CONSENT AND WAIVER TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT
THIS CONSENT AND WAIVER TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of December 7, 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 December 31, 2007.
SECTION 3.
LIMITED 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 the Company has not furnished to
Agent 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 and the Officer’s
Certificate.
SECTION 4.
EXPENSES . Borrower
hereby reconfirms its obligations pursuant to Sections 1.9 and
11.3 of the Credit
Agreement to pay and reimburse Agent, for
