Exhibit 10.2
March 20, 2009
Butler Service
Group, Inc.
110 Summit
Avenue
Montvale, NJ
07645
Attn: Ron
Uyematsu
SIDE LETTER
Re:
Participation Agreement
Ladies and
Gentlemen:
Reference is made to that certain (i) Third
Amended and Restated Credit Agreement, dated as of August 29, 2007
(including, all annexes, exhibits and schedules thereto, and as
amended, supplemented or otherwise modified from time to time, the
“ Credit Agreement ”), by and among Butler
Service Group, Inc. (the “ Borrower ”), the
other Credit Parties signatory thereto (the Credit Parties together
with the Borrower, individually and collectively “ You
” or “ Your ”), General Electric Capital
Corporation (“ GECC ”), as a Lender and Agent
for Lenders (in such capacity, the “ Agent ”),
and the other Lenders signatory thereto from time to time, and (ii)
Forbearance Agreement, dated as of March 20, 2009, by and among
Borrower, the other Credit Parties signatory thereto and Agent (as
amended, supplemented or otherwise modified from time to time, the
“ Forbearance Agreement ”). Unless
otherwise defined herein, capitalized terms used herein shall have
the respective meanings provided in the Credit
Agreement.
In connection with, and as consideration for the
Lenders agreeing to enter into, the Forbearance Agreement, You
agree to deliver to Agent
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