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Second Amendment To Second Lien Credit Agreement

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Governing Law: New York     Date: 5/6/2008
Industry: Business Services     Law Firm: Winston Strawn     Sector: Services

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          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 ”).


          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.


          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.


                    (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 to compel payment of the Obligations or to otherwise enforce their rights and remedies under the Credit Agreement and the other Loan Documents. Except as expressly limited herein, the Agent and Lenders hereby expressly reserve all of their rights and remedies under the Loan Documents and under applicable law with respect to the Pending Event of Default. From and after the Forbearance Termination Date, the Agent and Lenders shall be entitled to enforce the Loan Documents according to the terms of the Loan Documents.

          SECTION 5. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT . This Agreement shall become effective upon the date that Borrower, Agent and the Requisite Lenders shall have executed and delivered this Agreement; provided that Section 2 hereof shall

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