Exhibit 10.1



FIFTEENTH AMENDMENT AND LIMITED WAIVER TO
CREDIT AGREEMENT


                    FIFTEENTH
AMENDMENT AND LIMITED WAIVER, dated as of December 14, 2006, 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. 


WITNESSETH:


                    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 Consent. (i) On or about December 15, 2006, Borrower issued 8,500
shares of series A preferred Stock (the “Preferred Stock”) and warrants
exercisable to purchase an aggregate of 2,125,000 shares of common Stock for an
aggregate cash consideration of $8,500,000 (the “Preferred Stock Offering”).
Agent and Requisite Lenders consented to the Preferred Stock Offering in the
Fourteenth Amendment and Limited Waiver to Credit Agreement, dated October 31,
2006 (the “Fourteenth Amendment”). 


                    (ii)
Notwithstanding the restrictions of Section 1.3(c) of the Credit
Agreement and Section 2(iii) of the Fourteenth Amendment, Borrower shall
apply the proceeds of the Preferred Stock Offering in the following revised
manner: (a) Borrower shall apply $6,000,000 of the net proceeds of the
Preferred Stock Offering to prepay the Term Loan on or prior to December
18, 2006 (the “Initial Term Loan Repayment”); (b) Borrower shall apply
$2,000,000 of the net proceeds of the Preferred Stock Offering to fund its
working capital account on or prior to December 18, 2006 (“Working Capital
Funds”); and (c) any additional proceeds of the Preferred Stock Offering in
excess of $8,000,000 in the aggregate (inclusive of the Initial Term Loan
Repayment and the payment of the Working Capital Funds) shall be applied by
Borrower to prepay the Term Loan. 







                    3.
Amendment to Article 3 of the Credit Agreement. Article 3 of the
Credit Agreement is hereby amended as of the Amendment Effective Date (as
defined below) by adding to the end thereof the following new Sections 3.26
and 3.27: 


	
 

	
 


	
 

	
          “3.26
  Foreign Assets Control Regulations. None of the Credit Parties nor, to
  the best knowledge of each Credit Party, any Affiliate of any Credit Party,
  is, or will after consummation of the Related Transactions, the Preferred
  Stock Offering and the application of the proceeds of the Loans, by reason of
  being a “national” of a “designated foreign country” or a “specially
  designated national” within the meaning of the Regulations of the Office of
  Foreign Assets Control, United States Treasury Department (31 C.F.R.,
  Subtitle B, Chapter V), or for any other reason, in violation of, any United
  States Federal statute or Presidential Executive Order concerning trade or
  other relations with any foreign country or any citizen or national thereof
  or the ownership or operation of any property. 


	
 

	
 


	
 

	
          3.27
  Anti-Terrorism Law. 


	
 

	
 


	
 

	
               (a)
  No Credit Party and, to the knowledge of the Credit Parties, none of its
  Affiliates is in violation of any laws relating to terrorism or money
  laundering (“Anti-Terrorism Laws”), including Executive Order No.
  13224 on Terrorist Financing, effective September 24, 2001 (the “Executive
  Order”), and the Uniting and Strengthening America by Providing
  Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
  Public Law 107-56 (the “Patriot Act”). 


	
 

	
 


	
 

	
               (b)
  No Credit Party, and to the knowledge of the Credit Parties, no Affiliate or
  broker or other agent of any Credit Party acting or benefiting in any
  capacity in connection with the Loans is any of the following: 


	
 

	
 


	
 

	
                    (i)
  a Person that is listed in the annex to, or is otherwise subject to the
  provisions of, the Executive Order; 


	
 

	
 


	
 

	
                    (ii)
  a Person owned or controlled by, or acting for or on behalf of, any Person
  that is listed in the annex to, or is otherwise subject to the provisions of,
  the Executive Order; 


	
 

	
 


	
 

	
                    (iii)
  a Person with which any Lender is prohibited from dealing or otherwise
  engaging in any transaction by any Anti-Terrorism Law; or 


	
 

	
 


	
 

	
                    (iv)
  a Person that commits, threatens or conspires to commit or supports
  “terrorism” as defined in the Executive Order. 


	
 

	
 


	
 

	
               (c)
  No Credit Party and, to the knowledge of the Credit Parties, no broker or
  other agent of any Credit Party acting in any capacity in connection with the
  Loans (i) conducts any business or engages in making or receiving any
  contribution of funds, goods or services to or for the benefit of any Person
  described in paragraph (b) above, (ii) deals in, or otherwise engages in any
  transaction relating to, any property or interests in property blocked
  pursuant to the Executive Order, or (iii) engages in or conspires to engage
  in any transaction that evades or avoids, or has the purpose of evading 











	
 

	
or avoiding,
  or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
  Law.”


	
 

	
 


	
 

	
          4.
  Amendments to Article 5 of the Credit Agreement. 


	
 

	
 


	

                   (i)
Section 5.15 of the Credit Agreement is hereby amended and restated as of the
Amendment Effective Date as follows:  


	
 

	
 


	
 

	
          “5.15
  Issuance of Holdings’ Common Stock. Holdings agrees to issue to GE
  Capital, in the name of CFE, (a) twenty-five thousand shares (25,000) of
  common Stock on September 30, 2005, (b) thirty-five thousand shares (35,000)
  of common Stock on
  December 30, 2005, (c) forty thousand shares (40,000) of common Stock
  on February 28, 2006, (d) ten thousand shares (10,000) of common Stock on
  March 31, 2006 and on each month-end date ending thereafter until
  October 31, 2006 and (e) twenty-five thousand shares (25,000) of common Stock on
  November 30, 2006 and on each month-end date ending thereafter until the
  occurrence of the Initial Term Loan Repayment and the payment of the Working
  Capital Funds.” 


	
 

	
 


	
                   (ii)
  Section 5.16 of the Credit Agreement is hereby amended and restated as
  of the Amendment Effective Date as follows: 


	
 

	
 


	
 

	
          “5.16
  Credit Commitment. Borrower shall have obtained and delivered to Agent
  or to Agent and Lenders, on or prior to April 30, 2007, a copy of a fully
  executed commitment letter for a $60,000,000 revolving credit facility, in
  form and substance satisfactory to Agent, which revolving credit facility
  shall be utilized to repay in full in cash all of the Obligations.” 


	
 

	
 


	
                   (iii)
  Section 5.17 of the Credit Agreement is hereby deleted in its entirety
  as of the Amendment Effective Date, and in consideration thereof, on or prior
  to March 31, 2007, Borrower shall make a cash payment in the amount of
  $1,000,000, which amount shall be applied in full to prepay the Term Loan. 


	
 

	
 


	
 

	
          5.
  Amendment to Annex A (Definitions) of the Credit Agreement. 


	
 

	
 


	
                   (i)
  Annex A (Definitions) of the Credit Agreement is hereby amended as of
  the Amendment Effective Date by adding the following definitions in the appropriate
  alphabetical order: 


	
 

	
 


	
 

	
          “‘Anti-Terrorism
  Law’ has the meaning ascribed to it in Section 3.27(a).” 


	
 

	
 


	
 

	
          “‘Executive
  Order’ has the meaning ascribed to it in Section 3.27(a).”


	
 

	
 


	
 

	
          “‘Patriot
  Act’ has the meaning ascribed to it in Section 3.27(a).”


	
 

	
 


	
 

	
          “‘Preferred
  Stock Offering’ means Borrower’s issuance on or about December 15, 2006
  of up to 8,500 shares of its series A preferred Stock and warrants
  exercisable to 











	
 

	
 


	
 

	
purchase an
  aggregate of up to 2,125,000 shares of common Stock for an aggregate cash
  consideration of up to $8,500,000.” 


	
 

	
 


	
 

	
          “‘
Restated Financial Statements’ has the meaning ascribed to it in subsection (q) of Annex E.”  


	
 

	
 


	
 

	
          “‘2005
  Year End Financial Information’ has the has the meaning ascribed to it in
  subsection (q) of Annex E.” 


	
 

	
 


	
 

	
          “‘2006
  Fiscal Quarter Financial Information’ has the has the meaning ascribed to
  it in subsection (q) of Annex
  E.” 


	
 

	
 


	
                    (ii)
  Annex A (Definitions) of the Credit Agreement is hereby further
  amended as of the Amendment Effective Date by deleting the language “April
  30, 2007” in clause (a) of the definition of “Commitment
  Termination Date” and substituting in lieu thereof the language “June
  30, 2007.” 


