Exhibit 10.1
SIXTEENTH AMENDMENT AND LIMITED WAIVER TO
CREDIT AGREEMENT
SIXTEENTH AMENDMENT AND LIMITED WAIVER, dated as of
April 30, 2007, 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.
W I
T N
E S
S E
T H
:
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 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 . (a)
Agent and Lenders hereby waive, as of the Amendment Effective Date
(as defined herein), all Defaults and Events of Default arising
solely from Borrower’s failure to comply with its covenants
to deliver to Agent and Lenders: (i) prior to March 21, 2007, the
Restated Financial Statements, the 2005 Year End Financial
Information and the 2006 Fiscal Quarter Financial Information
required to be delivered pursuant to Section 4.1(a) and
clause (q) of
Annex E of the Credit
Agreement; and (ii) within 90 days after the end of the Fiscal Year
ended December 31, 2006, the annual Financial Statements,
certifications, statements, reports, letters and all other
documentation required to be delivered pursuant to
Section 4.1(a) and clause (d) of Annex E of the Credit Agreement in respect of the Fiscal Year ended
December 31, 2006.
(b)
Agent and Lenders hereby waive, as of the Amendment
Effective Date, all Defaults and Events of Default arising solely
from Borrower’s failure to comply with its covenant to
deliver to Agent and Lenders within 30 days after the end of the
Fiscal Month ended March 31, 2007, the monthly financial
information and all other documentation required to be
delivered pursuant to Section 4.1(a) and
clause (a) of
Annex E of the Credit
Agreement in respect of the Fiscal Month ended March 31, 2007 (the
“ March 2007 Financial
Information ”);
provided , that
Borrower shall be required to deliver to Agent the March 2007
Financial Information on or prior to May 10, 2007. Failure to
deliver the March 2007 Financial Information by May 10, 2007 shall
constitute an immediate Event of Default.
3.
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:
(i)
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) is within such Person’s
organizational power; (b) has been duly authorized by all necessary
or proper corporate and shareholder action; (c) does not contravene
any provision of such Person’s charter or bylaws or
equivalent organizational documents; (d) does not violate any law
or regulation, or any order or decree of any court or Governmental
Authority; (e) does not conflict with or result in the breach or
termination of, constitute a default under or accelerate or permit
the acceleration of any performance required by, any indenture,
mortgage, deed of trust, lease, agreement or other instrument to
which such Person is a party or by which such Person or any of its
property is bound; (f) does not result in the creation or
imposition of any Lien upon any of the property of such Person
other than those in favor of Agent pursuant to the Loan Documents;
and (g) does not require the consent or approval of any
Governmental Authority or any other Person.
(ii)
This Amendment has been duly executed and delivered
by or on behalf of each of Holdings, Borrower and the other Credit
Parties.
(iii) Each of this Amendment and the Amended Credit Agreement
constitutes a
