THIRD AMENDMENT AGREEMENT

 

                                                                EXHIBIT 10.38(c)
                                                                ----------------

                           THIRD AMENDMENT AGREEMENT
                           -------------------------

     AGREEMENT, dated as of May 27, 1999, among BUTLER SERVICE GROUP, INC., a
New Jersey corporation, BUTLER INTERNATIONAL, INC., a Maryland corporation, the
"Subsidiaries" signatory hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, a New
York corporation.

                                   Background
                                   ----------

     A.  Capitalized terms not otherwise defined shall have the meanings
ascribed to them in the Amended and Restated Credit Agreement dated as of
November 7, 1997, between Butler Service Group, Inc. and General Electric
Capital Corporation (as amended, modified or supplemented from time to time, the
"Credit Agreement").

     B.  Borrower, among other things, has made the following Permitted
Acquisition:

     (i) Borrower acquired the assets of Argos Adriatic Corporation (the "Argos
Acquisition") pursuant to the Asset Purchase Agreement dated February 28, 1998
(the "Argos Asset Purchase Agreement") among Butler Telecom, Inc., Argos
Adriatic Corporation ("Argos"), Shashi Mahendru and Vinod Wadhawan (the
"Shareholders"). Under the terms of the Argos Asset Purchase Agreement, the
Shareholders agreed to refrain from certain activities and Borrower agreed to
pay the Shareholders an amount based on the future performance of Argos, as more
fully set forth in the Argos Asset Purchase Agreement. In connection with the
execution and delivery of the Argos Asset Purchase Agreement, the Shareholders
entered into separate Employment Agreements with Borrower dated February 21,
1998 (the "Argos Employment Agreements"). Pursuant to the Settlement Agreement
dated March 31, 1999, between Borrower and the Shareholders (the "Argos
Settlement Agreement"), Borrower and one of the Shareholders agreed to terminate
their employment relationship, accelerate certain payments and extinguish
certain obligations under the Argos Asset Purchase Agreement and the Argos
Employment Agreements, and Borrower agreed to pay the Shareholder the amount of
$1,471,000 (the "Argos Settlement Amount").

     (ii) Borrower acquired the assets of Norwood Computer Service (the "Norwood
Acquisition") pursuant to the Asset Purchase Agreement dated March 31, 1998 (the
"Norwood Asset Purchase Agreement") between Butler Telecom, Inc. and Vassills
"Bill" Chaimanis ("Mr. Chaimanis"), a principal of Norwood Computer Service
("Norwood"). Under the terms of the Norwood Asset Purchase Agreement, Mr.
Chaimanis agreed to refrain from certain activities and Borrower agreed to pay
Mr. Chaimanis an amount based on the future performance of Norwood, as more
fully set forth in the Norwood Asset Purchase Agreement. In connection with the
execution and delivery of the Norwood Asset Purchase Agreement, Mr. Chaimanis
and Borrower entered into the Employment Agreement with Borrower dated March 31,
1998 (the "Norwood Employment Agreement"). Pursuant to the Settlement Agreement
dated January 29, 1999, between Borrower and Mr. Chaimanis (the "Norwood
Settlement Agreement"), Borrower and Mr. Chaimanis agreed to terminate their
employment relationship, accelerate certain payments and extinguish certain
obligations under the Norwood Asset Purchase Agreement and the Norwood
Employment Agreement, and Borrower agreed to pay Mr. Chaimanis the amount of
$1,250,000 (the "Norwood Settlement Amount").

     (iii) Borrower acquired all of the issued and outstanding shares of capital
stock of Corporate Information Systems, Inc. ("CIS") pursuant to the Stock
Purchase Agreement dated August 11, 1997 (the "CIS Stock Purchase Agreement")
between Butler Telecom, Inc. and Jack W. Shoemaker ("Mr. Shoemaker"). Under the
terms of the CIS Stock Purchase Agreement, Mr. Shoemaker agreed to refrain from
certain activities and borrower agreed to pay Mr. Shoemaker amounts based on the
future performance of CIS, as more fully set forth in the CIS Stock Purchase
Agreement. In connection with the execution and delivery of the CIS Stock
Purchase Agreement, Mr. Shoemaker entered into the Employment Agreement with
Borrower dated August 11, 1997 (the "CIS Employment Agreements"). Pursuant to
Settlement Agreement dated March 5, 1999, between each of Mr. Shoemaker and
Borrower (the "CIS Settlement Agreement"), Mr. Shoemaker and Borrower agreed to
terminate their employment relationship, accelerate certain

payments and extinguish certain obligations under the CIS Stock Purchase
Agreement and the CIS Employment Agreements and Borrower agreed to pay Mr.
Shoemaker the amount of $1,415,000 (the "CIS Settlement Amount").

     C.  The Borrower has requested that the Lender consent to payment of the
Norwood Settlement Amount, the Argos Settlement Amount and the CIS Settlement
Amount and allow the amount of the Norwood Settlement Amount, the Argos
Settlement Amount and the CIS Settlement Amount to be included within the amount
of the Acquisition Loan Advance made by Lender to Borrower in connection with,
respectively, the Norwood Acquisition, the Argos Settlement Amount and the CIS
Settlement Amount  and modify the amortization schedule of such respective
Acquisition Loan Advance to include the Norwood Settlement Amount, the Argos
Settlement Amount and the CIS Settlement Amount.

     D.  The Lender has agreed to the Borrower's request subject to the terms
and conditions of this Agreement.

                                    Agreement
                                    ---------

     In consideration of the Background, which is incorporated by reference, the
parties, intending to be legally bound, agree as follows:

     1.  Modifications. All the terms and provisions of the Credit Agreement and
the other Loan Documents shall remain in full force and effect except as
follows:

     (a) Notwithstanding the foregoing, Lender hereby consents to Borrower's
payment of the Norwood Settlement Amount, the Argos Settlement Amount and the
CIS Settlement Amount and agrees that (a) the Norwood Settlement Amount shall be
added to the amount of the Acquisition Loan Advance extended by Lender in
connection with the Norwood Acquisition, (b) the Argos Settlement Amount shall
be added to the amount of the Acquisition Loan Advance extended by Lender in
connection with the Argos Acquisition and (c) the CIS Settlement Amount shall be
added to the amount of the Acquisition Loan Advance extended by Lender in
connection with the CIS Acquisition, such that as of the date of this Agreement,
(x) the amount outstanding under the Acquisition Loan Advance in respect of the
Norwood Acquisition (including the Norwood Settlement Amount) is $6,896,328, (y)
the amount outstanding under the Acquisition Loan Advance in respect of the
Argos Acquisition (including the Argos Settlement Amount is $4,695,073), and (z)
the amount outstanding under the Acquisition Loan Advance in respect of the CIS
Acquisition (including the CIS Settlement Amount) is $1,415,000, and Borrower
shall repay the principal amounts thereof as follows:

