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                                                                    EXHIBIT 4.11

                                 FIRST WAIVER TO
                            THE BANK CREDIT AGREEMENT

                  WAIVER TO CREDIT AGREEMENT
                  THIS WAIVER TO CREDIT AGREEMENT (this "Waiver"), dated as of
                  October 18, 2002, by and among the lenders listed on the
                  signature pages hereof (the "Lenders"), BUTLER MANUFACTURING
                  COMPANY, a Delaware corporation (the "Borrower"), and BANK OF
                  AMERICA, N.A., as administrative agent for the Lenders (the
                  "Administrative Agent"), to the extent and in the manner
                  provided for in the Credit Agreement (defined below and herein
                  so called).

                  BACKGROUND


                  THE BORROWER, THE LENDERS, AND THE ADMINISTRATIVE AGENT ARE
                  PARTIES TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF JUNE 30,
                  2001, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT, DATED AS OF
                  DECEMBER 4, 2001 (SAID CREDIT AGREEMENT, AS AMENDED, THE
                  "CREDIT AGREEMENT"; THE TERMS DEFINED IN THE CREDIT AGREEMENT
                  AND NOT OTHERWISE DEFINED HEREIN SHALL BE USED HEREIN AS
                  DEFINED IN THE CREDIT AGREEMENT).

                  THE BORROWER HAS REQUESTED A WAIVER OF EVENTS OF DEFAULT UNDER
                  THE CREDIT AGREEMENT SOLELY WITH RESPECT TO THE FIXED CHARGE
                  COVERAGE RATIO AS OF THE FISCAL QUARTER ENDED SEPTEMBER 30,
                  2002. NOW, THEREFORE, in consideration of the covenants,
                  conditions and agreements hereafter set forth, and for other
                  good and valuable consideration, the receipt and adequacy of
                  which are all hereby acknowledged, the parties hereto covenant
                  and agree as follows:


                  WAIVER. SUBJECT TO THE SATISFACTION OF THE CONDITIONS OF
                  EFFECTIVENESS SET FORTH IN SECTION 4 HEREOF, THE LENDERS
                  HEREBY WAIVE COMPLIANCE WITH THE FIXED CHARGE COVERAGE RATIO
                  SET FORTH IN SECTION 7.2 OF THE CREDIT AGREEMENT AT THE
                  BORROWER'S FISCAL QUARTER ENDING SEPTEMBER 30, 2002. THE
                  WAIVER PROVIDED HEREIN IS LIMITED AND (A) DOES NOT AFFECT ANY
                  OTHER COVENANT OR PROVISION OF THE CREDIT AGREEMENT OR ANY
                  OTHER LOAN DOCUMENT AND (B) DOES NOT RELATE TO ANY OTHER
                  FISCAL QUARTER.

                  COMMITMENT AVAILABILITY. IN CONSIDERATION OF THE WAIVER
                  PROVIDED IN THE FOREGOING SECTION 1, THE BORROWER AND THE
                  LENDERS HEREBY ACKNOWLEDGE THAT, NOTWITHSTANDING ANYTHING IN
                  THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT TO THE
                  CONTRARY, (A) THE LENDERS SHALL HAVE NO COMMITMENT TO MAKE ANY
                  ADVANCES UNDER SECTION 2.1 OF THE CREDIT AGREEMENT OR
                  OTHERWISE ADVANCE ANY FUNDS TO THE BORROWER, (B) ANY DRAW
                  UNDER ANY LETTER OF CREDIT DURING THE TERM OF THIS WAIVER
                  SHALL IMMEDIATELY AND AUTOMATICALLY RESULT IN AN OBLIGATION
                  FOR THE BORROWER TO REIMBURSE THE ISSUING BANK FOR ANY SUCH
                  DRAW (WHICH REIMBURSEMENT OBLIGATION MAY NOT BE PAID BY THE
                  BORROWER WITH THE PROCEEDS OF AN ADVANCE), AND (C) THE
                  AGGREGATE MAXIMUM AMOUNT OF LETTERS OF CREDIT THAT MAY BE
                  ISSUED AND OUTSTANDING AT ANY TIME SHALL NOT EXCEED
                  $22,100,000, WHICH MAXIMUM AMOUNT SHALL BE AUTOMATICALLY
                  REDUCED TO $19,100,000 UPON THE EXPIRATION OF LETTER OF CREDIT
                  NO. SLCLSTL00289, FOR THE BENEFIT OF BANK OF COMMUNICATIONS
                  TIANJIN BRANCH, TEDA SUB BRANCH NO. 88. NOTHING PROVIDED
                  HEREIN SHALL RELIEVE THE OBLIGATION OF ANY LENDER FROM FUNDING
                  ITS OBLIGATIONS UNDER SECTION 2.16(C) OF THE CREDIT AGREEMENT
                  WITH RESPECT TO DRAWS UNDER ANY LETTER OF CREDIT.

                  REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. BY
                  ITS EXECUTION AND DELIVERY HEREOF, THE BORROWER REPRESENTS AND
                  WARRANTS THAT, AS OF THE DATE HEREOF AND AFTER GIVING EFFECT
                  TO THE WAIVER SET FORTH IN THE FOREGOING SECTION 1:


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                  the representations and warranties contained in the Credit
                  Agreement and the other Loan Documents are true and correct on
                  and as of the date hereof as made on and as of such date; and

                  no event has occurred and is continuing which constitutes a
                  Default or Event of Default.

                  CONDITIONS OF EFFECTIVENESS. THIS WAIVER SHALL BE EFFECTIVE AS
                  OF OCTOBER 18, 2002, SUBJECT TO THE FOLLOWING:

                  the representations and warranties set forth in Section 3 of
                  this Waiver shall be true and correct;

                  the Administrative Agent shall have received counterparts of
                  this Waiver executed by the Determining Lenders;

                  the Administrative Agent shall have received counterparts of
                  this Waiver executed by the Borrower and acknowledged by each
                  Guarantor; and

                  the Administrative Agent shall have received in form and
                  substance satisfactory to the Administrative Agent, such other
                  documents, certificates and instruments as the Lenders shall
                  require.

                  RELEASE.

                  Borrower and each of its Subsidiaries (collectively, the
                  "Borrower Parties") hereby unconditionally and irrevocably
                  remises, acquits, and fully and forever releases and
                  discharges the Administrative Agent and the Lenders and all
                  respective Affiliates and subsidiaries of the Administrative
                  Agent and the Lenders, their respective officers, servants,
                  employees, agents, attorneys, financial advisors, principals,
                  directors and shareholders, and their respective heirs, legal
                  representatives, successors and assigns (collectively, the
                  "Released Lender Parties") from any and all claims, demands,
                  causes of action, obligations, remedies, suits, damages and
                  liabilities of any nature whatsoever, whether now known,
                  suspected or claimed, whether arising under common law, in
                  equity or under statute, which any Borrower Party ever had or
                  now has against the Released Lender Parties which may have
                  arisen at any time on or prior to the date of the Credit
                  Agreement, this Waiver or the Loan Documents and which were in
                  any manner related to any of the Loan Documents or the
                  enforcement or attempted enforcement by the Administrative
                  Agent or the Lenders of rights, remedies or recourses related
                  thereto (collectively, the "Borrower Claims").

                  Each Borrower Party covenants and agrees never to commence,
                  voluntarily aid in any way, prosecute or cause to be commenced
                  or prosecuted against any of the Released Lender Parties any
                  of the Borrower Claims which may have arisen at any time on or
                  prior to the date of this Waiver and were in any manner
                  related to any of the Loan Documents.

                  GUARANTOR'S ACKNOWLEDGMENT. BY SIGNING BELOW, EACH GUARANTOR
                  (I) ACKNOWLEDGES, CONSENTS AND AGREES TO THE EXECUTION,
                  DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS WAIVER, (II)
                  ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS IN RESPECT OF ITS
                  SUBSIDIARY GUARANTY ARE NOT RELEASED, DIMINISHED, WAIVED,
                  MODIFIED, IMPAIRED OR AFFECTED IN ANY MANNER BY THIS WAIVER,
                  OR ANY OF THE PROVISIONS CONTEMPLATED HEREIN, (III) RATIFIES
                  AND CONFIRMS ITS OBLIGATIONS UNDER ITS SUBSIDIARY GUARANTY AND
                  (IV) ACKNOWLEDGES AND AGREES THAT IT HAS NO CLAIM OR OFFSETS
                  AGAINST, OR DEFENSES OR COUNTERCLAIMS TO, ITS SUBSIDIARY
                  GUARANTY.


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                  REFERENCE TO THE CREDIT AGREEMENT.

                  Upon and during the effectiveness of this Waiver, each
                  reference in the Credit Agreement to "this Agreement",
                  "hereunder", or words of like import shall mean and be a
                  reference to the Credit Agreement, as affected by this Waiver.

                  Except as expressly set forth herein, this Waiver shall not by
                  implication or otherwise limit, impair, constitute a waiver
                  of, or otherwise affect the rights or remedies of the
                  Administrative Agent or the Lenders under the Credit Agreement
                  or any of the other Loan Documents, and shall not alter,
                  modify, amend, or in any way affect the terms, conditions,
                  obligations, covenants, or agreements contained in the Credit
                  Agreement or the other Loan Documents, all of which are hereby
                  ratified and affirmed in all respects and shall continue in
                  full force and effect.

