FIFTH
AMENDMENT TO SECOND LIEN CREDIT AGREEMENT 


          THIS
FIFTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, dated as of July 1, 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, the following provisions will be amended as set forth below:


	
 

	
 


	
 

	
               (a)
           Section 1.5(a) is
 amended in its entirety to read as follows:


	
 

	
 


	
 

	
                              (a)          
 Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance
 with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, (i)
 in cash on the outstanding principal amount thereof
 (as increased by the Amount as described below) at a rate equal to the
 greater of (A) the Index Rate plus
 seven percent (7%) per annum or, at the election of Borrower, the applicable LIBOR Rate plus eight percent (8%),
 and (B) the applicable rate payable by the Borrower under Section 1.5(a) of the First Lien Credit Agreement
 plus two percent (2%) per annum,
 and (ii) in kind on (and thereby increase) the outstanding principal amount
 of the Loans (as such principal amount is increased from time to time) at a
 rate of two percent (2.0%) per annum (the “PIK Interest”); provided
 that, in either case, (a) any amount of PIK Interest (such amount, a “PIK
 Amount”) shall be added to the outstanding principal balance of the Loans
 on each Interest Payment Date, and (b) thereafter, for all purposes under this Agreement, references to
 Loans shall include any PIK Amount that has been added to the
 outstanding principal balance of the Loans and such PIK Amount shall accrue
 interest as provided in this Section 1.5(a).











                    (b)          Section
1.9(d) of the Credit Agreement is deleted in its
entirety.


                    (c)          clauses
(b) and (c) of Section
6.8 of the Credit Agreement are amended and restated as follows:


	
 

	
 


	
 

	
“(b)
 the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures
 or Real Estate that are obsolete or no longer used or useful in such Credit Party’s
 business and having a sales price not exceeding $50,000 in any single transaction or $100,000 in the
 aggregate in any Fiscal Year and (c) the sale of the Montvale Property,
 provided that any proceeds thereof are applied as required by Section 1.3(b)(ii).”





                    (d)          Section
6.14 of the Credit Agreement
is amended by deleting clause (g) thereof
in its entirety, deleting the word “and” immediately following clause (f) thereof
and inserting in lieu thereof a “.” and by amending and restating clause (f)
thereof to read:


          “(f)
[Intentionally Omitted].”


                   
(e)          Section 6.20 of the Credit Agreement
is hereby amended and restated in its entirety as follows:


	
 

	
 


	
 

	
                          6.20
          Borrowing
 Availability. Commencing July 17, 2008 and continuing until the Term Loan
 B Maturity Date, Borrower shall not allow the “Borrowing Availability” (as
 defined in the First Lien Credit Agreement) to be less than the minimum
 amounts of Borrowing Availability for the periods set forth in Section 1.9(d)
 of the First Lien Credit Agreement as in effect on the Fifth Amendment
 Effective Date for more than 5 consecutive days; provided, that if Borrower
 has Borrowing Availability of at least the amount required by Section 1.9(d)
 of the First Lien Credit Agreement as in effect on the Fifth Amendment
 Effective Date on September 30, 2008, no minimum amount of Borrowing
 Availability shall be required during the period from October 1, 2008 to
 October 15, 2008.





                    (f)          A
new Section 6.23 of the Credit
Agreement is added as follows:


	
 

	
 


	
 

	
                         6.23
         Actions in
 Furtherance of Increased Liquidity. The Borrower and the other Credit Parties, with the
 assistance of the Investment Banker, shall endeavor to effect a transaction or take other steps to
 increase liquidity to the extent necessary to avoid a breach of Section 8.1(n) and shall strictly and timely
 comply with each and every one of
 the following additional covenants regarding such process, the failure to do
 so constituting an immediate Event of Default as of such date:


	
 

	
 


	
 

	
                         (i)
            On or
 before July 15, 2008, the Credit Parties shall have retained the Investment Banker;


	
 

	
 


	
 

	
                         (ii)
           From and after
 the date hereof until the Liquidity Test Date, management of the Credit Parties and the
 Investment Banker shall conduct a weekly (or more often as may be reasonably requested by the Agent at any time)
 telephonic meeting to be attended by the
 respective management representatives of the Credit Parties, the Lenders and their respective representatives,
 and the Investment Banker, at which




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meeting
 the Credit Parties and the Investment Banker shall present an update on the process (including an assessment of any
 proposed steps to increase liquidity); and


	
 

	
 


	
 

	
                         
(iii)
          From and after the date
 hereof, the Credit Parties irrevocably authorize, and shall cause, the Investment
 Banker to: (A) disclose fully and promptly to the Agent and the Lenders and their respective representatives all
 material developments in connection with
 the efforts of the Credit Parties and the Investment Banker described in this
 Section, and (B) after consultation with the Borrower, respond to the
 inquiries of the Agent and the Lenders and their respective representatives
 concerning any and all matters relating to the steps proposed to be
 taken to increase liquidity;


	
 

	
 


	
 

	
provided,
 however, that no disclosure shall be required under clauses (ii) or (iii)
 hereof which would be inconsistent with a reasonable, good faith
 determination by the officers of the Borrower or any other Credit Party that such disclosure would
 violate the fiduciary duties of the officers of the Borrower or such other
 Credit Party.





                    (g)
          Section 8.1
of the Credit Agreement is amended by inserting a new clause (n) at the
conclusion thereof as follows:


	
 

	
 


	
 

	
                          (n)
           The Borrower
 fails to have (i) Funded Debt on January 2, 2009 of less than $44,872,006.67; (ii) an average “Borrowing Availability” (as
 defined in the First Lien Credit Agreement) over the four weekly
 measurement periods immediately preceding
 December 31, 2008 of at least $5,000,000, (iii) a Leverage Ratio for Holdings
 and its Subsidiaries on a
 consolidated basis (using Funded Debt as of January 2, 2009 and EBITDA
 as of the fiscal month ending nearest December 31, 2008) of less than 3.50x,
 or (iv) delivered to the Agent (A) the financial information necessary to
 determine EBITDA as of December 31, 2008 prior to the Liquidity Test Date and
 (B) a Compliance Certificate signed by a responsible officer of the Borrower
 in a form reasonably satisfactory to the
 Lenders demonstrating that no Event of Default exists under this clause (n).


	
 

	
 


	
 

	
          (h)
           Annex A to the
 Credit Agreement is amended as follows:.





                                   (i)
          The definitions of
“Fifth Amendment Effective Date”, “Investment Banker”, “Liquidity Test Date”,
“PIK Amount” and “PIK Interest” are added to Annex A in appropriate alphabetical order reading as
follows:


	
 

	
 


	
 

	
“Fifth Amendment Effective Date” shall
mean July 1, 2008. 


	
 

	
 


	
 

	
“Investment Banker” shall mean an
investment banking firm selected by the Credit Parties and reasonably acceptable to the Lenders. 


	
 

	
 


	
 

	
“Liquidity Test Date” shall mean
January 16, 2009. 


	
 

	
 


	
 

	
“PIK Amount” has the meaning ascribed
to it in Section 1.5(a).  


	
 

	
 


	
 

	
“PIK Interest” has the meaning
ascribed to it in Section 1.5(a).  





                                   (ii)
         The definitions of
“Applicable Margins,” “Applicable Term Loan B Index Margin” and “Applicable Term Loan B LIBOR Margin”
are hereby
deleted from Annex A.


3







                                    (iii)
        The definition of “Funded Debt”
is amended by deleting the proviso
at the end of such definition and replacing it with the following language:


	
 

	
 


	
 

	
“provided,
that solely for the purposes of calculating the Leverage Ratio for periods ending on or
before December 31, 2008 (other than with respect to the Leverage Ratio
calculation required to determine compliance with Section 8.1(n)) there shall
be added to Funded Debt (i) the net proceeds from any sale, transfer, conveyance, assignment or other disposition
of any property other than as permitted by
Section 6.8(a) or (b) and (ii) the net proceeds from any sale or offering
of Holdings Stock after the Fifth Amendment Effective Date”  





                                   
(iv)          The definitions of
“EBITDA”, “Interest Payment Date” and “Term Loan B Maturity Date” are hereby amended and
restated in their entirety as follows:


	
 

	
 


	
 

	
“EBITDA”
means, for any period, EBIT for such period, plus (i) all charges in such period for amortization of
intangibles, depletion and depreciation, (ii) the amount of non-cash charges as the result of any grant to any Person of
Stock or other non-cash
consideration, (iii) actual fees and expenses incurred in connection with the Related Transactions (including,
without limitation, forbearance fees paid prior to the effectiveness
of the First Lien Loan Documents) as set forth in writing to Agent and acceptable to Agent in its sole discretion, (iv)
charges related to the Levine Leichtman
transaction, expenses associated with the audit process for the 2004,
2005 and 2006 Fiscal Years and severance costs paid to the former chief financial officer in each case in amounts
reasonably acceptable to Agent, (v) charges
recorded in the first Fiscal Quarter of 2008 (not to exceed $2,055,000 in the aggregate) related to the one time effect
of (A) recording bad debt expense for certain accounts receivable from
American Airlines and Vought and (B) recording the sale of the Montvale Property, (vi) actual costs and expenses
incurred by the Investment Banker
and any restructuring advisor hired by the Borrower along with charges related to implementing any plans or
recommendations thereof in each case in amounts reasonably acceptable
to the Lenders and (vii) non-recurring,
extraordinary items set forth in writing to the Agent and acceptable to the Lenders in their sole discretion, in each
case, to the extent deducted in determining Consolidated Net Income
for such period. 


	
 

	
 


	
 

	
“Interest
 Payment Date” means (a) as to any Index Rate Loan, the first Business Day of each month to
 occur while such Loan is outstanding, and (b) as to any LIBOR Loan, the last
 day of the applicable LIBOR Period; provided that, in addition to the
 foregoing, each of (x) for any LIBOR Period greater than three months, the respective
 dates that fall every three months after the beginning of such LIBOR Period, (y)
 the date upon which all of the Commitments have been terminated and the
 Loans have been paid in full and (z) the Term Loan B Maturity Date shall be deemed to be an “Interest
 Payment Date” with respect to any interest
 that has then accrued under the Agreement. The PIK Interest shall be payable
 in arrears as an increase in the principal amount of the Loans on the first
 day of each calendar month and at maturity without any further action on the
 part of Agent or the Credit Parties and
 such increased principal amount of the Loans shall be paid in full in
 connection with the repayment of the Loans.


	
 

	
 


	
 

	
“Term Loan B Maturity
 Date” means August 1, 2009.





4 







                                    (v)
          The first clause of
the definition of “LIBOR Period” is hereby amended and restated as follows:


	
 

	
 


	
 

	
“means,
 with respect to any LIBOR Loan, each period commencing on a LIBOR Business Day selected
 by Borrower pursuant to the Agreement and ending one, two, three or six
 months thereafter, as selected by Borrower’s irrevocable notice to Agent as
 set forth in Section 1.5(e); provided, that the foregoing provision relating to LIBOR Periods is subject to the
 following:”





                    (i)
            Annex E
to the Credit Agreement is amended as follows:


                                    (i)
          The second sentence
of Clause (a) of Annex E is hereby amended and restated to read as follows:


	
 

	
 


	
 

	
“Such
financial information shall be accompanied by (A) a statement in reasonable detail in the form attached
hereto as Schedule I to Annex E (each, a “Compliance
Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants
that is tested on a monthly basis, and
(B) a certification of the Chief Financial Officer of Borrower that (i) such financial information presents fairly in
accordance with GAAP (subject to normal year-end adjustments) the financial
position and results of operations of Borrower and its Subsidiaries, on a consolidated and consolidating basis, in
each case as at the end of such
Fiscal Month and for that portion of the Fiscal Year then ended and (ii) any other information presented is
true, correct and complete in all material
respects and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of
Default shall have occurred and be continuing, describing the nature
thereof and all efforts undertaken to cure such Default or Event of Default. 





                                    (ii)
          by inserting
“(except as set forth in Section (r) of this Annex E)” immediately following
“45 days” in the first sentence of Clause (b) and by amending and restating Clause (A) of the second sentence
of Clause (b) to read as follows:


	
 

	
 


	
 

	
“(A)
 a Compliance Certificate showing the calculations used in determining compliance with each of
 the Financial Covenants that is tested on a quarterly basis, and”





                                    (iii)
          A new clause (r) is
hereby added following clause (q) therein as follows:


	
 

	
 


	
 

	
“(r) Financial and
 Other Information Related to 2007 and 2008. To Agent, on or prior to
 September 15, 2008, such financial and other information required to be
 delivered pursuant to (i) clause (b) of Annex E with respect to
 the Fiscal Quarters ending on or about
 September 30, 2007, March 31, 2008 and June 30, 2008, and (ii) clause (d) of Annex E with
 respect to the Fiscal Year ending on or about December 31, 2007.”





                                    (iv)
          A new Schedule I to
Annex E is added at the end of Annex E, such Schedule I to read as Schedule I
attached hereto.


5







                    (j)            Annex
G to the Credit Agreement is amended and restated in its entirety by Annex A
attached hereto.


          SECTION 3.     OTHER
AGREEMENTS. In connection with the foregoing Amendments, the Borrower, the
Lenders and the Agent hereby agree to the following:


                    
(a)          The
Lenders hereby waive any Default or Event of Default under the Credit Agreement arising prior to or existing as
of the moment in time immediately prior to the Effective Date.


                    
(b)          No
principal payment will be required to be made by the Borrower pursuant to
Section 1.1(b) on September 30, 2008. Notwithstanding the foregoing, such principal amount will remain outstanding and be
added to the amount due on the Term Loan B Maturity Date.


                    
(c)          Agent and
the Lenders hereby consent as of the Effective Date to the amendment to the First Lien Credit Agreement
pursuant to the Eighth Amendment thereto in the form attached as Exhibit A.


          SECTION
4.    REPRESENTATIONS AND WARRANTIES. To induce the Agent and the Lenders to enter into this Amendment, the
Borrower makes the following representations and warranties to the Agent
and the Lenders:


	
 

	
 


	
 

	
            (a)         The
 execution, delivery and performance of this Amendment by the Borrower: (a) is within the Borrower’s
 organizational power, (b) has been duly authorized by all necessary or
 proper corporate and shareholder action, (c) does not contravene any
 provision of the Borrower’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 the Borrower is a party or by which
 the Borrower 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 the Borrower 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.


	
 

	
 


	
 

	
            (b)         This
 Amendment has been duly executed and delivered by or on behalf of the Borrower.


	
 

	
 


	
 

	
            (c)         This
 Amendment constitutes a legal, valid and binding obligation of the Borrower,
 enforceable against the Borrower in accordance with its terms, except as
 enforceability may be limited by applicable bankruptcy, insolvency,
 reorganization, moratorium or similar
 laws affecting creditors’ rights generally and by general equitable principles
 (whether enforcement is sought by proceedings in equity or at law).


	
 

	
 


	
 

	
            (d)         Other
than as set forth on Schedule II hereto,
 no Default or Event of Default had occurred and was continuing
 immediately prior to the Effective Date. No “Default” or “Event of Default” (as
 such terms are defined in the First Lien Credit





6







	
 

	
 


	
 

	
Agreement) has occurred and is continuing after
 giving effect to the First Lien Credit Agreement
 Eighth Amendment.


	
 

	
 


	
 

	
          (e)          No
 action, claim, lawsuit, demand, investigation or proceeding is now pending
 or, to the knowledge of the Borrower, threatened against the Borrower, at
 law, in equity or otherwise, before any
 court, board, commission, agency or instrumentality of any
 Governmental Authority, or before any arbitrator or panel of arbitrators, (a)
 which challenges the Borrower’s right,
 power, or competence to enter into this Amendment or perform any of its obligations under this
 Amendment or any other Loan Document, or the validity or
 enforceability of this Amendment or any other Loan Document or any action
 taken under this Amendment or any other Loan Document or (b) which if
 determined adversely, is reasonably likely
 to have or result in a Material Adverse Effect. To the knowledge of the Borrower, there does not exist
 a state of facts which is reasonably likely to give rise to such
 proceedings.


	
 

	
 


	
 

	
          (f)          The
representations and warranties of the
 Borrower contained in the Credit Agreement and each other Loan
 Document shall be true and correct on and as of the date hereof with the same
 effect as if such representations and warranties had been made on and as of
 such date, except that any such representation or warranty which is expressly
 made only as of a specified date need be true only as of such date.





          SECTION 5.
CONDITIONS PRECEDENT TO
EFFECTIVENESS OF AMENDMENT. This Amendment shall become
effective upon the date that Borrower, Agent and
the Requisite Lenders shall have executed and delivered this Agreement;
provided that Sections 2 and 3 hereof shall not become effective until
the date (the “Effective Date”) when the following additional conditions have
also been satisfied: 


                    (a)          The
First Lien Credit Agreement Eighth Amendment shall have been duly executed and
delivered by the parties thereto and shall have become effective in accordance
with the terms thereof and Agent shall have
received a complete and correct copy of the First Lien Credit Agreement Eighth Amendment.


                    (b)          The
Borrower shall have paid to the Agent for the benefit of the Lenders all fees and expenses currently due and payable
under this Amendment or the Credit Agreement.


                    
(c)          The Borrower shall have delivered to the Agent an
executed copy of a reaffirmation of
the Guaranties and Security Agreements executed by each of the Credit Parties other
than the Borrower in form and substance acceptable to the Agent.


          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. AMENDMENT FEE. Borrower agrees to pay to the Agent for the ratable benefit
of the Lenders in accordance with their respective Pro Rata Shares as of the
Effective Date a non-refundable amendment
fee equal to $500,000 (the “Amendment Fee”), which 


7







Amendment Fee shall be earned in
full on the Effective Date and payable upon the earliest of the following: (i)
August 1, 2009 or (ii) termination of the Credit Agreement in accordance with
its terms. The Amendment Fee shall be nonrefundable for any reason whatsoever
and shall be in addition to any other fees, costs or expenses payable pursuant
to the Credit Agreement, this Amendment or pursuant to other agreements
(including, without limitation, the Monroe Capital Fee Letter) or for acting in
other capacities. Each of the Lenders reserves the right to allocate, in whole or in part, to its affiliates any and all of
the fees payable to it hereunder in such manner as it shall agree in its sole discretion. The
Borrower’s obligation to pay the Amendment Fee will not be subject to
counterclaim or setoff for, or be otherwise affected by, any claim or dispute
the Borrower may have relating to any other matter.


          SECTION 8.
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
9.  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
10.          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


8







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 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
11. 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]


9







          IN
WITNESS WHEREOF,
the parties hereto have caused this Amendment 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:

	
 


	
 

	
 

	



	
 

	
Name:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
Title:

	
 

	
 


	
 

	
 

	






Butler Service Group, Inc. 

Signature Page to Fifth Amendment

to Second Lien Credit Agreement







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


	
 

	
 

	
 

	
 

	
 


	
 

	
BUTLER
  SERVICE GROUP, INC.


	
 

	
 

	
 

	
 

	
 


	
 

	
By:


	
 

	
 

	



	
 

	
Name:


	
 

	
 

	



	
 

	
Title:


	
 

	
 

	









	
 

	
 

	
 

	
 

	
 


	
 

	
MONROE
  CAPITAL MANAGEMENT

  ADVISORS LLC, in its individual capacity and as Agent


	
 

	
 


	
 

	
By:

	
/s/ Mark Bohntinsky


	
 

	
 

	



	
 

	
Name: MARK BOHNTINSKY


	
 

	
Title: SVP





Butler Service Group, Inc. 

Signature Page to Fifth Amendment

to Second Lien Credit Agreement







	
 

	
 

	
 


	
 

	
GARRISON FUNDING 2008-1 LTD. 


	
 

	
 


	
 

	
By: 

	
/s/ Joseph Tansey


	
 

	
 

	



	
 

	
Name: JOSEPH TANSEY


	
 

	
Title: PRESIDENT








	
 

	
 

	
 


	
 

	
MC FUNDING, LTD. 


	
 

	
By: Monroe Capital Management, LLC,
as Collateral Manager


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
Name: 


	
 

	
 

	



	
 

	
Title:


	
 

	
 

	







Butler Service Group,
Inc.

Signature Page to Fifth Amendment

to Second Lien Credit Agreement







	
 

	
 

	
 


	
 

	
GARRISON
 FUNDING 2008-1 LTD.


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
Name:
 


	
 

	
 

	



	
 

	
Title:


	
 

	
 

	









	
 

	
 

	
 


	
 

	
MC
 FUNDING, LTD.


	
 

	
By:
 Monroe Capital Management, LLC,
as Collateral Manager


	
 

	
By: 

	
/s/ Mark Bohntinsky


	
 

	
 

	



	
 

	
Name: MARK BOHNTINSKY


	
 

	
Title: SVP





Butler Service Group, Inc.

Signature Page to Fifth Amendment

to Second Lien Credit Agreement







ANNEX
A


ANNEX G (Section 6.10)

to

CREDIT AGREEMENT


FINANCIAL COVENANTS


Borrower shall not breach or
fail to comply with any of the following financial covenants, each of
which shall be calculated in accordance with GAAP consistently applied:


                    (a)          Maximum
Capital Expenditures. Holdings and its Subsidiaries on a consolidated basis shall not make Capital
Expenditures that exceed $3,000,000 in the aggregate in any Fiscal Year.


