exv4w8



 





Exhibit 4.8




NOTEHOLDER AMENDMENT AGREEMENT




     This
NOTEHOLDER AMENDMENT AGREEMENT (this
“Agreement”), dated as of
December 30, 2003, by and among (i) BUTLER MANUFACTURING COMPANY (the
“Company”), (ii) the undersigned holders of the 1994 Notes (as constituted from
time to time, the “1994 Noteholders”), (iii) the undersigned holders of the
1998 Notes (as constituted from time to time, the
“1998 Noteholders”), and (iv)
the undersigned holders of the 2001 Notes (as constituted from time to time,
the “2001 Noteholders”, and together with the 1994 Noteholders and the 1998
Noteholders, the “Noteholders”).



RECITALS:




     A. Pursuant to that certain Note Agreement, dated as of June 1, 1994 (as
amended pursuant to the First Amendment, dated as of February 28, 2003, and as
further amended from time to time, the “1994 Note
Agreement”), the Company
issued to the 1994 Noteholders $35,000,000 in original principal amount of its
8.02% Senior Notes due December 30, 2003 (as amended from time to time, the
“1994 Notes”).



     B. Pursuant to that certain Note Agreement, dated as of March 1, 1998 (as
amended pursuant to the First Amendment, dated as of February 28, 2003, and as
further amended from time to time, the “1998 Note
Agreement”), the Company
issued to the 1998 Noteholders $35,000,000 in original principal amount of its
6.57% Senior Notes due March 20, 2013 (as amended from time to time, the “1998
Notes”).



     C. Pursuant to that certain Note Purchase Agreement, dated as of June 20,
2001 (as amended pursuant to the First Amendment, dated as of February 28,
2003, and as further amended from time to time, the “2001 Note Agreement” and
together with the 1994 Note Agreement and the 1998 Note Agreement, the “Note
Agreements”), the Company issued to the 2001 Noteholders $50,000,000 in
original principal amount of its 7.87% Senior Notes due December 30, 2003 (as
amended from time to time, the “2001 Notes” and together with the 1994 Notes
and 1998 Notes, the “Notes”).



     D. The Company has requested that the Noteholders temporarily defer and
postpone receipt of certain payments in respect of the Note Agreements and the
Notes on December 30, 2003 and March 20, 2004.



 









 





     E. Subject to the terms and conditions hereinafter set forth, the
Noteholders have agreed to the Company’s requests.



AGREEMENT:




     NOW THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:



SECTION 1. DEFINED TERMS.



     1.1 Defined Terms. As used herein, the following terms shall have the
meanings set forth below or in the document or the Section of this Agreement
referenced below. The terms used herein and not defined herein shall have the
respective meanings ascribed to such terms in the Note Agreements.



     “Blocked Account Agreement” — That certain blocked account agreement
substantially in the form of Exhibit A hereto.



     “Butler Manufacturing Company Blocked Account” — Section 4.3(e).



     “Company” — Introduction.



     “Company Financial Advisor” —  FTI Consulting, Inc. or any such
financial advisor that the Company shall designate from time to time, provided
such financial advisor shall be reasonably acceptable to the Required Holders.



     “Credit Agreement” — That certain Credit Agreement, dated as of June 20,
2001, as amended from time to time and as in effect on the date hereof, among
the Company, certain Subsidiaries of the Company, the lenders party thereto
from time to time (the “Banks”), and Bank of America, N.A. as the
administrative lender and the Banks.



     “Current Covenant Defaults” — Those certain Events of Default included on
Schedule 1 attached hereto.



     “Default Rate” — means (a) 10.02%, as set forth in Section 1.1 of the
1994 Note Purchase Agreement and the first paragraph of the 1994 Notes; (b)
8.57%, as set forth in Section 1.1 of the 1998 Note Purchase Agreement and



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the first paragraph of the 1998 Notes; and (c) 9.87%, as set forth in the first
paragraph of the 2001 Notes.




     “Deferral Period” — the period from and after the Effective Date until,
but excluding, the Deferral Termination Date.



     “Deferral Termination Date” — 10:00 a.m. (New York time) on the earlier
to occur of (i) April 30, 2004 and (ii) the date of the occurrence of any
Deferral Termination Event.



     “Deferral
Termination Event” — means any of the following:




     (a) the failure by the Company to comply with any of the terms and
provisions set forth in this Agreement;




     (b) the failure of any representation or warranty in Section 3 to be
true and correct; or




     (c) the occurrence of any Default or Event of Default other than the
Current Covenant Defaults.



     “Domestic Restricted Subsidiary” — Any Restricted Subsidiary which is not
a Foreign Subsidiary.



     “Foreign
Subsidiary” — Any Subsidiary which is organized or established
outside of the United States of America.



     “Intercreditor Agreement” —  That certain Intercreditor and Collateral
Agency Agreement, dated as of February 28, 2003, by and among the Noteholders,
the Company, the Banks, and Bank of America, N.A. as collateral agent and
escrow agent.



     “1994 Note Agreement” — Recital A.



     “1994 Noteholders” — Introduction.



     “1994 Notes” — Recital A.



     “1998 Note Agreement” — Recital B.



     “1998 Noteholders” — Introduction.



     “1998 Notes” — Recital B.



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     “Note Agreements” — Recital C.



     “Noteholders’
Financial Advisor” — PricewaterhouseCoopers Corporate Finance
LLC, or any such financial advisor that the Noteholders shall designate from
time to time.



     “Noteholders” — Introduction.



     “Noteholders’ Professionals” — Section 4.2.



     “Notes” — Recital C.



     “Purchaser”
— Section 4.3(a).



