Exhibit 10.2
June 13, 2008
Butler Service Group, Inc.
110 Summit Avenue
Montvale, New Jersey 07645
Re: Butler Third Amendment to Second Lien Credit Agreement
Ladies and Gentlemen:
Reference is made to the Third Amendment to Second Lien Credit Agreement (the “Third Amendment”) dated as of May 28, 2008. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings provided in the Third Amendment and if not defined therein shall have the respective meanings provided for in the Credit Agreement (as defined in the Third Amendment).
This letter modifies the Third Amendment by amending and restating Section 4(a)(iii) to read as follows:
(iii) “ Forbearance Termination Date” means the earlier to occur of (i) 5:00 p.m. (Chicago time) on July 1, 2008, and (ii) the date upon which a Forbearance Default occurs.
[Signature page follows]
Please indicate your acceptance of and agreement to the foregoing by signing and returning, by facsimile (312-258-8350), this Letter to Monroe Capital Management Advisors, LLC, Attention: Mark Bohntinsky.
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| Very truly yours, |
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| MONROE CAPITAL MANAGEMENT ADVISORS LLC |
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| By: | /s/ Mark Bohntinsky |
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| Title: | SVP |
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| GARRISON FUNDING 2008-1 LTD. |
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| By: /s/ Joseph Tansey |
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| Title: President |
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| MC FUNDING, LTD. |
| By: Monroe Capital Management, LLC, |
| as Collateral Manager |
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| By: | /s/ Mark Bohntinsky |
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| Title: | SVP |
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AGREED TO AND ACCEPTED AS OF |
THIS ________ DAY OF JUNE, 2008. |
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BUTLER SERVICE GROUP, INC. |
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By: | /s/ Mark Koscinski |
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Title: | SVP, CFO |
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