SECOND AMENDMENT TO SECOND LIEN CREDIT
AGREEMENT
THIS
SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, dated as of April
29, 2008 (this “ Amendment ”), is by and among
BUTLER SERVICE GROUP, INC., a New Jersey corporation (“the
“ Borrower ”), certain financial institutions
party to the Credit Agreement referred to below (the “
Lenders ”), and MONROE CAPITAL MANAGEMENT ADVISORS, in
its capacity as agent for the Lenders (“ Agent
”).
BACKGROUND
A. Borrower,
the Lenders, Agent and the other Credit Parties signatory thereto,
are parties to that certain Second Lien Credit Agreement dated as
of August 29, 2007 (as amended, restated, supplemented or otherwise
modified and in effect from time to time, the “ Credit
Agreement ”).
B. The
Borrower, the Agent and the Lenders wish to amend the Credit
Agreement on the terms and conditions set forth below.
AGREEMENT
NOW
THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as
follows:
SECTION
1. DEFINED TERMS . Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings given to them
in the Credit Agreement.
SECTION
2. AMENDMENTS . Upon the Effective Date, clause (d) of Annex
G to the Credit Agreement is deleted in its entirety.
SECTION
3. COOPERATION . Borrower agrees to cooperate in good faith
with the Agent during the Forbearance Period (as defined below),
including without limitation, by providing such information as the
Agent may reasonable request in a timely manner and making officers
of the Borrower available at reasonable times for discussions with
the Agent and the Lenders.
SECTION
4. AGREEMENT TO FORBEAR .
(a) For
purposes of this Section 4, the following terms have the meanings
set forth below:
(i) “
Forbearance Default ” means (i) the occurrence of any
Default or Event of Default under Section 8.1(g), (h), (i), (k) or
(1) of the Credit Agreement, (ii) any representation made by
Borrower under or in connection with this Agreement shall prove to
be false in any material respect as of the date when made, (iii)
the Borrower shall fail to comply with the terms of Section 3 of
this Agreement, (iv) any fraud by the Borrower or any of its
Subsidiaries shall be discovered by or come to the attention of the
Agent, or (v) the exercise by the First Lien Agent of any rights or
remedies under the First Lien Credit Agreement or any other First
Lien Loan Document.
(ii)
“ Forbearance Period ” means the period
beginning on the date of the occurrence of any Event of Default
that may exist on the date hereof or may occur after the date
hereof (in each case, other than a Forbearance Default) and prior
to the Forbearance Termination Date and ending on the Forbearance
Termination Date.
(iii) “
Forbearance Termination Date ” means the earlier to
occur of (i) 5:00 p.m. (Chicago time) on May 30, 2008, and (ii) the
date upon which a Forbearance Default occurs.
(b) Solely
during the Forbearance Period, the Agent and Lenders hereby agree
to forbear from exercising any of their rights and remedies against
the Borrower and the Guarantors that may exist by virtue of any
Event of Default under the Credit Agreement or any of the other
Loan Documents.
(c) Nothing
in this Agreement shall be construed as a waiver of or acquiescence
to any Event of Default, which Event of Default shall continue in
existence notwithstanding the agreement of the Agent and Lenders,
as set forth herein, to forbear in the exercise of rights and
remedies against Borrower and the Guarantors on the terms and for
the period set forth herein. Except as expressly provided herein,
the execution and delivery of this Agreement shall not: (i)
constitute an extension, modification, or waiver of any term or
aspect of the Credit Agreement or the other Loan Documents; (ii)
extend the terms of the Credit Agreement or the due date of any of
the Obligations; (iii) give rise to any obligation on the part of
the Agent or Lenders to extend, modify or waive any term or
condition of the Credit Agreement or any of the other Loan
Documents; or (iv) give rise to any defenses or counterclaims to
the right of the Agent or Lenders
