Exhibit 10.2  


THIRD AMENDMENT TO
SECOND LIEN CREDIT AGREEMENT  


          THIS
THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, dated as of May 28, 2008 (this “Amendment”), 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 LLC, 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.        The Borrower, the Agent and the
Lenders wish to
amend the Credit Agreement on the
terms and conditions set forth below.


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. AMENDMENTS. Upon the Effective Date,
Section 8.1 (a) of the Credit Agreement shall be amended and restated in its
entirety as follows:


	
 

	
 

	
 


	
 

	
(a)
      Borrower (i) fails to make any payment of
 principal of, or interest on, or
 Fees owing in respect of, the Loans or any of the other Obligations within 5
 Business Days of the date when due and payable, or (ii) fails to pay or reimburse Agent or Lenders for any expense
 reimbursable hereunder or under any
 other Loan Document within 10 days following Agent’s demand for such reimbursement or payment of expenses.

	
 





          SECTION 3. COOPERATION. Borrower agrees to cooperate
in good faith with the Agent during the Forbearance Period (as defined below),
including without limitation, by providing
such information as the Agent may reasonable request in a timely manner and
making officers of the Borrower
available at reasonable times for discussions with the Agent and the Lenders.


          SECTION
4. AGREEMENT TO FORBEAR.


	
 

	
 

	
 


	
 

	
(a)
      For purposes of this Section 4, the following
 terms have the meanings set forth
 below:











                    (i)
     “Forbearance Default” means (i) the occurrence of
any Default or Event of Default
under Section 8.1(g), (h), (i), (k) or (1) of the Credit Agreement, (ii) any
representation made by Borrower under
or in connection with this Agreement shall prove to be false in any material
respect as of the date when made, (iii) the Borrower shall fail to comply with
the terms of Section 3 of this
Agreement, (iv) any fraud by the Borrower or any of its Subsidiaries shall be discovered by or come to the attention of the
Agent, or (v) the exercise by the First Lien Agent of any rights or remedies under the First Lien
Credit Agreement or any other First Lien Loan Document. 



                    (ii)
     “Forbearance Period” means the period beginning
on the date of the occurrence of any
Event of Default that may exist on the date hereof or may occur after the date hereof (in each case, other than a Forbearance
Default) and prior to the Forbearance Termination Date and ending on the Forbearance Termination
Date. 


                    (iii)
   “Forbearance Termination Date” means the
earlier to occur of (i) 5:00 p.m. (Chicago time) on June 15, 2008, and (ii) the
date upon which a Forbearance Default occurs.


                    (b)
     Solely
during the Forbearance Period, the Agent and Lenders hereby agree to forbear from exercising any of their rights and
remedies against the Borrower and the Guarantors
that may exist by virtue of any Event of Default under the Credit Agreement or
any of the other Loan Documents
solely related to the breach of Section (b) of Annex E to the Credit Agreement with respect to the Fiscal Quarter
ending on or about March 31, 2008, Section (d) to Annex E to the Credit Agreement with respect to
the Fiscal Year ending on or about December 31, 2007, and Sections (b) and (c) of Annex G to the Credit Agreement
with respect to the Fiscal Quarter
ending on or about March 31, 2008.


                    (c)
     Nothing in
this Agreement shall be construed as a waiver of or acquiescence to any Event of Default, which Event
of Default shall continue in existence notwithstanding the agreement of
the Agent and Lenders, as set forth herein, to forbear in the exercise of
rights and remedies against Borrower and the Guarantors on the terms and for
the period set forth herein. Except as
expressly provided herein, the execution and delivery of this Agreement shall not: (i) constitute an extension,
modification, or waiver of any term or aspect of the Credit Agreement or the other Loan Documents; (ii) extend the terms
of the Credit Agreement or the due
date of any of the Obligations; (iii) give rise to any obligation on the part of the Agent or Lenders to extend, modify or waive
any term or condition of the Credit Agreement
or any of the other Loan Documents; or (iv) give rise to any defenses or counterclaims to the right of the Agent or Lenders
to compel payment of the Obligations or to otherwise enforce their rights and remedies under the Credit Agreement
and the other Loan Documents. Except
as expressly limited herein, the Agent and Lenders hereby expressly reserve all of their rights and remedies under the Loan
Documents and under applicable law with respect to the Pending Event of Default. From and after the Forbearance Termination
Date, the Agent and Lenders shall be
entitled to enforce the Loan Documents according to the terms of the Loan Documents.