     “Required Holders” — together, (i) the holders of more than 51% in
aggregate principal amount of outstanding 1994 Notes, plus (ii) the holders of
more than 51% in aggregate principal amount of outstanding 1998 Notes, plus
(iii) the holders of more than 51% in aggregate principal amount of outstanding
2001 Notes.



     “Retainer Letters” — collectively, (i) the retainer letter dated
September 8, 2003, signed by Special Counsel and countersigned by the Company
and (ii) such other retainer letters as may hereinafter be signed by one of the
Noteholders’ Professionals and countersigned by the Company in respect of fees
and expenses payable by the Company in accordance with the Note Agreements and
this Agreement.



     “Special Counsel” — Bingham McCutchen LLP and/or such other law firm(s)
as the Required Holders may designate from time to time.



     “Subject Events” — Those certain events of default under the Credit
Agreement included on Schedule 2 attached hereto.



     “2001 Note Agreement” — Recital C.



     “2001 Noteholders” — Introduction.



     “2001 Notes” — Recital C.



     “Weekly Cash Report” — Section 4.3(f).



SECTION 2. TEMPORARY DEFERRAL.



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     2.1 Temporary Deferral Period. Solely during the Deferral Period (but not
thereafter), each of the Noteholders hereby agrees to defer receipt of the
following payments due under the Notes and under the Note Agreements, provided
however in all circumstances the deferred obligations shall (i) accrue interest
at the Default Rate from and after the scheduled due date until paid as though
there is no deferral and (ii) be subject to the provisions of Section 7.9
herein.




     (a) principal due and payable on December 30, 2003 under Section 2.1
of the 1994 Note Agreement and the first paragraph of the 1994 Notes;




     (b) interest due and payable on December 30, 2003 under Sections 1.1
and 6.13 of the 1994 Note Agreement and the first paragraph of the 1994
Notes;




     (c) principal due and payable on March 20, 2004 under Section 2.1(a)
of the 1998 Note Agreement and the first paragraph of the 1998 Notes;




     (d) interest due and payable on March 20, 2004 under Sections 1.1
and 6.13 of the 1998 Note Agreement and the first paragraph of the 1998
Notes; and




     (e) interest due and payable on December 30, 2003, under Section 9.7
of the 2001 Note Agreement and the first paragraph of the 2001 Notes;



SECTION 3. WARRANTIES AND REPRESENTATIONS.



     To induce the Noteholders to enter into this Agreement, the parties hereby
warrant and represent to the Noteholders, as of the Effective Date:



     3.1 Organization, Existence and Authority of Company and Subsidiaries.
The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware. The Company has all
requisite corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. The Company represents and warrants
that each of the Subsidiaries is an organization duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
organization.



     3.2 Authorization, Execution and Enforceability. The execution and
delivery by the Company and each Subsidiary Guarantor of



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this Agreement and the performance by the Company and each Subsidiary
Guarantor of its obligations hereunder have been duly authorized by all
necessary action on the part of the Company and each Subsidiary Guarantor.
This Agreement has been duly executed and delivered by the Company and each
Subsidiary Guarantor. This Agreement constitutes a valid and binding
obligation of the Company and each Subsidiary Guarantor, enforceable in
accordance with its terms, except that the enforceability thereof may be:





     (a) limited by bankruptcy, insolvency or other similar laws
affecting the enforceability of creditors’ rights generally; and




     (b) subject to the availability of equitable remedies.



     3.3 No Conflicts or Defaults. Neither the execution and delivery by the
Company or each Subsidiary Guarantor of this Agreement, nor the performance by
the Company or each Subsidiary Guarantor of its obligations hereunder,
conflicts with, results in any breach in any of the provisions of, constitutes
a default under, violates or results in the creation of any Lien upon any
property of the Company or any Subsidiary Guarantor under the provisions of:




     (a) any charter document or bylaws of the Company or any Subsidiary
Guarantor;




     (b) any material agreement, instrument or conveyance to which the
Company or any Subsidiary Guarantor may be bound or affected; or




     (c) any statute, rule or regulation or any order, judgment or award
of any court, tribunal or arbitrator by which the Company, any Subsidiary
Guarantor or any properties of the Company or any Subsidiary Guarantor,
may be bound or affected.



     3.4 Governmental Consent. Neither the execution and delivery by the
Company or any Subsidiary Guarantor of this Agreement, nor the performance by
the Company or any Subsidiary Guarantor of its obligations hereunder, is such
as to require a consent, approval or authorization of, or filing, registration
or qualification with, any governmental authority on the part of the Company or
any Subsidiary Guarantor as a condition thereto under the circumstances and
conditions contemplated by this Agreement.



     3.5 No Defaults or Events of Default. After giving effect to the
transactions contemplated by this Agreement, no Default or Event of Default
will exist under any of the Note Agreements (other than the Current



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Covenant Defaults), the Credit Agreement (other than the Subject Events),
this Agreement, or any other credit agreement to which the Company or any
Subsidiary is a party.



SECTION 4. COMPANY COVENANTS AND AGREEMENTS.



     4.1 Inspection. The Company will, and will cause each of its Subsidiaries
to, permit representatives of any Noteholder including, without limitation,
but not limited to the Noteholders’ Financial Advisor and Special Counsel,
during normal business hours, to examine, copy and make extracts from its books
and records, to inspect any of its properties, and to discuss its business and
affairs with its officers, its outside accountants, and the Company Financial
Advisor all to the extent reasonably requested by such Noteholder or
Noteholders’ Professional.



     4.2 Fees and Expenses of Noteholders and Noteholders’ Professionals.
Without limiting anything set forth in the Note Agreements, the Company shall
pay, within five (5) Business Days of receipt of any invoice, all reasonable
fees, expenses and disbursements of the Noteholders (including, but not limited
to, the fees, expenses and disbursements allocated to the internal legal
departments of the respective Noteholders, and travel and related expenses of
the Noteholders and the Noteholders’ Professionals in attending in-person
meetings with or relating to the Company and/or the Company Financial Advisor).
The Company shall make all payments required to be made by it pursuant to, and
in the manner and pursuant to the timing set forth in, each of the Retainer
Letters. The Company also agrees to the hiring or the continued employment, as
the case may be, by the Noteholders and their Special Counsel of the
Noteholders’ Financial Advisor, local counsel in one or more applicable states
or countries who can render advice and services in connection with local
specific law and bankruptcy law and who can render advice and services in
connection with legal issues related to the Company’s foreign subsidiaries,
and/or such persons as the Required Holders shall designate from time to time
(together with the Special Counsel and the Noteholders’ Financial Advisor, the
“Noteholders’ Professionals”). The Noteholders’ Professionals shall be
selected by the Noteholders in their sole discretion. The Company further
agrees to pay, within five (5) Business Days of the receipt of any invoice from
the Noteholders’ Professionals or their Special Counsel, all reasonable fees
and expenses, in accordance with this Agreement, that are incurred by the
Noteholders (or their Special Counsel) as a result of retaining the
Noteholders’ Professionals, The Company shall provide the Noteholders’
Professionals with full onsite access to the Company’s books and records and
the opportunity to discuss the Company’s financial condition, performance,



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financial statements and other matters pertinent to the Noteholders’
investment in the Company with its officers, independent accountants and
Company Financial Advisor in order to permit the Noteholders’ Professionals to
fully investigate any matter that arises during their review of the financial
information of the Company and its Subsidiaries. The Noteholders’ Financial
Advisor shall not have any duty to share its work product with, or accept
instructions from, the Company or any other Person working on the Company’s
behalf. Notwithstanding anything else in this Section, the Company shall not
be required to grant access to any privileged information, and all information
shall be Confidential Information that is subject to the confidentiality
provisions of the Note Agreements.



     4.3 Supplemental Covenants of the Company. From and after the Effective
Date, the Company hereby absolutely and unconditionally covenants, agrees and
warrants that:




     (a) Sale Documentation. The Noteholders shall receive executed
copies of definitive merger documentation within 24 hours of execution,
but in any event no later than February 9, 2004, setting forth the terms
and conditions of the merger of the Company with a purchaser (the
“Purchaser”) which merger will result in the Company’s immediate
repayment in full of its obligations to the Noteholders including,
without limitation, principal, interest, default interest, Make-Whole
Amounts (as defined in the Note Agreements), and fees. Such Purchaser
shall have financial qualifications reasonably acceptable to the
Noteholders and such definitive merger documentation shall be in form and
substance reasonably satisfactory to the Noteholders with respect to the
treatment of the Notes at the closing of the merger and the conditions to
and of such closing.




     (b) Filing of Applicable Federal, State and Regulatory Materials.
On or prior to the date that is 14 days following the date of execution
of the merger documentation referenced in Section 4.3(a), the Company
shall complete initial submissions for all applicable federal, state and
regulatory approvals, including without limitation tender/proxy materials
and Hart-Scott-Rodino materials as applicable.




     (c) Completion of Transaction. On or prior to April 30, 2004, the
Company shall have received all sufficient approvals and have completed
the transaction contemplated in Section 4.3(a).




     (d) Cash Flow Statements. Commencing January 16, 2004 and every two
calendar weeks thereafter the Company shall deliver to the Noteholders
and Noteholders’ Professionals a 13-week cash flow



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projection with a variance report, such reports to be in detail and
in form reasonably satisfactory to the Noteholders in all respects.




     (e) Bank Account. The Company shall, on or before December 30, 2003,
(i) establish a depository account with the Collateral Agent (as defined
in the Intercreditor Agreement) in the name of the Company that is
subject to the Blocked Account Agreement (the “Butler Manufacturing
Company Blocked Account”) and (ii) deposit $2,580,500 into the Butler
Manufacturing Company Blocked Account, which but for this Agreement would
have been due and payable to certain of the Noteholders on December 30,
2003 and (iii) execute such other documents reasonably requested by the
Noteholders and/or the Collateral Agent in connection with the pledge of
the Butler Manufacturing Company Blocked Account to the Collateral Agent.
On or before March 19, 2004, the Company shall deposit $1,412,250, into
the Butler Manufacturing Company Blocked Account, which but for this
Agreement would have been due and payable to certain of the Noteholders
on March 20, 2004. Notwithstanding the other provisions of this Section
4.3(e), if despite the Company’s best efforts the Collateral Agent has
not opened the Butler Manufacturing Company Blocked Account and executed
the Blocked Account Agreement by the close of business on December 30,
2003, the Company shall not be in default of its obligation to establish
a depository account under this Section 4.3(e) so long as the Company
shall continue to seek to open such account as soon thereafter as
reasonably practicable and, until such account is so opened, the Company
shall deposit and maintain funds of the required amount in an account at
the Collateral Agent bank, segregated on the Company’s accounts from
other operating funds, all in a manner mutually acceptable to Company and
the Noteholders or the Noteholders’ Professionals.