                    (b)          Minimum
Fixed Charge Coverage Ratio. Holdings and its Subsidiaries shall have on a
consolidated basis at the end of each period set forth below, a Fixed Charge
Coverage Ratio of not less than the following:


	
 

	
 


	
 

	
l.05x for the Fiscal Quarter
  ending June 30, 2008


	
 

	
l.05x for the period of two
  (2) consecutive Fiscal Quarters ending September 30, 2008


	
 

	
l.05x for the period of three
  (3) consecutive Fiscal Quarters ending December 31, 2008


	
 

	
l.05x for each period of four (4) consecutive Fiscal
  Quarters ending March 31, 2009.


	
 

	
1.10x for each period of four
  (4) consecutive Fiscal Quarters ending thereafter.





                    (c)          Maximum
Leverage Ratio. Holdings and its Subsidiaries on a consolidated basis shall have at
the end of each period set forth below, a Leverage Ratio of not more than the
following:



	
 

	
 


	
 

	
7.00x for the Fiscal Quarter
  ending June 30, 2008;


	
 

	
6.50x for the Fiscal Quarter ending September 30,
  2008;


	
 

	
6.00x for the Fiscal Quarter ending December 31,
  2008;


	
 

	
3.50x for the Fiscal Quarters ending March 31, 2009
  and June 30, 2009.












SCHEDULE I


COMPLIANCE CERTIFICATE


[See Attached]







Schedule I


FORM OF COMPLIANCE CERTIFICATE


	
 

	
 


	
 

	
____________, 20__





                    Please
refer to the Second Lien Credit Agreement, dated as of August 29, 2007 (the
“Credit Agreement”), among Butler Service Group, Inc. (the “Borrower”), the
other Credit Parties signatory thereto, the Lenders party thereto and Monroe
Capital Management Advisors LLC, as Agent (the “Agent”). Capitalized terms used
herein have the meanings assigned to them in the Credit Agreement. The undersigned
hereby certifies, in his or her capacity as the Chief Financial Officer of the
Borrower, as follows:  



                    (i)          Enclosed
herewith is a copy of the [annual audited/quarterly/monthly] financial
statements of the Borrower as at ____________ (the “Computation Date”), which
statements present fairly in accordance with GAAP [(subject to normal year-end
adjustments)] the financial position, results of operations and statements of
cash flows of Borrower and its Subsidiaries,
on both a consolidated and consolidating basis, as at the end of such [month
and for that portion of the Fiscal Year then ended] [Fiscal Quarter and
for that portion of the Fiscal Year then
ended] [Fiscal Year] and any other information presented therewith is true,
correct and complete in all material respects. 


                    (ii)         No
Default or Event of Default has occurred or is continuing as of the date of
this certificate. [If a Default or Event of Default has occurred and is
continuing, describe the nature thereof and all efforts undertaken to cure such
Default or Event of Default.]


                    (iii)        The
computations set forth on Schedule I attached hereto correspond to the
ratios and/or financial restrictions contained in Annex G of the Credit
Agreement and such computations are true and correct as at the Computation
Date.


	
 

	
 


	
 

	
BUTLER SERVICE GROUP, INC.


	
 

	
 


	
 

	
By: 


	
 

	



	
 

	
Name: 


	
 

	



	
 

	
Title:


	
 

	












Schedule I to
Compliance Certificate 

Dated as of _____________


(a) – Maximum Capital Expenditures


	
 

	
 

	
 

	
 

	
 


	
A.

	
Capital Expenditures

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 


	
 

	
Maximum Allowed: 3,000,000 per
 Fiscal Year 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
In Compliance

	
 

	
 

	
YES/NO


	
 

	
 

	
 

	
 

	
 





(b) – Minimum Fixed Charge Coverage
Ratio


	
 

	
 

	
 

	
 

	
 

	
 


	
A.

	
EBITDA 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(i)

	
Consolidated Net Income

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(ii)

	
Consolidated Interest Expense

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(iii)

	
Deferred financing cost amortization

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(iv)

	
Charges in period for federal, state and local
 income taxes

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(v)

	
Sum of (A(i) – (iv))

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(vi)

	
Extraordinary nonrecurring items of income or loss

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(vii)

	
EBIT (A(v) minus
 A(vi))

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(viii)

	
Charges in period for amortization of intangibles,
 depletion and depreciation

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(ix)

	
Non-cash charges as the result of any grant of stock
 or other non-cash consideration

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(x)

	
[Other agreed non-cash add
 backs]

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(xi)

	
Non-recurring, extraordinary items deducted in
 determining A(i) for period

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(xii)

	
Sum of (A(viii) – (xi))

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(xiii)

	
EBITDA (A(vii) plus A(xii)) 

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
B.

