RPO) services. Technology infrastructure services include telecommunications engineering, construction, and installation; central office services; and IT managed services and maintenance. Information-based services are primarily directory assistan ce, operator services, database management, and directory printing. Visit www.volt.com.

This press release contains forward-looking statements which are subject to a number of known and unknown risks, including general economic, competitive and other business conditions, the degree and timing of customer utilization and rate of renewals of contracts with the Company, that could cause actual results, performance and achievements to differ materially from those described or implied in the forward-looking statements. Information concerning these and other factors that could cause actual results to differ materially from those in the forward- looking statements is contained in Company reports filed with the Securities and Exchange Commission.

Contact:

Ron Kochman

Volt Information Sciences

voltinvest@volt.com

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Exhibit 99.1

VOLT INFORMATION SCIENCES REPORTS AMENDMENTS
TO CREDIT AGREEMENTS

New York, New York, May 11, 2010 – Volt Information Sciences, Inc. (NYSE: VOL) today reported that it has entered into amendments to the agreements for its $150 million accounts receivable securitization program and $42 million bank credit facility.

The amendments extend the time for delivery of the Company’s audited financial statements for its fiscal year ended November 1, 2009 to the date those financial statements are filed with the Securities and Exchange Commission but no later than December 31, 2010. The Company has previously reported that it is in the process of restating its financial statements for its 2009 and 2008 fiscal years and possibly earlier periods, and that the lenders under these facilities had granted an extension to provide the required fiscal 2009 audited financial statements until May 10, 2010.  No amendments were required to any of the Company’s or any subsidiary’s other credit facilities.

On May 2, 2010, the Company’s total consolidated borrowings were approximately $83 million.  Under the $150 million accounts receivable securitization program, $50 million was drawn.  Under the $42 million bank credit facility, $17 million of foreign currency borrowings were outstanding in addition to a $3 million of letter of credit.  The Company’s consolidated cash and cash equivalents, excluding restricted cash, were more than $100 million.

In the amendment to the bank credit facility, the Company has agreed to temporarily maintain cash collateral at the administrative agent for the bank lenders equal to 105%, which is currently $21 million, of outstanding obligations until the termination of the bank credit facility and repayment by the Company of all of its obligations thereunder or, if earlier, the date the Company has delivered to the lenders all required financial statements, including its audited fiscal 2009 and 2010 consolidated financial statements, is in compliance with the bank credit facility’s financial covenants and has pledged to the bank lenders 100% of the issued and outstanding equity of Volt Funding Corp., a wholly-owned special purpose subsidiary under the securitization program. As long as the cash collateral is maintained, the Company will not be required to comply with the financial covenants contained in the bank credit facility agreement.

The securitization program does not contain financial covenants and no additional collateral is being provided thereunder.  Under the securitization program, accounts receivable related to the United States operations of the staffing solutions business of the Company and certain of its subsidiaries are sold from time-to-time to Volt Funding Corp., which, in turn, sells an undivided percentage ownership interest in the pool of receivables to a commercial paper conduit.  The Company retains the servicing responsibility for the accounts receivable.

Jack Egan, Volt’s Chief Financial Officer, stated: “The restatement process has taken longer to complete than we had originally anticipated.  As part of our reexamination process, we are reviewing our financial statements to determine whether any additional adjustments are necessary beyond those already indentified in our Computer Systems segment. We are continuing to work expeditiously to complete the restatement, but still cannot predict when we will complete the process.  With over $100 million of cash and $100 million available under our accounts receivable securitization program even after depositing the cash collateral we have ample liquidity to meet all of our anticipated needs.  We appreciate the understanding and continued support of our credit suppliers and customers.”

About Volt Information Sciences, Inc. Volt Information Sciences, Inc. is a leading provider of global infrastructure solutions in technology, information services and staffing acquisition for its FORTUNE 100 customer base. Operating through an international network of servicing locations, the staffing segment fulfills IT, engineering, administrative, and industrial workforce requirements of its customers, for both professional search and temporary/contingent personnel as well as managed services programs and Recruitment Process Outsourcing (RPO) services. Technology infrastructure services include telecommunications engineering, construction, and installation; central office services; and IT managed services and maintenance. Information-based services are primarily directory assistan ce, operator services, database management, and directory printing. Visit www.volt.com.

This press release contains forward-looking statements which are subject to a number of known and unknown risks, including general economic, competitive and other business conditions, the degree and timing of customer utilization and rate of renewals of contracts with the Company, that could cause actual results, performance and achievements to differ materially from those described or implied in the forward-looking statements. Information concerning these and other factors that could cause actual results to differ materially from those in the forward- looking statements is contained in Company reports filed with the Securities and Exchange Commission.

Contact:

Ron Kochman

Volt Information Sciences

voltinvest@volt.com