Exhibit 2.4
AMENDMENT NO. 3 TO THE ASSET
PURCHASE AGREEMENT
AMENDMENT NO.
3, dated June 24, 2009 (this “ Amendment ”) to
the ASSET PURCHASE AGREEMENT (as amended, the “ Purchase
Agreement ”), dated as of May 29, 2009, as amended by
Amendment No. 1 to the Purchase Agreement, dated June 11, 2009 and
as amended by Amendment No. 2 to the Purchase Agreement, dated June
12, 2009, in each case, by and among Butler International, Inc, a
Maryland corporation (“ Butler ”), the Sellers
set forth on the signature page thereto (collectively with Butler,
the “ Sellers ”) and Butler America LLC, a
Delaware limited liability company (“ Buyer
”).
RECITALS
WHEREAS,
capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement;
and
WHEREAS, the
parties to the Purchase Agreement have determined that it is
advisable to further amend the Purchase Agreement; and
WHEREAS,
Section 13.4 of the Purchase Agreement provides that the
Purchase Agreement may be amended by execution of a written
instrument executed by the parties thereto; and
WHEREAS,
pursuant to Section 1.3.3 of the Purchase Agreement, Buyer
may designate in writing any Executory Contract as a Contract to be
assumed by it pursuant to the Purchase Agreement (the “
Assumed Contracts ”); and
WHEREAS,
Sellers have previously prepared a schedule that was filed with the
Bankruptcy Court on June 12, 2009, and is attached hereto as
Annex A (the “ Original Cure Cost Schedule
”), setting forth the monetary amounts that must be paid and
nonmonetary obligations that otherwise must be satisfied, including
pursuant to Section 365(b)(1)(A) and (B) of the Bankruptcy Code, in
order for Buyer to assume Sellers’ Executory Contracts
pursuant to the Purchase Agreement (“ Undisputed
Cure Costs ”); and
WHEREAS,
pursuant to Section 1.3.3 of the Purchase Agreement, Buyer
has agreed to pay at Closing any Undisputed Cure Costs associated
with the assumption of any Assumed Contracts and has agreed to
escrow or otherwise secure payment of any Disputed Cure Costs
associated with such Assumed Contracts; and
WHEREAS,
notwithstanding anything contained in the Original Cure Cost
Schedule to the contrary, Sellers have represented to Buyer that
there exists no Undisputed Cure Cost or Disputed Cure Cost
(together, “ Cure Costs ”) associated with the
employee benefit plans of Sellers set forth on the schedule
attached hereto as Annex B (the “ Schedule of
Benefit Plans ”); and