	
 

	
 


	
                    6.
  Amendment to Subsection (q) of Annex E (Financial Statements and
  Projections - Reporting) of the Credit Agreement.
  Subsection (q) of Annex E (Financial
  Statements and Projections – Reporting) of the Credit Agreement is hereby amended and
  restated as of the Amendment Effective Date as follows: 


	
 

	
 


	
 

	
               “(q)
  Restated 2004 Audited Financial Statements; 2005 Audited Financial
  Statements; 2006 Fiscal Quarter Financial Information; and 10-Q Filings.
  To Agent, on or prior to March 31, 2007, (i) restated audited Financial
  Statements for Borrower and its Subsidiaries for Fiscal Year ended December
 31, 2004 (the “Restated Financial Statements”), which Restated
  Financial Statements shall be prepared in accordance with GAAP and certified
  without qualification by an independent certified public accounting firm of
  national standing or otherwise acceptable to Agent, (ii) 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, 2005 (the “2005 Year End Financial
  Information”) for Borrower and its Subsidiaries on a consolidated basis,
  which 2005 Year End Financial Information shall be prepared in accordance in
  all respects with subsection (d) hereof, (iii) 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 Quarters ended March 31, 2006, June 30, 2006 and September 30,
  2006 (collectively, the “2006 Fiscal Quarter Financial Information”)
  for Borrower and its Subsidiaries, which 2006 Fiscal Quarter Financial
  Information shall be prepared in accordance in all respects with subsection
  (b) hereof and (iv) any and all quarterly reports on Form 10-Q filed by any
  Credit Party with the Securities and Exchange Commission during the period
  commencing on January 1, 2003 and ending on December 31, 2006 and all other
  documentation required to be delivered pursuant to Section 4.1 (a)
  and clause
  (g) of Annex E
  of the Credit Agreement.”











                    7. 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 legal,
valid and binding obligation of Borrower and each of the other Credit Parties
party thereto, enforceable against each 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). 


                         (iv)
No Default or Event of Default has occurred and is continuing after giving
effect to this Amendment. 


                         (v)
No action, claim, lawsuit, demand, investigation or proceeding is now pending
or, to the knowledge of any Credit Party, threatened against any Credit Party,
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 Borrower’s or, to the extent
applicable, any other Credit Party’s right, power, or competence to enter into
this Amendment or perform any of their respective obligations under this
Amendment, the Amended Credit Agreement or any other Loan Document, or the
validity or enforceability of this Amendment, the Amended Credit Agreement or
any other Loan Document or any action taken under this Amendment, the Amended
Credit Agreement 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 Holdings or Borrower, there does not exist a state of facts
which is reasonably likely to give rise to such proceedings. 


                         (vi)
The representations and warranties of Borrower and the other Credit Parties
contained in the Credit Agreement and each other Loan Document shall be true
and correct 







on and as of
the Amendment Effective Date and 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. 


                    8.
No Other Amendments/Waivers. Except as expressly amended herein, the
Credit Agreement and the other Loan Documents shall be unmodified and shall
continue to be in full force and effect in accordance with their terms. In
addition, this Amendment shall not be deemed a waiver of any term or condition of any Loan Document
and shall not be deemed to prejudice any right or rights which Agent, for
itself and Lenders, may now have or may have in the future under or in
connection with any Loan Document or any of the instruments or agreements
referred to therein, as the same may be amended from time to time. 


                    9.
Outstanding Indebtedness; Waiver of Claims. Each of Borrower and the
other Credit Parties hereby acknowledges and agrees that as of December
14, 2006, the aggregate outstanding principal amount of (i) the Revolving Loan is
$41,261,572.10, (ii) the Term Loan A is $3,000,000 and (iii) the Term Loan B
is $18,000,000, and that such principal amounts are payable pursuant to the
Credit Agreement without defense, offset, withholding, counterclaim or
deduction of any kind. Borrower and each other Credit Party hereby waives,
releases, remises and forever discharges Agent, Lenders and each other
Indemnified Person from any and all claims, suits, actions, investigations,
proceedings or demands arising out of or in connection with the Credit
Agreement (collectively, “Claims”), whether based in contract, tort,
implied or express warranty, strict liability, criminal or civil statute or
common law of any kind or character, known or unknown, which Borrower or any
other Credit Party ever had, now has or might hereafter have against Agent or
Lenders which relates, directly or indirectly, to any acts or omissions of
Agent, Lenders or any other Indemnified Person on or prior to the date hereof; provided,
that neither Borrower nor any other Credit Party waives any Claim solely to the
extent such Claim relates to the Agent’s or any Lender’s gross negligence or
willful misconduct. 


                    10.
Expenses. Borrower and the other Credit Parties hereby reconfirm their
respective obligations pursuant to Sections 1.9 and 11.3 of the
Credit Agreement to pay and reimburse Agent, for itself and Lenders, for all
reasonable costs and expenses (including, without limitation, reasonable fees
of counsel) incurred in connection with the negotiation, preparation, execution
and delivery of this Amendment and all other documents and instruments
delivered in connection herewith. 


                    11.
Effectiveness. This Amendment shall be deemed effective as of the date
hereof (the “Amendment Effective Date”) only upon satisfaction in full
in the judgment of Agent of each of the following conditions: 


                         (i)
Amendment. Agent shall have received five (5) original copies of this Amendment duly executed and
delivered by Agent, the Requisite Lenders, Borrower and the other Credit
Parties. 



                         (ii)
Payment of Fees and Expenses. Borrower shall have paid to Agent (i) a
non-refundable cash amendment fee in the aggregate principal amount of $50,000 for the pro  







rata account of the Lenders and (ii) all
costs, fees and expenses owing in connection with this Amendment and the other
Loan Documents and due to Agent (including, without limitation, reasonable
legal fees and expenses). 


                         (iii)
Representations and Warranties. The representations and warranties of or
on behalf of the Borrowers and the Credit Parties in this Amendment shall be
true and correct on and as of the Amendment Effective Date and the date hereof,
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. 


                    12.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK. 


                    13.
Counterparts. This Amendment may be executed by the parties hereto on
any number of separate counterparts and all of said counterparts taken together
shall be deemed to
constitute one and the same instrument. 


[SIGNATURE PAGES
FOLLOW]








          IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.


	
 

	
 


	
 

	
BUTLER SERVICE GROUP, INC., as
Borrower


	
 

	
By: 


	
 

	
Name: PETER MOHAN


	
 

	
Title: VP - TAX


	
 

	
 


	
 

	
GENERAL ELECTRIC CAPITAL

  CORPORATION, as Agent and Lender


	
 

	
 


	
 

	
By:


	
 

	



	
 

	
Name:


	
 

	



	
 

	
Title: Duly Authorized Signatory













          IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.


	
 

	
 


	
 

	
BUTLER
  SERVICE GROUP, INC.,
  as Borrower


	
 


	
 

	
By: 


	
 

	



	
 

	
Name:


	
 

	



	
 

	
Title: 


	
 

	



	
 

	
 


	
 

	
GENERAL
  ELECTRIC CAPITAL

  CORPORATION, as
  Agent and Lender


	
 

	
By: 


	
 

	
Name: STEVEN SANICOLA


	
 

	
Title: Duly Authorized Signatory











          The
following Persons are signatories to this Amendment in their capacity as Credit
Parties and not as Borrower.


	
 

	
 


	
 

	
BUTLER NEW JERSEY REALTY CORP.


	
 

	
By: 


	
 

	
Name: PETER MOHAN


	
 

	
Title: VP - TAX


	
 

	
 


	
 

	
BUTLER INTERNATIONAL, INC.


	
 

	
By: 


	
 

	
Name: PETER MOHAN


	
 

	
Title: VP - TAX


	
 

	
 


	
 

	
BUTLER SERVICES INTERNATIONAL, INC.


	
 

	
By: 


	
 

	
Name: PETER MOHAN


	
 

	
Title: VP - TAX


	
 

	
 


	
 

	
BUTLER TELECOM, INC.


	
 

	
By: 


	
 

	
Name: PETER MOHAN


	
 

	
Title: VP - TAX


	
 

	
 


	
 

	
BUTLER SERVICES, INC.


	
 

	
By: 


	
 

	
Name: PETER MOHAN


	
 

	
Title: VP - TAX


	
 

	
 


	
 

	
BUTLER UTILITY SERVICE, INC.


	
 

	
By: 


	
 

	
Name: PETER MOHAN


	
 

	
Title: VP - TAX