0000950137-03-001417 Sample Contracts

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas

THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this “Agreement”), dated as of February 28, 2003, is made by and among the holders of 8.02% Senior Notes due December 30, 2003 (together with their successors and assigns, the “1994 Noteholders”) of Butler Manufacturing Company (the “Company"), the holders of the Company’s 6.57% Senior Notes due March 20, 2013 (together with their successors and assigns, the “1998 Noteholders") and the holders of the Company’s 7.87% Senior Notes due December 30, 2016 (together with their successors and assigns, the “2001 Noteholders” and, together with the 1994 Noteholders and the 1998 Noteholders, collectively the “Noteholders” and individually a “Noteholder"); the following banks or other lenders: Bank of America, N.A., Commerce Bank, N.A. and U.S. Bank National Association (collectively, together with the other lenders from time to time party to the Credit Agreement (as defined below) and their successors and assigns, the “Banks” and each individua

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SECURITY AGREEMENT Among The Grantors Named Herein as Grantors and BANK OF AMERICA, N.A. as Collateral Agent February 28, 2003
Security Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas
First Amendment To the June 1, 1994 Note Agreement Dated February 28, 2003 BUTLER MANUFACTURING COMPANY FIRST AMENDMENT TO NOTE AGREEMENT $35,000,000 Principal Amount 8.02% Senior Notes Due December 30, 2003
Note Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Illinois

Reference is made to the Note Agreement dated as of June 1, 1994 among Butler Manufacturing Company (the “Company”) and the Purchasers named in Schedule I thereto (as amended, the “Note Agreement”), pursuant to which the Company issued $35,000,000 principal amount of its 8.02% Senior Notes due December 30, 2003 (the “Notes You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Agreement.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of February 28th, 2003, (the “Third Amendment Date”) is entered into among BUTLER MANUFACTURING COMPANY, a Delaware corporation (“Borrower”), the banks listed on the signature pages hereof (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Lender (in said capacity, the “Administrative Lender”).

First Amendment To The March 1, 1998 Note Agreement Dated February 28, 2003 BUTLER MANUFACTURING COMPANY FIRST AMENDMENT TO NOTE AGREEMENT $35,000,000 Principal Amount 6.57% Senior Notes Due March 20, 2013
Note Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Illinois

Reference is made to the Note Agreement dated as of March 1, 1998 among Butler Manufacturing Company (the “Company”) and the Purchaser named in Schedule I thereto (as amended, the “Note Agreement”), pursuant to which the Company issued $35,000,000 principal amount of its 6.57% Senior Notes due March 20, 2013 (the “Notes”). You are referred to herein as the “Holder.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Agreement.

First Amendment To The June 20,2001 Note Agreement Dated February 28, 2003 BUTLER MANUFACTURING COMPANY FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT $50,000,000 Principal Amount 7.87% Senior Notes Due December 30, 2016
Note Purchase Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Illinois

Reference is made to the Note Purchase Agreement dated as of June 20, 2001 among Butler Manufacturing Company (the “Company”) and each of the Purchasers named in Schedule A thereto (as amended, the “Note Agreement”), pursuant to which the Company issued $50,000,000 principal amount of its 7.87% Senior Notes due December 30, 2016 (the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Agreement.

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