     (f) Domestic Cash Reporting. Commencing with the week ending
Friday, January 9, 2004, and for every week thereafter, the Company shall
furnish on the following Business Day to each of the Noteholders and
Noteholders’ Professionals a domestic cash balance statement which shall
include the maximum and minimum cash balances of such preceding week (the
“Weekly Cash Report”). Cash balances referred to in this Section 4.3(f)
shall include the Company’s consolidated domestic cash and cash
equivalents as of the close of business each day (as determined in
accordance with generally accepted accounting principles) plus, without
duplication, the cash balance in the Company’s and its Domestic
Subsidiaries’ pre-funded domestic disbursement accounts (which shall not
be reduced by the



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amount of any checks outstanding but not presented to such bank for
payment), but shall not include any amounts required to be deposited or
segregated pursuant to Section 4.3(e). If at any time the Company’s cash
balance so determined shall be less than $22,000,000, the Company shall,
within one (1) Business Day thereafter, notify each of the Noteholders
and the Noteholders’ Professionals of such occurrence and thereafter
shall report the Company’s daily cash balance, as of the close of
business on each Business Day to the Noteholders and the Noteholders’
Professionals via electronic mail by the next Business Day, until such
time as the Company’s cash balance has been in excess of $22,000,000 for
at least ten (10) consecutive Business Days.




     (g) Access to Company Financial Advisor. The Company shall ensure
free communication from the Company Financial Advisor to and from the
Noteholders and the Noteholders’ Financial Advisor, subject to applicable
attorney-client privilege, as set forth in the certain letter dated
August 27, 2003 by and between the Company and the Company Financial
Advisor.



     4.4 Further Assurances. The Company will cooperate with the Noteholders
and execute such further instruments and documents as the Noteholders shall
reasonably request to carry out to their satisfaction the transactions
contemplated by this Agreement.



     4.5 No Undisclosed Consideration. Neither the Company nor any of its
Subsidiaries has paid since April 15, 2003, nor will the Company or any of its
Subsidiaries pay, directly or indirectly, any fee, interest, charge or other
consideration to any creditor of the Company or any Subsidiary as a condition
to, or otherwise in connection with, the execution or delivery of any amendment
or deferral, or waiver of any covenant, under any agreement evidencing any
Indebtedness, unless such fee, interest, charge, or other consideration is also
received by the Noteholders under this Agreement. Notwithstanding the
foregoing, this section shall not apply to de minimus or incidental fees,
interest, charges or other consideration paid, directly or indirectly, to any
creditor other than any of the Banks.



     4.6 Retention of Noteholders’ Financial Advisor. On or before January 9,
2004, the Company shall have entered into an acknowledgement and agreement of
the letter between PricewaterhouseCoopers Corporate Finance LLC, as the
Noteholders’ Financial Advisor, and Bingham McCutchen LLP, as Special Counsel,
and shall have delivered to an account identified therein funds in the amount
set forth therein as a retainer with respect to the fees and expenses of the
Noteholders’ Financial Advisor.



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SECTION 5. CONDITIONS PRECEDENT.



     The temporary deferral granted in Section 2.1 shall not become effective
unless all of the following conditions precedent shall have been satisfied
(which satisfaction shall be conclusively presumed once each of the Noteholders
shall have executed and delivered this Agreement) on or before December 30,
2003 (the date of such satisfaction being herein referred to as the “Effective
Date”):



     5.1 Execution and Delivery of this Agreement. The Company shall have
executed and delivered to each Noteholder a counterpart of this Agreement.



     5.2 Meeting with Purchaser. The Purchaser, the Noteholders’ Financial
Advisor and the Noteholders’ Special Counsel shall have met, in person or by
telephone, to discuss on a confidential basis the Purchaser’s business
operations, the proposed merger of the Company with such Purchaser, and such
other matters as such the Noteholders’ Professionals may reasonably request
(excluding the terms of the proposed merger).



     5.3 No Default; Representations and Warranties True. The warranties and
representations set forth in Section 3 shall be true and correct on the
Effective Date and no Default or Event of Default shall exist other than the
Current Covenant Defaults and the Subject Events.



     5.4 Authorization of Transactions. The Company shall have duly authorized
the execution and delivery of this Agreement and each of the documents executed
and delivered in connection herewith and the performance of all of its
obligations contemplated by this Agreement.



     5.5 Proceedings Satisfactory. All documents executed and delivered, and
actions and proceedings taken, in connection with this Agreement shall be
satisfactory to the Noteholders and Special Counsel. The Noteholders and
Special Counsel shall have received copies of such documents and papers as they
may reasonably request in connection therewith, in form and substance
satisfactory to each of them.



     5.6 Payment of Fees and Expenses. The Company shall have paid the fees
and expenses of the Noteholders (including without limitation, the fees and
expenses of the Noteholders’ Professionals) that have been presented to the
Company as of the Effective Date.



SECTION 6. NO PREJUDICE OR WAIVER; REAFFIRMATION.



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     6.1 No Prejudice or Waiver. Except as provided herein, the terms of this
Agreement shall not operate as a waiver by the Noteholders of, or otherwise
prejudice the Noteholders’ rights, remedies or powers under, the Note
Agreements, the Notes, the Security Documents, the Intercreditor Agreement or
applicable law. For avoidance of any doubt, the Noteholders may exercise any
rights under the Note Agreements regarding any current or future default
contained therein. Except as expressly provided herein:




     (a) no terms and provisions of any agreement are modified or changed
by this Agreement;




     (b) the terms and provisions of the Note Agreements shall continue
in full force and effect;



     6.2 Reaffirmation of Outstanding Obligations, Ratification, etc.




     (a) The Company hereby adopts again, ratifies and confirms in all
respects, as its own act and deed, each of the Note Agreements, the
Notes, the Security Documents and any document or instrument delivered
pursuant to or in connection therewith and acknowledges (i) that all such
instruments and documents shall continue in full force and effect and
(ii) that as of the Effective Date, it has no claim or cause of action
against any Noteholder (or any of its respective directors, officers,
employees or agents) or any offset right, counterclaim or defense of any
kind against any of its obligations, indebtedness or liabilities to any
Noteholder nor does it have any intention of bringing any claim or cause
of action against any Noteholder in respect of the foregoing.




     (b) Each Subsidiary Guarantor hereby adopts again, ratifies and
confirms, as its own act and deed (i) the Security Documents; and (ii)
its respective Subsidiary Guaranty and the other instruments or documents
delivered in connection with such Subsidiary Guaranty and purported to be
executed by it and acknowledges (x) that its respective Subsidiary
Guaranty and other related instruments and documents shall continue in
full force and effect and (y) that as of the Effective Date, it has no
claim or cause of action against any Noteholder (or any of its respective
directors, officers, employees or agents) or any offset right,
counterclaim or defense of any kind against any of its obligations,
indebtedness or liabilities to any Noteholder nor does it have any
intention of bringing any such claim or cause of action against any
Noteholder in respect of the foregoing.



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     (c) The Company and each Subsidiary Guarantor hereby waives all
suretyship defenses of whatsoever nature arising out of any Noteholders’
dealings with the Company or any such Subsidiary Guarantor in respect of
the Note Agreements, the Notes, the Security Documents, the Subsidiary
Guaranty or otherwise.




     (d) This Agreement shall not, under any jurisdiction whatsoever, be
deemed to be or be construed as a novation of the respective rights and
obligations of the parties hereto under the Note Agreements, the Notes,
or any of the Security Documents. All guarantees, including the
Subsidiary Guaranty, existing as of the date hereof among the parties
hereto (including their successors and assigns) shall remain valid and
enforceable and shall continue to secure the obligations of the Company
pursuant to the Note Agreements and the Notes.



SECTION 7. MISCELLANEOUS.



     7.1 Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York.



     7.2 Duplicate Originals; Facsimile Signatures. Two or more duplicate
originals of this Agreement may be signed by the parties, each of which shall
be an original but all of which together shall constitute one and the same
instrument. This Agreement may be executed in one or more counterparts and
shall be effective when at least one counterpart shall have been executed by
each party hereto, and each set of counterparts which, collectively, show
execution by each party hereto shall constitute one duplicate original.
Facsimile signatures shall be deemed to constitute original signatures and
shall be admissible into evidence for all purposes.



     7.3 Waivers and Amendments. Neither this Agreement nor any term hereof
may be changed, waived, discharged or terminated orally, or by any action or
inaction, but only by an instrument in writing signed by the Required Holders,
however any action, other than the actions contained in Section 2.1, that
originally required 100% consent under the Note Agreements shall continue to
require 100% consent.



     7.4 Section Headings. The titles of the sections hereof appear as a
matter of convenience only, do not constitute a part of this Agreement and
shall not affect the construction hereof.



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     7.5 Survival. All warranties, representations, certifications and
covenants made by or on behalf of the Company and/or the Subsidiaries herein or
in any certificate or other instrument delivered pursuant hereto shall be
considered to have been relied upon by the Noteholders and shall survive the
execution of this Agreement, regardless of any investigation made by or on
behalf of the Noteholders. All statements in any such certificate or other
instrument shall constitute warranties and representations of the Company
and/or the Subsidiaries as the case may be, hereunder.



     7.6 No Third Party Beneficiaries. This Agreement shall be solely for the
benefit of the parties hereto and their respective successors and assigns. No
person not a party hereto, including, without limitation, any other creditor of
the Company or the Subsidiaries, shall have any rights under, or as a result of
the existence of, this Agreement.



     7.7 Acknowledgement. The Company and each of the Subsidiary Guarantors
acknowledges that (a) except as expressly set forth herein, none of the
Noteholders has agreed to (and none has any obligation whatsoever to discuss,
negotiate or agree to) any other restructuring, modification, amendment, waiver
or forbearance with respect to the Notes or the Note Agreements; (b) no
understanding with respect to any other restructuring, modification, amendment,
waiver or forbearance with respect to the Notes, the Note Agreements or any of
the Security Documents shall constitute a legally binding agreement or
contract, or have any force or effect whatsoever, unless and until reduced to
writing and signed by authorized representatives of each party hereto; (c) the
execution and delivery of this Agreement has not established any course of
dealing between the parties hereto or created any obligation or agreement of
any Noteholder with respect to any future restructuring, modification,
amendment, waiver or forbearance with respect to the Notes, the Note Agreements
or any of the other Security Documents; and (d) the Noteholders have heretofore
properly performed and satisfied in a timely manner all of their respective
obligations, if any, to the Company, each Subsidiary and each Subsidiary
Guarantor under the Notes, Note Agreements and the Security Documents. The
Company and each of its Subsidiaries further acknowledges that upon
consummation of the merger with the Purchaser, the Company shall make
contemporaneous payment of all of its obligations to the Noteholders under the
Note Agreements, including, without limitation, all principal, interest,
default interest, Make-Whole Amounts and fees.



     7.8 Indemnification. The Company agrees to indemnify each of the
Noteholders and their respective directors, officers, trustees, employees,
agents and professionals, including without limitation the Noteholders’
Professionals, from, and hold each of them harmless against, any and all



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losses, liabilities, claims, damages or expenses incurred by any of them
arising out of or by reason of any investigation or litigation or other
proceedings (including any threatened investigation, litigation or other
proceedings) relating to, or in connection with, this Agreement, including,
without limitation, the reasonable fees and disbursements of counsel incurred
in connection with any such investigation, litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the person to be
indemnified). Without limiting the generality of the foregoing, the Company
agrees to pay currently the expenses reasonably and necessarily incurred by the
Noteholders and the Noteholders’ Professionals relating to any such
investigation, litigation or other proceedings (including, without limitation,
the fees and expenses of legal counsel) in advance of the final disposition
thereof, unless a court of competent jurisdiction finally determines that the
Company is not obligated to provide such current payment in respect of such
investigation, litigation or proceeding.