                  COSTS AND EXPENSES. THE BORROWER SHALL BE OBLIGATED TO PAY THE
                  COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION
                  WITH THE PREPARATION, REPRODUCTION, EXECUTION AND DELIVERY OF
                  THIS WAIVER AND THE OTHER INSTRUMENTS AND DOCUMENTS TO BE
                  DELIVERED HEREUNDER.

                  EXECUTION IN COUNTERPARTS. THIS WAIVER MAY BE EXECUTED IN ANY
                  NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
                  SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND
                  DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
                  WHEN TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME
                  INSTRUMENT. FOR PURPOSES OF THIS WAIVER, A COUNTERPART HEREOF
                  (OR SIGNATURE PAGE THERETO) SIGNED AND TRANSMITTED BY ANY
                  PERSON PARTY HERETO TO THE ADMINISTRATIVE AGENT (OR ITS
                  COUNSEL) BY FACSIMILE MACHINE, TELECOPIER OR ELECTRONIC MAIL
                  IS TO BE TREATED AS AN ORIGINAL. THE SIGNATURE OF SUCH PERSON
                  THEREON, FOR PURPOSES HEREOF, IS TO BE CONSIDERED AS AN
                  ORIGINAL SIGNATURE, AND THE COUNTERPART (OR SIGNATURE PAGE
                  THERETO) SO TRANSMITTED IS TO BE CONSIDERED TO HAVE THE SAME
                  BINDING EFFECT AS AN ORIGINAL SIGNATURE ON AN ORIGINAL
                  DOCUMENT.

                  GOVERNING LAW; BINDING EFFECT. THIS WAIVER SHALL BE GOVERNED
                  BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
                  TEXAS (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS) AND THE
                  UNITED STATES OF AMERICA, AND SHALL BE BINDING UPON THE
                  BORROWER AND EACH LENDER AND THEIR RESPECTIVE SUCCESSORS AND
                  ASSIGNS.

                  HEADINGS. SECTION HEADINGS IN THIS WAIVER ARE INCLUDED HEREIN
                  FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A
                  PART OF THIS WAIVER FOR ANY OTHER PURPOSE.

                  ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS
                  WAIVER, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
                  AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN
                  AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
                  CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
                  PARTIES.

                 REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


                  IN WITNESS WHEREOF, the parties hereto have executed this
                  Waiver as of the date first above written.

                  BORROWER:

                                               BUTLER MANUFACTURING COMPANY
                                By:
                                   ---------------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------




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                                                       ADMINISTRATIVE LENDER:

                      BANK OF AMERICA, N.A., as Administrative Lender


                      By:
                         ---------------------------------------------------
                         Name:
                              ----------------------------------------------
                         Title:
                               ---------------------------------------------


                                                       LENDERS:

                      BANK OF AMERICA, N.A., as a Lender and as the Issuing Bank


                      By:
                         ---------------------------------------------------
                         Name:
                              ----------------------------------------------
                         Title:
                               ---------------------------------------------

                                                       COMMERCE BANK, N.A.

                      By:
                         ---------------------------------------------------
                         Name:
                              ----------------------------------------------
                         Title:
                               ---------------------------------------------



                                             U.S. BANK NATIONAL ASSOCIATION


                      By:
                         ---------------------------------------------------
                         Name:
                              ----------------------------------------------
                         Title:
                               ---------------------------------------------


ACKNOWLEDGED AND AGREED:

BMC REAL ESTATE, INC.

By:
    ---------------------------------------
    Name:
         ----------------------------------
    Title:
          ---------------------------------



BUCON, INC.


By:
   ---------------------------------------
   Name:
        ----------------------------------
   Title:
         ---------------------------------


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BUTLER HOLDINGS, INC.

By:
   ---------------------------------------
   Name:
        ----------------------------------
   Title:
         ---------------------------------

BUTLER REAL ESTATE, INC.

By:
   ---------------------------------------
   Name:
        ----------------------------------
   Title:
         ---------------------------------

LESTER BUILDINGS, INC.

By:
   ---------------------------------------
   Name:
        ----------------------------------
   Title:
         ---------------------------------


BUTLER PACIFIC, INC.

By:
   ---------------------------------------
   Name:
        ----------------------------------
   Title:
         ---------------------------------


MODULINE WINDOWS, INC.

By:
   ---------------------------------------
   Name:
        ----------------------------------
   Title:
         ---------------------------------

LIBERTY BUILDING SYSTEMS, INC.

By:
   ---------------------------------------
   Name:
        ----------------------------------
   Title:
         ---------------------------------