          SECTION 5.
CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. This Agreement shall become effective upon the date that Borrower,
Agent and the Requisite Lenders shall have executed and delivered this
Agreement (the “Effective Date”).


2






          SECTION
6. 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 Agreement 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,
independent public accountants and other outside experts retained by Agent in
connection with the administration of this Amendment.


          SECTION
7. REFERENCES TO AND EFFECT ON THE CREDIT AGREEMENT.


                    (a)     On
and after the Effective Date each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each
reference to the Credit Agreement in the Loan Documents and all other documents
delivered in connection with the Credit Agreement shall mean and be a reference
to the Credit Agreement giving effect to this Agreement.


                    (b)     The
Credit Agreement and the Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.


                    (c)     Except
as expressly set forth herein, the execution, delivery and effectiveness of
this Agreement shall not operate as a waiver of any right, power or remedy of
the Lenders or Agent under the Credit Agreement or the Loan Documents.


          SECTION
8. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement.


          SECTION 9.
GOVERNING LAW.      THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED, IN ALL RESPECTCS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA. THE BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
BORROWER, AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT AGENT,
LENDERS AND THE BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY
HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDED,
FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT.
THE BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY
WAIVES ANY OBJECTION THAT THE BORROWER MAY HAVE BASED UPON


3






LACK OF PERSONAL JURISDICTION, IMPROPER VENUE
OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH
LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. THE BORROWER
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED
IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS
AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
CREDIT PARTY AT THE ADDRESS SET FORTH IN ANNEX I OF THE CREDIT AGREEMENT
AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE
BORROWER’S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED STATES
MAILS, PROPER POSTAGE PREPAID.


          SECTION
10. HEADINGS. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purposes.


[signature pages follow]


4






          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized as of the date
above first written.


	
 

	
 

	
 


	
 

	
BUTLER
 SERVICE GROUP, INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Antonio Mateo


	
 

	




	
 

	
Name:

	
  Antonio
 Mateo


	
 

	




	
 

	
Title:

	
Vice President
 & Treasurer


	
 

	
 

	



	
 

	
 

	
 


	
 

	
MONROE
 CAPITAL MANAGEMENT


	
 

	
ADVISORS
 LLC, in its individual capacity and as 

 Agent


	
 

	
 

	
 


	
 

	
By:

	
/s/ Mark
 Bohntinsky


	
 

	




	
 

	
Name:

	
  Mark
 Bohntinsky


	
 

	




	
 

	
Title:

	
        SVP


	
 

	
 

	











	
 

	
 

	
 


	
 

	
MC FUNDING USTRS II, LLC


	
 

	
By:

	
 


	
 

	
 

	
 


	
 

	
By:

	
/s/ Joseph Tansey


	
 

	




	
 

	
Name:  Joseph
 Tansey


	
 

	
 

	



	
 

	
Title:  Authorized
 Signatory


	
 

	
 

	



	
 

	
 

	
 


	
 

	
MC FUNDING,
 LTD.


	
 

	
By: Monroe
 Capital Management, LLC,

 as Collateral Manager


	
 

	
 

	
 


	
 

	
By:

	
/s/ Mark Bohntinsky


	
 

	




	
 

	
Name:

	
  Mark Bohntinsky


	
 

	




	
 

	
Title:

	
        SVP