     7.9 Default Interest. From and after the Effective Date, all deferred
principal, deferred interest, and other deferred amounts, as applicable, due
and payable to any of the Noteholders shall bear interest at the Default Rate
from and after the scheduled due date until such obligations are paid (whether
paid before or subsequent to the Deferral Termination Date). The Default Rate
shall apply to and accrue on: (i) principal that prior to the execution of this
Agreement was due and payable on December 30, 2003 under the 1994 Note
Agreement, beginning on December 30, 2003 and continuing through and including
the date of payment; (ii) interest that prior to the execution of this
Agreement was due and payable on December 30, 2003 under the 1994 Note
Agreement beginning on December 30, 2003 and continuing through and including
the date of payment; (iii) principal that prior to the execution of this
Agreement was due and payable on March 20, 2004 under the 1998 Note Agreement
beginning on March 20, 2004 and continuing through and including the date of
payment; (iv) interest that prior to the execution of this Agreement was due
and payable on March 20, 2004 under the 1998 Note Agreement beginning on March
20, 2004 and continuing through and including the date of payment; and (v)
interest that prior to the execution of this Agreement was due and payable on
December 30, 2003 under the 2001 Note Agreement beginning on December 30, 2003
and continuing through and including the date of payment. For the avoidance of
doubt, the additional interest payable under Section 6.13 of the 1994 Note
Agreement, Section 6.13 of the 1998 Note Agreement and Section 9.7 of the 2001
Note Agreement shall accrue in addition to the default interest described
herein.



-15-









 





     7.10 Tolling of Statutes of Limitation. The parties hereto agree that all
applicable statutes of limitation in favor of the Noteholders in respect of the
Note Agreements are tolled as of the Effective Date and shall continue to be
tolled and shall not begin running until the Deferral Termination Date.



     7.11 Notices. All notices and communications to the Company and the
Noteholders shall be sent to the addresses and in the manner specified in the
Note Agreements. A copy of all notices and communications to any Noteholder
shall simultaneously be delivered to:



	 	 	 
	 

	 	Bingham McCutchen LLP
	

	 	399 Park Avenue
	

	 	New York, NY 10022
	

	 	Attention: Ronald J. Silverman
	

	 	Phone No.: 212.705.7868
	

	 	Fax No.: 212.752.5378
	

	 	E-mail Address: ronald.silverman@bingham.com
	 
	 	 
	

	 	and
	 
	 	 
	

	 	Bingham McCutchen LLP
	

	 	One State Street
	

	 	Hartford, Connecticut 06103
	

	 	Attention: Scott Falk
	

	 	Phone No.: 860.240.2763
	

	 	Fax No.: 860.240.2800
	

	 	E-mail Address: scott.falk@bingham.com







     7.12 Directly or Indirectly. Where any provision in this Agreement refers
to action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person, including actions taken by or on behalf
of any partnership or limited liability company in which such Person is a
general partner or managing member, as applicable.



     7.13 Entire Agreement. This Agreement, the Note Agreements, the Security
Documents, the Notes, as amended to the date hereof, embody the entire
agreement and understanding between the Noteholders, the Company and all of its
affiliates, including without limitation the parties to the Subsidiary Guaranty
and supersede all prior agreements and understandings relating to the subject
matter hereof and thereof except as otherwise stated in Section 7 hereof.



-16-









 





     7.14 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     7.15 Successors and Assigns. This Agreement shall be binding upon and
enforceable by and against the parties hereto and their respective successors
and assigns.



[REMAINDER OF PAGE IS INTENTIONALLY BLANK.

THE FOLLOWING PAGES ARE SIGNATURE PAGES.]




-17-









 








	 	 	 
	

	 	Accepted and Agreed:
	 
	 	 
	

	 	BUTLER MANUFACTURING COMPANY
	 
	 	 
	

	 	By: /s/Larry C. Miller
	

	 	Name: Larry C. Miller
	

	 	Title: Vice President — Finance
	 
	 	 
	Acknowledged and agreed to
	 	 
	by each Subsidiary Guarantor:
	 	 
	 
	 	 
	BMC REAL ESTATE, INC.
	 	 
	BUCON, INC.
	 	 
	BUTLER HOLDINGS, INC.
	 	 
	BUTLER REAL ESTATE, INC.
	 	 
	LESTER BUILDINGS, INC.
	 	 
	BUTLER PACIFIC, INC.
	 	 
	MODULINE WINDOWS, INC.
	 	 
	LIBERTY BUILDING SYSTEMS, INC.
	 	 
	 
	 	 
	By: /s/ Larry C. Miller
	 	 
	Name: Larry C. Miller
	 	 
	Title: Vice President — Finance
	 	 







 









 






The foregoing is hereby agreed

to as of the date thereof



ALLSTATE LIFE INSURANCE COMPANY



By /s/ Robert B. Bodett

Name: Robert B. Bodett

Title: Authorized Signatory



By /s/ Jerry D. Zinkula

Name: Jerry D. Zinkula

Title: Authorized Signatory



BUSINESS MEN’S ASSURANCE

COMPANY OF AMERICA



By /s/ Douglas W. Kroske

Name: Douglas W. Kroske

Title: Authorized Officer



JOHN HANCOCK LIFE INSURANCE COMPANY



By /s/ Wilma H. Davis

Name: Wilma H. Davis

Title: Authorized Signatory



JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY



By /s/ Wilma H. Davis

Name: Wilma H. Davis

Title: Authorized Signatory



MASSACHUSETTS MUTUAL LIFE

INSURANCE COMPANY



By: David L. Babson & Company, Inc.
       as
investment advisor



By /s/ Richard C. Morrison

Name: Richard C. Morrison

Title: Managing Director



 









 





METROPOLITAN LIFE INSURANCE

COMPANY



By /s/ Jacqueline D. Jenkins

Name: Jacqueline D. Jenkins

Title: Managing Director



NATIONWIDE LIFE INSURANCE

COMPANY OF AMERICA



By /s/ Joseph P. Young

Name: Joseph P. Young

Title: Authorized Signatory



NATIONWIDE INDEMNITY COMPANY



By /s/ Joseph P. Young

Name: Joseph P. Young

Title: Authorized Signatory



NATIONWIDE MUTUAL FIRE INSURANCE

COMPANY



By /s/ Joseph P. Young

Name: Joseph P. Young

Title: Authorized Signatory



PRINCIPAL LIFE INSURANCE COMPANY,

an Iowa corporation



	 	 	 
	By:

	 	Principal Global Investors, LLC
	

	 	a Delaware limited liability company
	

	 	its authorized signatory
	 
	 	 
	

	 	By /s/ Christopher J. Henderson
	

	 	Name: Christopher J. Henderson
	

	 	Title: Counsel
	 
	 	 
	

	 	By /s/ Karen A. Pearston
	

	 	Name: Karen A. Pearston
	

	 	Title: Counsel







 









 






Mellon Bank, N.A., solely in its capacity as Custodian for

Aviva Life-Principal Glob Priv EG Convertible Securities

(as directed by Principal Global Investors, LLC), and not in its individual capacity (MAC & CO) — Nominee Name



By /s/ Bernadette Rist

Name: Bernadette Rist

Title: Authroized Signatory



 









 





Schedule 1




Current Covenant Defaults






	(1)	 	The Company’s failure to comply with, as of September 30, 2003 and during
the Deferral Period, the Fixed Charge Coverage covenant set forth at
Section 7.14 of the 1994 and 1998 Note Agreements and Section 10.5 of the
2001 Note Agreement.
	 
	(2)	 	The Company’s failure to comply with, as of September 30, 2003 and during
the Deferral Period, the Leverage Ratio covenant set forth at Section 7.3
of the Credit Agreement and incorporated by reference by Section 7.16 of
the 1994 Note Agreement, Section 7.15 of the 1998 Note Agreement and
Section 10.16 of the 2001 Note Agreement.
	 
	(3)	 	The Company’s failure to comply with, as of September 30, 2003 and during
the Deferral Period, the Minimum Domestic EBITDA covenant set forth at
Section 7.17 of the Credit Agreement and incorporated by reference by
Section 7.16 of the 1994 Note Agreement, Section 7.15 of the 1998 Note
Agreement and Section 10.16 of the 2001 Note Agreement.
	 
	(4)	 	Any material adverse change with respect to the business, assets,
liabilities, financial position, results of operations or prospective
business of the Company and its Subsidiaries, on a consolidated basis.
	 
	(5)	 	The Event of Default under Section 11.1(j) of the 2001 Note Agreement
caused by the Company’s application for and, if granted, receipt of, a
waiver of the minimum funding standards under section 412 of the Code with
respect to the Company’s defined benefit pension plans. Also, to the
extent the waiver application or grant is a “reportable event” under ERISA
or causes an “accumulated funding deficiency” under section 302 of ERISA,
that “reportable event” and “accumulated funding deficiency” is hereby
disclosed for all purposes of the Note Agreements and shall modify as of
the Effective Date any representations of the Company regarding such
matters, including without limitation Sections 3.1(h) and 6.8(b)(ii) of
the 1994 Note Agreement, Sections 3.1(h) and 6.8(b)(ii) of the 1998 Note
Agreement and Section 5.12(b) of the 2001 Note Agreement.
	 
	(6)	 	The Company’s failure to comply with, as of the Effective Date and during
the Deferral Period, the Debt (as such term is defined in the Credit
Agreement) covenant set forth at Section 7.13 of the Credit Agreement and
incorporated by reference by Section 7.16 of the 1994




 









 







	 	 	Note Agreement, Section 7.15 of the 1998 Note Agreement and Section
10.16 of the 2001 Note Agreement, except that such failure to comply
shall not exceed $2,000,000 with respect to all Debt not otherwise
permitted by Section 7.13 of the Credit Agreement.
	 
	(7)	 	The Company’s failure to comply with, as of the Effective Date and during
the Deferral Period, the Capitalization Ratio (as such term is defined in
the Credit Agreement) covenant set forth at Section 7.1 of the Credit
Agreement and incorporated by reference by Section 7.16 of the 1994 Note
Agreement, Section 7.15 of the 1998 Note Agreement and Section 10.16 of
the 2001 Note Agreement.
	 
	(8)	 	The Company’s failure to comply with, as of the Effective Date and during
the Deferral Period, the Adjusted Consolidated Tangible Net Worth covenant
set forth at Section 7.1 of the 1994 Note Agreement, Section 7.1 of the
1998 Note Agreement and Section 10.1 of the 2001 Note Agreement, and the
Minimum Tangible Net Worth (as such term is defined in the Credit
Agreement) covenant set forth at Section 7.18 of the Credit Agreement and
incorporated by reference by Section 7.16 of the 1994 Note Agreement,
Section 7.15 of the 1998 Note Agreement and Section 10.16 of the 2001 Note
Agreement, in each case to the extent caused by a non-cash adjustment.




 









 












Schedule 2




Subject Events






	(1)	 	The Company’s failure to comply with, as of September 30, 2003 and during
the Deferral Period, the Fixed Charge Coverage covenant set forth at
Section 7.14 of the 1994 and 1998 Note Agreements and Section 10.5 of the
2001 Note Agreement.
	 
	(2)	 	The Company’s failure to comply with, as of September 30, 2003 and during
the Deferral Period, the Leverage Ratio covenant set forth at Section 7.3
of the Credit Agreement and incorporated by reference by Section 7.16 of
the 1994 Note Agreement, Section 7.15 of the 1998 Note Agreement and
Section 10.16 of the 2001 Note Agreement.
	 
	(3)	 	The Company’s failure to comply with, as of September 30, 2003 and during
the Deferral Period, the Minimum Domestic EBITDA covenant set forth at
Section 7.17 of the Credit Agreement and incorporated by reference by
Section 7.16 of the 1994 Note Agreement, Section 7.15 of the 1998 Note
Agreement and Section 10.16 of the 2001 Note Agreement.
	 
	(4)	 	Any material adverse change with respect to the business, assets,
liabilities, financial position, results of operations or prospective
business of the Company and its Subsidiaries, on a consolidated basis.
	 
	(5)	 	The Event of Default under Section 11.1(j) of the 2001 Note Agreement
caused by the Company’s application for and, if granted, receipt of, a
waiver of the minimum funding standards under section 412 of the Code with
respect to the Company’s defined benefit pension plans. Also, to the
extent the waiver application or grant is a “reportable event” under ERISA
or causes an “accumulated funding deficiency” under section 302 of ERISA,
that “reportable event” and “accumulated funding deficiency” is hereby
disclosed for all purposes of the Note Agreements and shall modify as of
the Effective Date any representations of the Company regarding such
matters, including without limitation Sections 3.1(h) and 6.8(b)(ii) of
the 1994 Note Agreement, Sections 3.1(h) and 6.8(b)(ii) of the 1998 Note
Agreement and Section 5.12(b) of the 2001 Note Agreement.
	 
	(6)	 	The Company’s failure to comply with, as of the Effective Date and during
the Deferral Period, the Debt (as such term is defined in the Credit
Agreement) covenant set forth at Section 7.13 of the Credit Agreement and
incorporated by reference by Section 7.16 of the 1994




 









 







	 	 	Note Agreement, Section 7.15 of the 1998 Note Agreement and Section
10.16 of the 2001 Note Agreement, except that such failure to comply
shall not exceed $2,000,000 with respect to all Debt not otherwise
permitted by Section 7.13 of the Credit Agreement.
	 
	(7)	 	The Company’s failure to comply with, as of the Effective Date and during
the Deferral Period, the Capitalization Ratio (as such term is defined in
the Credit Agreement) covenant set forth at Section 7.1 of the Credit
Agreement and incorporated by reference by Section 7.16 of the 1994 Note
Agreement, Section 7.15 of the 1998 Note Agreement and Section 10.16 of
the 2001 Note Agreement.
	 
	(8)	 	The Company’s failure to comply with, as of the Effective Date and during
the Deferral Period, the Adjusted Consolidated Tangible Net Worth covenant
set forth at Section 7.1 of the 1994 Note Agreement, Section 7.1 of the
1998 Note Agreement and Section 10.1 of the 2001 Note Agreement, and the
Minimum Tangible Net Worth (as such term is defined in the Credit
Agreement) covenant set forth at Section 7.18 of the Credit Agreement and
incorporated by reference by Section 7.16 of the 1994 Note Agreement,
Section 7.15 of the 1998 Note Agreement and Section 10.16 of the 2001 Note
Agreement, in each case to the extent caused by a non-cash adjustment.




 









 












EXHIBIT A




BLOCKED ACCOUNT AGREEMENT




 









 








CASH COLLATERAL AND ACCOUNT CONTROL AGREEMENT




     THIS CASH COLLATERAL AND ACCOUNT CONTROL AGREEMENT (as amended or
replaced, this “Agreement”) is executed as of December 30, 2003, by BUTLER
MANUFACTURING COMPANY (“Butler”), and BANK OF AMERICA, N.A., as Collateral
Agent under that certain Intercreditor and Collateral Agency Agreement dated
February 28, 2003 (the “Intercreditor Agreement”) among certain of Butler’s
senior lenders. Capitalized terms used and not defined in this Agreement have
the meaning given in the Intercreditor Agreement.



     This Agreement is being entered into pursuant to that certain Noteholder
Amendment Agreement dated December 30, 2003 (the “Deferral Agreement”) between
Butler and the Noteholders and is the “Blocked Account Agreement” defined
therein.



     1. Butler agrees to deposit cash in the amounts and on the dates required
by Section 4.3(e) of the Deferral Agreement into an interest-bearing account,
number                      , maintained by the Collateral Agent in Butler’s name (the “Blocked
Account”).



     2. Butler hereby grants the Collateral Agent a first priority security
interest in the Blocked Account to secure the Obligations under the Credit
Facilities (each as defined in the Intercreditor Agreement).



     3. Funds may only be withdrawn from the Blocked Account in accordance with
this Agreement, the Security Documents and the Intercreditor Agreement.



     4. This Agreement is binding upon, inures to the benefit of, and is
enforceable by, each of Butler, the Bank Agent, the Lenders, the Noteholders
and the Collateral Agent and their respective successors and permitted assigns.



     5. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument.



     6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas and the applicable laws of the United States of
America.



	 	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A., in its
capacity as Collateral Agent	 	 	 	BUTLER MANUFACTURING COMPANY
	

	 	 	 	 	 	 	 	 
	By:

	 	/s/ John K. Barrett
	 	 	 	By:
	 	/s/ Larry C. Miller
	

	 	
 
	 	 	 	 	 	
 
	

	 	John K. Barrett
	 	 	 	 	 	Larry C. Miller
	

	 	Managing Director
	 	 	 	 	 	Vice President — Finance