CONSENT AND WAIVER TO SECOND LIEN CREDIT
AGREEMENT
THIS CONSENT AND WAIVER TO SECOND LIEN CREDIT
AGREEMENT, dated as of December 1, 2007 (this "
Waiver "), 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.
Borrower has requested the Agent and Lenders to
enter into this Waiver in order to waive compliance with certain
provisions of the Credit Agreement, and the Lenders are agreeable
to the same subject to the terms and conditions set forth
herein.
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.
CONSENT . Agent and
Requisite Lenders hereby consent to the Borrower not furnishing to
each Lender (i) the annual Financial Statements, certifications,
statements, reports, letters and other documentation required
by Section 4.1(a) and clause (q) of Annex E of the Credit Agreement for the Fiscal Year ended December 31,
2006 (the " Audited Financials
") and (ii) the Officer's Certificate required
by clause (d)(v) of Annex E of the Credit Agreement to be delivered concurrently with such
Audited Financials (the " Officer's
Certificate "), in each case, on or prior
to November 1, 2007; provided
, that the Audited Financials and the Officer's
Certificate are furnished by the Borrower to each Lender on or
before December 31, 2007.
SECTION 3. WAIVER OF DEFAULT OR EVENT OF DEFAULT . Agent and Requisite Lenders hereby waive any Default or Event
of Default under Section 8.1(c)
or 8.1(e)
of the Credit Agreement solely to the extent that
such Default or Event of Default is due to the failure of the
Company to timely deliver (i) the Officer's Certificate and the
Audited Financials pursuant to the terms of the Credit Agreement
and/or (ii) the Audited Financials and any related officer's
certificates required under any other document to be delivered
concurrently therewith pursuant to the terms of any other document
evidencing or securing Indebtedness; provided , that such waiver shall
cease to be effective and such Defaults and Events of Default shall
be reinstated if Company has not furnished to Lenders by December
31, 2007 (a) the Audited Financials and (b) the Officer's
Certificate stating that no Default or Event of Default is
continuing after giving effect to this Waiver and delivery of the
Audited Financials.
SECTION 4.
WAIVER OF FEE . Agent
and Requisite Lenders hereby waive any fees under
Section 1.9 (c) of the
Credit Agreement solely to the extent that such fee is due to the
failure of the Company to timely deliver (i) the Officer's
Certificate and the Audited Financials pursuant to the terms
of
the Credit Agreement and/or (ii) the Audited
Financials and any related officer's certificates required under
any other document to be delivered concurrently therewith pursuant
to the terms of any other document evidencing or securing
Indebtedness; provided
, that such waiver shall cease to be effective and
such fee shall be reinstated if Company has not furnished to
Lenders by December 31, 2007 (a) the Audited Financials and (b) the
Officer's Certificate stating that no Default or Event of Default
is continuing after giving effect to this Waiver and delivery of
the Audited Financials.
SECTION 5. COSTS AND
EXPENSES . Borrower agrees to pay all
reasonable costs and expenses of Agent in connection with the
negotiation, preparation, printing, typing, reproduction, execution
and delivery of this Waiver and all other documents furnished
pursuant hereto or in connection herewith, including without
limitation, the reasonable fees and out-of-pocket expenses of
Winston & Strawn LLP, special counsel to Agent, as well as
other attorney costs, indepe
