Exhibit 10.1 


EIGHTH
AMENDMENT TO SECOND LIEN CREDIT AGREEMENT


          THIS
EIGHTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, dated as of February 12, 2009
(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. Annex G of the Credit Agreement is hereby amended and restated as of the
Amendment Effective Date by amending and restating clauses (a), and (b), in
their entirety and substituting in lieu thereof the following new clauses (a),
and (b):


          “(a)
Maximum Capital Expenditures. For the period commencing on January 1,
2009 and ending on March
1, 2009, Holdings and its Subsidiaries on a consolidated basis shall not make Capital Expenditures that exceed $100,000 in
the aggregate during such period.


          (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:


	
 

	
 


	
 

	
          (i)
          1.05:1.00 for the
 Fiscal Quarter ending June 30, 2008;


	
 

	
 


	
 

	
          (ii)
         1.05:1.00 for the
 period of two (2) consecutive Fiscal Quarters ending September 30, 2008;


	
 

	
 


	
 

	
          (iii)
        1.00:1.00 for the
 period of three (3) consecutive Fiscal Quarters ending December 31, 2008;


	
 

	
 


	
 

	
          (iv)
        1.05:1.00 for
 each period of four (4) consecutive Fiscal Quarters ending March 31, 2009;













	
 

	
 


	
 

	
          (v)
         1.10:1.00 for
 each period of four (4) consecutive Fiscal Quarters ending thereafter.”





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


                    (a)
      Notwithstanding anything
to the contrary contained in the Seventh Amendment to the Second Lien Credit
Agreement dated as of December 31, 2008 (the “Seventh  Amendment”) between the
Borrower, the Lenders and the Agent, during the period commencing on the
Amendment Effective Date and ending on March 1, 2009, and provided that no
Default or Event of Default has occurred Agent and the Lenders agree to waive
the requirements set forth in (x) clause (c) of Annex G of the Credit Agreement solely
for purposes of determining compliance with Section 6.10 of the Credit
Agreement during such period and (y) Section 8.1(n) of the Credit Agreement.


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


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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)       This
Amendment
 constitutes a legal, valid and binding obligation of the Credit Parties,
 enforceable against the Credit Parties 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)       No
Default or Event
 of Default has occurred and is continuing after giving effect to this
 Amendment except as referenced in Section 3 of the Seventh Amendment.





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          (e)          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 any Credit Party’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 Credit Parties, 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 Credit Parties contained in the Credit
 Agreement and each other Loan Document are 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 was true 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 Amendment; provided that Sections 2 and 3
hereof shall not become effective until the date (the “Amendment Effective Date”)
when the following additional conditions have also been satisfied:


                    (a)         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.


                    (b)         The
First Lien Credit
Agreement Ninth 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 Ninth Amendment.


          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 Amendment 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.    OUTSTANDING INDEBTEDNESS; WAIVER OF CLAIMS. Each of Borrower and the other
Credit Parties hereby acknowledges and agrees that as of February 12, 2009, the aggregate
outstanding principal amount of the Term B Loan is $19,350,261.43, and that such principal
amount is 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


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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 Agent’s or any Lender’s gross negligence or willful
misconduct.


            SECTION
    8.    REAFFIRMATION OF GUARANTIES AND LOAN DOCUMENTS. Each Credit Party
    hereby: (a) consents to and approves all of the terms of this Amendment, (b)
    reaffirms all of its covenants, agreements, guaranties, indebtedness, liabilities
    and obligations under the Loan Documents to which it is a party; (c) agrees
    that the Loan Documents to which it is a party shall and do remain in full
    force and effect; and (d) agrees that the Loan Documents to which it is a
    party shall and do continue to constitute the legal, valid and binding obligations
    of such party, enforceable against it in accordance with the terms of the
    Loan Documents to which it is a party and that such obligations shall not
    be discharged or affected by any modification, extension, renewal or amendment
    of the terms of the Credit Agreement or the other Loan Documents. Each Credit
    Party (other than the Borrower) acknowledges and agrees that although it has
    been informed of the matters set forth herein and has agreed to the same,
    the Agent and Lenders have no obligation to inform such Credit Party of such
    matters in the future or seek the agreement or acknowledgment of such Credit
    Party to future amendments or waivers of the terms of the Loan Documents,
    and nothing herein shall create such a duty.


          SECTION
9.    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 Amendment.


                    (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 Amendment 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.


                    (d)
      This
Amendment shall
constitute a Loan Document under the Credit Agreement.


          SECTION
10.    EXECUTION IN COUNTERPARTS. This Amendment may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one
agreement.


          SECTION
11.   GOVERNING
LAW. THIS AMENDMENT 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


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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 AMENDMENT OR TO ANY
MATTER ARISING OUT OF OR RELATING TO
THIS AMENDMENT; 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 AMENDMENT
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 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
12.    HEADINGS. Section headings in this Amendment are included herein for
convenience
of reference only and shall not constitute a part of this Amendment for any
other purposes.


[signature pages follow]


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          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/ Gerald P. Simone


	
 

	
 

	



	
 

	
Name:

	
  Gerald
 P. Simone







	
 

	
 

	
 


	
 

	
Title:

	
  SVP Accounting & Finance








	
 

	
 


	
 

	
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 Accounting & Finance








	
 

	
 

	
 


	
 

	
MONROE CAPITAL MANAGEMENT 


	
 

	
ADVISORS LLC, in its
 individual capacity and as Agent








	
 

	
 

	
 

	
 


	
 

	
By: /s/ Alex Franky


	
 

	
 

	



	
 

	
Name:

	
  Alex Franky







	
 

	
 

	
 


	
 

	
Title:

	
  Vice President





Signature Page to Eighth Amendment







	
 

	
 

	
 

	
 


	
 

	
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: /s/ Alex Franky


	
 

	
 

	



	
 

	
Name:

	
  Alex Franky







	
 

	
 

	
 


	
 

	
Title:

	
  Vice President





Signature Page to Eighth
Amendment







EXHIBIT A


NINTH AMENDMENT AND CONSENT TO 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT