exv10w1



 






Exhibit 10.1




TWELFTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT




          TWELFTH AMENDMENT AND LIMITED WAIVER, dated as of November 30, 2005, 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.



W I T N E S S E T H:




          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 and to waive certain
violations of 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 Waiver. Agent and Lenders hereby waive, as of the Amendment Effective Date
(as defined below) all defaults and Events of Default arising solely from Borrower’s failure to
comply with:



               (a) its covenant to deliver to Agent and Lenders within 45 days after the end of the Fiscal
Quarter ended September 30, 2005 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 Quarter ended September 30, 2005 (collectively, the “Third Quarter Financial
Information”); provided that Borrower shall be obligated to provide to Agent and
Lenders the Third Quarter Financial Information by no later than December 12, 2005;



               (b) the Financial Covenant referenced in Section 6.10 of the Credit Agreement and set
forth in clause (d) of Annex G (Minimum Interest Coverage Ratio) of the Credit
Agreement for Fiscal Quarter ended September 30, 2005; and



 









 





               (c) the Financial Covenant referenced in Section 6.10 of the Credit Agreement and set
forth in clause (e) of Annex G (Maximum Leverage Ratio) of the Credit Agreement for
the Fiscal Quarter ended September 30, 2005.



          3. Consent. Borrower has informed Agent that it intends to foreclose on its interests
in Chief Executive Magazine, Inc. (the “Proposed Transaction”). Borrower has requested
that, notwithstanding the provisions of Section 6.8 of the Credit Agreement which would
otherwise prohibit the Proposed Transaction absent the consent of Agent and Lenders, Agent and
Lenders consent to the Proposed Transaction; provided that (a) Borrower shall apply the
proceeds, if any, from the Proposed Transaction to prepay the Loans in accordance with Section
1.3(b)(ii) of the Credit Agreement and (b) Agent shall have a first priority perfected security
interest in any assets acquired pursuant to such foreclosure, subject only to Permitted
Encumbrances.



          4. Amendments to Annex A of the Credit Agreement.




	 	(a)	 	Annex A of the Credit Agreement is hereby amended
as of the Amendment Effective Date by adding the following definition in the
appropriate alphabetical order:
	 
	 	 	 	“’Twelfth Amendment Effective Date’ means the date on which
each of the conditions to effectiveness of the Twelfth Amendment to
this Agreement have been satisfied or waived to the satisfaction of
the Agent.”





           (b)     Annex A of the Credit Agreement is hereby further amended as of the Amendment
Effective Date by deleting the language “July 1, 2006” in clause (a) of the definition of
“Commitment Termination Date” and substituting in lieu thereof the language “October 1,
2006”.



          5. Amendment to Annex E of Credit Agreement. Annex E of the Credit Agreement
is hereby amended as of the Amendment Effective Date by adding the following new clause (p)
immediately following clause (o) thereof:




          ”(p)    Weekly Status Reports. To Agent, on or prior to 1:00 p.m. (New
York time) on each Thursday following the Twelfth Amendment Effective Date, a
detailed status report setting forth the Borrower’s efforts to refinance in full
in cash the Obligations and sell the Montvale Property, and such other
information as may be reasonably requested by Agent, in each case in form and
substance reasonably satisfactory to Agent.”



          6. 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:



               (a)    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.




               (b) This Amendment has been duly executed and delivered by or on behalf of each of Holdings,
Borrower and the other Credit Parties.



               (c) 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).



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



               (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, (i) 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 (ii) 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.



               (f) 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.



          7. 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.




          8. Outstanding Indebtedness; Waiver of Claims. Each of Borrower and the other Credit
Parties hereby acknowledges and agrees that as of November 28, 2005 the aggregate outstanding
principal amount of (i) the Revolving Loan is $40,673,176.64, (ii) the Term Loan A is $9,000,000
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.



          9. 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.



          10. 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:



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



               (b) Payment of Amendment Fee and Expenses. Borrower shall have paid to Agent (i) a
non-refundable cash amendment fee equal to $75,000 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).



               (c) 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.




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



          12. 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:
	 	 

	 

	 	Title:
	 	 

	 

	 	 	 	 

	 
	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL

CORPORATION, as Agent and Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	Name:
	 	 

	 

	 	Title:
	 	 

Duly Authorized Signatory






 









 






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



	 	 	 	 	 
	 	 	BUTLER NEW JERSEY REALTY CORP.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BUTLER INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BUTLER SERVICES INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BUTLER TELECOM, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BUTLER SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BUTLER UTILITY SERVICE, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title: