Butler International Inc /Md/ Sample Contracts

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Agreement • March 30th, 2000 • Butler International Inc /Md/ • Services-help supply services
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ARTICLE I
Asset Purchase Agreement • August 13th, 1998 • Butler International Inc /Md/ • Services-help supply services
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Butler International Inc /Md/ • March 28th, 1997 • Services-help supply services
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Butler International Inc /Md/ • March 29th, 1996 • Services-help supply services
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Agreement • March 30th, 2000 • Butler International Inc /Md/ • Services-help supply services
EXHIBIT 4.2 TRUST UNDER BUTLER INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Amended and Restated as of January 1, 1999)
Trust Agreement • December 29th, 1998 • Butler International Inc /Md/ • Services-help supply services • Pennsylvania
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Butler International Inc /Md/ • November 14th, 1995 • Services-help supply services
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Agreement • March 30th, 2000 • Butler International Inc /Md/ • Services-help supply services
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Fourth Amendment Agreement • March 30th, 2000 • Butler International Inc /Md/ • Services-help supply services
EXECUTION VERSION
Credit Agreement • September 4th, 2007 • Butler International Inc /Md/ • Services-help supply services • Maryland

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 29, 2007 among BUTLER SERVICE GROUP, INC., as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and Lender

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Sixth Amendment Agreement • March 29th, 1996 • Butler International Inc /Md/ • Services-help supply services
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Eighth Amendment Agreement • November 13th, 2000 • Butler International Inc /Md/ • Services-help supply services
INTERCREDITOR AGREEMENT
Intercreditor Agreement • September 4th, 2007 • Butler International Inc /Md/ • Services-help supply services • New York

This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of August 29, 2007, and entered into between GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as administrative agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time and the collateral agent under any amendment, restatement, modification or Refinancing of the First Lien Credit Agreement as defined below (the “First Lien Collateral Agent”), and MONROE CAPITAL MANAGEMENT ADVISORS LLC (“Monroe”) in its capacity as administrative agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”) and acknowledged and agreed by Butler Service Group, Inc., on behalf of itself and its Subsidiaries (as defined in the First Lien Credit Agreement). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

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Tenth Amendment Agreement • May 15th, 2001 • Butler International Inc /Md/ • Services-help supply services
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Ninth Amendment Agreement • May 15th, 2001 • Butler International Inc /Md/ • Services-help supply services
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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • May 15th, 2002 • Butler International Inc /Md/ • Services-help supply services • New Jersey

STOCK PLEDGE AGREEMENT dated as of January 2, 2002, made by and between Jeffrey R. Wescott, an individual whose principal place of business is 231 South LaSalle Street, Chicago, Illinois 60697 (the "Pledgor"), to Butler International, Inc., a Maryland corporation (the "Pledgee" or the "Company").

JOINT FILING AGREEMENT
Exhibit 1 • January 30th, 2006 • Butler International Inc /Md/ • Services-help supply services

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 10th, 2009 • Butler International Inc /Md/ • Services-help supply services

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 1st, 2008 • Butler International Inc /Md/ • Services-help supply services • New York

FOURTH AMENDMENT, dated as of April 28, 2008 to the Credit Agreement referred to below (this “Amendment”), by and among BUTLER SERVICE GROUP, INC., a New Jersey corporation, as the Borrower (the “Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as Lender, and as Agent for Lenders (in such capacity, the “Agent”) and the other Lenders signatory hereto.

SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 4th, 2008 • Butler International Inc /Md/ • Services-help supply services • New York

SIXTH AMENDMENT, dated as of May 30, 2008 to the Credit Agreement referred to below (this “Amendment”), by and among BUTLER SERVICE GROUP, INC., a New Jersey corporation, as the Borrower (the “Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as Lender, and as Agent for Lenders (in such capacity, the “Agent”) and the other Lenders signatory hereto.

SENIOR MANAGEMENT EMPLOYMENT AGREEMENT
Senior Management Employment Agreement • April 30th, 2004 • Butler International Inc /Md/ • Services-help supply services

Employment Agreement (hereinafter called "Agreement") made as of this 18th day of July 2001, between Butler Technical Group, A Division of Butler Services, Inc., (hereinafter called "Employer") and James Beckley (hereinafter called "Employee") who resides at 2449 Westpark Drive, San Jose, California 95124. Employer and Employee agrees as follows:

Contract
Butler International Inc /Md/ • December 21st, 2006 • Services-help supply services • New Jersey

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

SECOND AMENDMENT TO FORBEARANCE AGREEMENT Dated as of November 7, 2008
Forbearance Agreement • November 12th, 2008 • Butler International Inc /Md/ • Services-help supply services • New York

Capitalized terms used in this letter (hereafter referred to as this “Amendment”) and not otherwise defined or limited herein shall have the meanings attributed to such terms in the Forbearance Agreement, dated as of September 29, 2008, among Butler Service Group, Inc., the other Credit Parties signatory thereto and General Electric Capital Corporation, as a Lender and Agent for Lenders, as amended by that certain First Amendment to the Forbearance Agreement, dated as of October 17, 2008 (as amended, the “Forbearance Agreement”).

TENTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
Credit Agreement • July 21st, 2005 • Butler International Inc /Md/ • Services-help supply services • New York

TENTH AMENDMENT AND LIMITED WAIVER, dated as of July 19, 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.

CONSENT AND WAIVER TO SECOND LIEN CREDIT AGREEMENT
Second Lien Credit Agreement • December 12th, 2007 • Butler International Inc /Md/ • Services-help supply services • New York

THIS CONSENT AND WAIVER TO SECOND LIEN CREDIT AGREEMENT, dated as of December 1, 2007 (this "Waiver"), 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, in its capacity as agent for the Lenders ("Agent").

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