Exhibit 10.82
CONSENT AND WAIVER TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT
THIS CONSENT AND WAIVER TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of October 31, 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 GENERAL ELECTRIC
CAPITAL CORPORATION, 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 Third
Amended and Restated 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 Agent (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 Agent on or before November 30,
2007.
SECTION 3. WAIVER . 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 Agent by November 30, 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. EXPENSES . Borrower hereby reconfirms
its obligations pursuant to Sections
1.9 and 11.3 of the Credit Agreement to pay
and reimb
