0000786765-02-000018 Sample Contracts

SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • November 15th, 2002 • Butler International Inc /Md/ • Services-help supply services • New York

SECOND AMENDMENT AND WAIVER, dated as of November 14, 2002, to the Credit Agreement referred to below (this "Amendment") among BUTLER INTERNATIONAL, INC., a Delaware 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.

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MORTGAGE AND SECURITY AGREEMENT
Mortgage and Security Agreement • November 15th, 2002 • Butler International Inc /Md/ • Services-help supply services

PREPARED BY AND UPON RECORDATION RETURN TO: Sills Cummis Radin Tischman Epstein & Gross, P.A. One Riverfront Plaza Newark, New Jersey 07102-5400 Attention: Robert Hempstead, Esq.

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