Payment Date Amount Norwood Acquisition Argos Acquisition CIS Acquisition (a) The first day of each Fiscal $ 284,192 $ 197,765 $ 50,536 Quarter commencing July 1, 1999, through and including April 1, 2002 (b) July 1, 2002 $3,486,024 $2,321,893 $808,568
(b) The definition of "Borrowing Base" contained in Annex A to the Credit Agreement is deleted and the following is substituted therefor: "Borrowing Base" means on any date of determination thereof, an amount -------------- equal to the sum of (A) eighty-five percent (85%) of Eligible Accounts, (B) seventy-five percent (75%) of Eligible Pending Accounts Receivable and Fixed Contract Accounts Receivable (up to the maximum amount of $15,000,000 in the aggregate), and (C) forty percent (40%) of Eligible Inventory (valued on a first in, first out basis) (up to the maximum amount of $2,000,000 in the aggregate)." 2. Conditions Precedent. The Lender's obligations under this Agreement are -------------------- contingent upon the Lender's receipt of the following, all in form, scope and content acceptable to the Lender in its sole discretion: (a) Amendment Agreement. This Agreement duly executed by the parties ------------------- hereto; and (b) Other. Such other agreements and instruments as the Lender shall ----- require. 3. Reaffirmation By Borrower. The Borrower acknowledges and agrees, and ------------------------- reaffirms, that it is legally, validly and enforceably indebted to the Lender under the Notes without defense, counterclaim or offset, and that it is legally, validly and enforceably liable to the Lender for all costs and expenses of collection and attorneys' fees related to or in any way arising out of this Agreement, the Credit Agreement, the Notes and the other Loan Documents. The Borrower hereby restates and agrees to be bound by all covenants contained in the Credit Agreement and the other Loan Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement remain true and correct in all material respects. The Borrower represents that except as set forth in the Credit Agreement, there are not pending or to the Borrower's knowledge threatened, legal proceedings to which the Borrower or any of the Guarantors is a party, or which materially or adversely affect the transactions contemplated by this Agreement or the ability of the Borrower or any of the Guarantors to conduct its business. The Borrower acknowledges and represents that the resolutions of the Borrower dated on or about November 7, 1997, remain in full force and effect and have not been amended, modified, rescinded or otherwise abrogated. 4. Reaffirmation by Guarantors. Each of the Guarantors acknowledges that --------------------------- each is legally and validly indebted to the Lender under the Guaranty of each without defense, counterclaim or offset. Each of the Guarantors affirms that the Guaranty of each remains in full force and effect and acknowledges that the Guaranty of each encompasses, without limitation, the Obligations, as modified herein. 5. Reaffirmation of Collateral. The Borrower and each of the Guarantors --------------------------- reaffirms the liens, security interests and pledges granted pursuant to the Loan Documents to secure the obligations of each thereunder. 6. Other Representations By Borrower and Guarantors. The Borrower and ------------------------------------------------ each Guarantor represents and confirms that (a) no Default or Event of Default has occurred and is continuing and the Lender has not given its consent to or waived any Default or Event of Default and (b) the Credit Agreement and the other Loan Documents are in full force and effect and enforceable against the Borrower and each Guarantor in accordance with the terms thereof. The Borrower and each Guarantor represents and confirms that as of the date hereof, each has no claim or defense (and the Borrower and each Guarantor hereby waives every claim and defense) against the Lender arising out of or relating to the Credit Agreement and the other Loan Documents or the making, administration or enforcement of the Loans and the remedies provided for under the Loan Documents. 7. No Waiver By Lender. The Borrower and each Guarantor acknowledges that ------------------- (a) by the execution by each of this Agreement, the Lender is not waiving any Default, whether now existing or hereafter occurring, disclosed or undisclosed, by the Borrower under the Loan Documents and (b) the Lender reserves all rights and remedies available to it under the Loan Documents and otherwise. The parties have executed this Agreement as of the date first above written. Borrower: -------- BUTLER SERVICE GROUP, INC. By /s/ Michael C. Hellriegel ------------------------- Michael C. Hellriegel Title: SeniorVice President - Finance Parent: BUTLER INTERNATIONAL, INC. By /s/ Michael C. Hellriegel ------------------------- Michael C. Hellriegel Title: Senior Vice President - Finance Subsidiaries: ------------ BUTLER TECHNOLOGY SOLUTIONS, INC. By /s/ Michael C. Hellriegel ------------------------- Name: Michael C. Hellriegel Title: Senior Vice President and Chief Financial Officer BUTLER TELECOM, INC. By /s/ Michael C. Hellriegel ------------------------- Name: Michael C. Hellriegel Title: Senior Vice President and Chief Financial Officer BUTLER SERVICES, INC. By /s/ Michael C. Hellriegel ------------------------- Name: Michael C. Hellriegel Title: Senior Vice President and Chief Financial Officer BUTLER UTILITY SERVICE, INC. By /s/ Michael C. Hellriegel ------------------------- Name: Michael C. Hellriegel Title: Senior Vice President and Chief Financial Officer Lender: ------ GENERAL ELECTRIC CAPITAL CORPORATION By /s/ Martin Greenberg -------------------- Name: Martin Greenberg Title: Duly Authorized Signatory

Basic Info X:

Name: THIRD AMENDMENT AGREEMENT
Type: Third Amendment Agreement
Date: March 30, 2000
Company: BUTLER INTERNATIONAL INC /MD/
State: Maryland

Other info:

Date:

  • May 27 , 1999
  • February 28 , 1998
  • February 21 , 1998
  • March 31 , 1999
  • March 31 , 1998
  • January 29 , 1999
  • August 11 , 1997
  • March 5 , 1999
  • July 1 , 1999
  • April 1 , 2002
  • November 7 , 1997

Organization:

  • BUTLER INTERNATIONAL , INC.
  • Restated Credit Agreement
  • Butler Service Group , Inc.
  • General Electric Capital Corporation
  • Argos Adriatic Corporation
  • Argos Asset Purchase Agreement
  • Argos Employment Agreements
  • Norwood Computer Service
  • Norwood Asset Purchase Agreement
  • Norwood Employment Agreement
  • Corporate Information Systems , Inc.
  • Butler Telecom , Inc.
  • CIS Stock Purchase Agreement
  • CIS Employment Agreements
  • Norwood Settlement Amount
  • Argos Settlement Amount
  • Acquisition Loan Advance
  • Payment Date Amount Norwood Acquisition Argos Acquisition CIS
  • Event of Default
  • Chief Financial Officer BUTLER TELECOM

Location:

  • New Jersey
  • Maryland
  • New York
  • Norwood

Money:

  • $ 1,471,000
  • $ 1,250,000
  • $ 6,896,328
  • $ 4,695,073
  • $ 1,415,000
  • $ 284,192 $ 197,765 $ 50,536
  • $ 3,486,024 $ 2,321,893 $ 808,568
  • $ 15,000,000
  • $ 2,000,000

Person:

  • BUTLER
  • Shashi Mahendru
  • Vinod Wadhawan
  • Chaimanis
  • Jack W. Shoemaker
  • Michael C. Hellriegel
  • s Martin Greenberg

Percent:

  • eighty-five percent
  • 85 %
  • seventy-five percent
  • 75 %
  • forty percent
  • 40 %