	
Fixed Charges

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(i)

	
Aggregate of all Interest Expense paid in cash

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 













	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(ii)

	
Scheduled payments of principal of Indebtedness

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(iii)

	
Capital Expenditures (excluding any financed portion
 thereof)

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(iv)

	
Amount actually paid for federal state and local income
 taxes in period

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(v)

	
Restricted Payments paid to anyone other than a
 Credit Party

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(vi)

	
Sum of (B(i) – B(v))

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(vii)

	
Tax Refunds Received

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(viii)

	
Fixed Charges (B(vi) minus B(vii))

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
C.

	
Fixed Charge Coverage Ratio 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(i)

	
Ratio of EBITDA (from A(xiii)) to Fixed Charges
 (from B(viii)) 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
________ to ________

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Maximum allowed: 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
[1.05][1.10] to 1.00 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
In Compliance

	
 

	
 

	
YES/NO


	
 

	
 

	
 

	
 

	
 

	
 













(c) – Maximum
Leverage Ratio


	
 

	
 

	
 

	
 

	
 

	
 


	
A.

	
Funded Debt

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(i)

	
all
 Indebtedness for borrowed money evidenced by notes, bonds,
 debentures, or similar evidences of Indebtedness and that by its terms matures more
 than one
 year from, or is directly or indirectly renewable or extendible at such Person’s option
 under a revolving credit or
 similar agreement obligating the lender
 or lenders to extend credit over a period of more than one year from the date
 of creation thereof, and
 specifically including Capital Lease Obligations, current maturities
 of long term debt, revolving credit and
 short term debt extendible beyond
 one year at the option of the debtor, and also including, in the case
 of Borrower, the Obligations, the First
 Lien Indebtedness and, without duplication, Guaranteed Indebtedness
 consisting of guaranties of Funded Debt of other Persons, but
 excluding, without duplication, unmatured obligations with respect to letters
 of credit, provided, that solely
 for periods ending on or before December 31, 2008 (other than with respect to
 the Leverage Ratio calculation required to determine compliance with Section
 8.1(n)) there shall be added to Funded
 Debt (i) the net proceeds from any
 sale, transfer, conveyance, assignment or other disposition of any property other than as permitted by Section
 6.8(a) or (b) and
 (ii) the net proceeds from any sale or
 offering of Holdings Stock after the Fifth Amendment Effective Date

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 


	
B.

	
EBITDA (from (b)A(xiii))

	
 

	
 

	
$ ________


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 


	
C.

	
Leverage Ratio

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 


	
 

	
(i)

	
Ratio
 of Funded Debt (A(i)) to EBITDA (B)

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
________ to ________

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Maximum Allowed:

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
[7.00][6.50][6.00][3.50] to
 1.00

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
In Compliance

	
 

	
 

	
YES/NO


	
 

	
 

	
 

	
 

	
 











SCHEDULE II


DEFAULTS AND EVENTS OF DEFAULT 


Defaults
or Events of Default as a result of failure to comply with:


	
 

	
 


	
 

	
          Section
 (b) of Annex E to the Credit Agreement with respect to the Fiscal Quarters ending on or about
 September 30, 2007 and March 31, 2008.


	
 

	
 


	
 

	
          Section
 (d) of Annex E to the Credit Agreement with respect to the Fiscal Year ending
 on
 or about December 31, 2007.


	
 

	
 


	
 

	
          Sections
 (b) and (c) of Annex G to the Credit Agreement with respect to the Fiscal
 Quarter ending on or about March 31, 2008.


	
 

	
 


	
 

	
          Sections
 (b) and (c) of Annex G to the Credit Agreement with respect to the Fiscal Quarter ending on or
 about June 30, 2008.


	
 

	
 


	
 

	
          Section
 (d) of Annex G to the Credit Agreement.


	
 

	
 


	
 

	
          Inadvertent
 Non-Compliance with Annex E - In general, Butler believes it has complied
 with all other provisions of Annex E. However, Butler may have inadvertently
 failed to meet certain time deadlines set forth therein. Butler has not
 received notice of any such
 non-compliance.