Unassociated Document


    
      Exhibit
10.2

      


      


      March 20,
2009

      


      
        Butler
Service Group, Inc.

      

      110
Summit Avenue

      Montvale,
NJ 07645

      


      Attn: Ron
Uyematsu

      


       

      SIDE
LETTER

       

      Re:           Participation
Agreement

       

      Ladies
and Gentlemen:

       

      Reference
is made to that certain (i) Third Amended and Restated Credit Agreement, dated
as of August 29, 2007 (including, all annexes, exhibits and schedules thereto,
and as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
by and among Butler Service Group, Inc. (the “Borrower”), the other
Credit Parties signatory thereto (the Credit Parties together with the Borrower,
individually and collectively “You” or “Your”), General
Electric Capital Corporation (“GECC”), as a Lender
and Agent for Lenders (in such capacity, the “Agent”), and the
other Lenders signatory thereto from time to time, and (ii) Forbearance
Agreement, dated as of March 20, 2009, by and among Borrower, the other Credit
Parties signatory thereto and Agent (as amended, supplemented or otherwise
modified from time to time, the “Forbearance
Agreement”).  Unless otherwise defined herein, capitalized
terms used herein shall have the respective meanings provided in the Credit
Agreement.

       

      In
connection with, and as consideration for the Lenders agreeing to enter into,
the Forbearance Agreement, You agree to deliver to Agent on or before March 24,
2009 (or such later date as may be agreed to by Agent in its sole discretion), a
fully executed participation agreement, in form and substance satisfactory to
Agent, by and between GECC, as seller, and Koosharem Corporation d/b/a Select
Staffing (or an Affiliate thereof), as buyer (the “Participation
Agreement”).

       

      This
letter shall constitute a Loan Document under the Credit
Agreement.  Failure to deliver the Participation Agreement in
accordance with the preceding paragraph shall constitute an Event of Default
under Section 9
of the Forbearance Agreement.

       

      This
letter shall be governed by, and construed and interpreted in accordance with,
the laws of the State of New York without regard to choice or conflict of law
principles thereof.  No party may assign its rights, duties or
obligations under this letter without the prior written consent of the other
parties.  This letter may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement. Any amendments to this letter shall be made in writing and signed by
the parties hereto.  The undersigned parties have signed below to
indicate their consent to be bound by the terms and conditions of this
letter.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Please
indicate Your acceptance of and agreement to the foregoing by signing and
returning, by facsimile, the enclosed copy of this Agreement to General Electric
Capital Corporation, Attention: Jim Kaufman.

      
        
          	 	 	 
	 	 	 
	 	 	 
	 	Very
      truly yours,	 
	 	 	 
	 	GENERAL
      ELECTRIC CAPITAL CORPORATION, as Agent	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Dave
      Kopchick	 
	 	 	Title: Vice
      President	 
	 	 	 	 
	 	 	 	 


        

      

                             

       

      AGREED TO
AND ACCEPTED AS OF

      THIS 20th
DAY OF MARCH, 2009.

      


      BUTLER
SERVICE GROUP, INC.

       

      By: /s/
Gerald P. Simone

       

      Name:
Gerald P. Simone

      Title:
SVP Finance & Accounting

       

       

      BUTLER
INTERNATIONAL, INC.

      BUTLER
SERVICES INTERNATIONAL, INC.

      BUTLER
TELECOM, INC.

      BUTLER
PUBLISHING, INC.

      BUTLER OF
NEW JERSEY REALTY CORP.

      BUTLER
SERVICES, INC.

      BUTLER
UTILITY SERVICE, INC.

      BUTLER
RESOURCES, LLC

       

      


      By: /s/
Gerald P. Simone

       

      Name:
Gerald P. Simone

      Title:
SVP Finance & Accounting