TWELFTH AMENDMENT AND LIMITED
WAIVER TO CREDIT AGREEMENT
TWELFTH
AMENDMENT AND LIMITED WAIVER, dated as of November 30, 2005,
to the Credit Agreement referred to below (this “
Amendment ”) among BUTLER INTERNATIONAL, INC., a
Maryland corporation (“ Holdings ”), BUTLER
SERVICE GROUP, INC., a New Jersey corporation, as Borrower (the
“ Borrower ”); the other Credit Parties
signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (in its individual capacity, “ GE Capital
”), for itself, as Lender, and as Agent for Lenders (“
Agent ”) and the other Lenders signatory hereto from
time to time.
WHEREAS,
Borrower, the other Credit Parties signatory thereto, Agent, and
Lenders signatory thereto are parties to that certain Second
Amended and Restated Credit Agreement, dated as of
September 28, 2001 (including all annexes, exhibits and
schedules thereto, and as amended, restated, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”); and
WHEREAS,
Agent and Lenders have agreed to amend the Credit Agreement and to
waive certain violations of the Credit Agreement in the manner, and
on the terms and conditions, provided for herein.
NOW
THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereby agree as
follows:
1.
Definitions . Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in Annex A of the
Credit Agreement.
2.
Limited Waiver . Agent and Lenders hereby waive, as of the
Amendment Effective Date (as defined below) all defaults and Events
of Default arising solely from Borrower’s failure to comply
with:
(a) its
covenant to deliver to Agent and Lenders within 45 days after
the end of the Fiscal Quarter ended September 30, 2005 the
quarterly financial information, certifications, management
discussion and analysis and all other documentation required to be
delivered pursuant to Section 4.1(a) and clause
(b) of Annex E of the Credit Agreement in respect of the
Fiscal Quarter ended September 30, 2005 (collectively, the
“ Third Quarter Financial Information ”);
provided that Borrower shall be obligated to provide to
Agent and Lenders the Third Quarter Financial Information by no
later than December 12, 2005;
(b) the
Financial Covenant referenced in Section 6.10 of the
Credit Agreement and set forth in clause (d) of Annex
G (Minimum Interest Coverage Ratio) of the Credit Agreement for
Fiscal Quarter ended September 30, 2005; and
(c) the
Financial Covenant referenced in Section 6.10 of the
Credit Agreement and set forth in clause (e) of Annex
G (Maximum Leverage Ratio) of the Credit Agreement for the
Fiscal Quarter ended September 30, 2005.
3.
Consent . Borrower has informed Agent that it intends to
foreclose on its interests in Chief Executive Magazine, Inc. (the
“ Proposed Transaction ”). Borrower has
requested that, notwithstanding the provisions of
Section 6.8 of the Credit Agreement which would
otherwise prohibit the Proposed Transaction absent the consent of
Agent and Lenders, Agent and Lenders consent to the Proposed
Transaction; provided that (a) Borrower shall apply the
proceeds, if any, from the Proposed Transaction to prepay the Loans
in accordance with Section 1.3(b)(ii) of the Credit
Agreement and (b) Agent shall have a first priority perfected
security interest in any assets acquired pursuant to such
foreclosure, subject only to Permitted Encumbrances.
4.
Amendments to Annex A of the Credit Agreement .
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(a)
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Annex A of the Credit Agreement is hereby
amended as of the Amendment Effective Date by adding the following
definition in the appropriate alphabetical order:
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“’ Twelfth Amendment
Effective Date ’ means the date on which each of the
conditions to effectiveness of the Twelfth Amendment to this
Agreement have been satisfied or waived to the satisfaction of the
Agent.”
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(b)
Annex A of the Credit Agreement is hereby further amended as
of the Amendment Effective Date by deleting the language
“July 1, 2006” in clause (a) of the
definition of “ Commitment Termination Date ”
and substituting in lieu thereof the language
“October 1, 2006”.
5.
Amendment to Annex E of Credit Agreement . Annex E of
the Credit Agreement is hereby amended as of the Amendment
Effective Date by adding the following new clause (p)
immediately following clause (o) thereof:
”(p)
Weekly Status Reports . To Agent, on or prior to 1:00 p.m.
(New York time) on each Thursday following the Twelfth Amendment
Effective Date, a detailed status report setting forth the
Borrower’s efforts to refinance in full in cash the
Obligations and sell the Montvale Property, and such other
information as may be reasonably requested by Agent, in each case
in form and substance reasonably satisfactory to
Agent.”
6.
Representations and Warranties . To induce Agent and Lenders
to enter into this Amendment, each of Holdings and Borrower makes
the following representations and warranties to Agent and
Lenders:
(a) The
execution, delivery and performance of this Amendment and the
performance of the Credit Agreement, as amended by this Amendment
(the “ Amended Credit Agreement ”) by Borrower
and the other Credit Parties: (a
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