UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2009

Butler International, Inc.

(Exact name of registrant as specified in charter)


Maryland	0-14951	06-1154321
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


200 E. Las Olas Boulevard, Suite 1730A, Fort Lauderdale, Florida		33301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 761-2200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

On April 21, 2009, Butler Service Group, Inc. (“BSG”) and certain of its affiliates, including Butler International, Inc. (the “Company” and , together with BSG and its affiliates who are parties to the Second Forbearance Agreement, the “Company Credit Parties”), entered into a Second Forbearance Agreement (the “Second Forbearance Agreement”), effective as of April 20, 2009, with General Electric Capital Corporation (“GECC”), as Agent and Lender, in connection with the Third Amended and Restated Credit Agreement, as amended, between the parties (the “Credit Agreement”). The Second Forbearance Agreement provides, among other things, that, without waiving certain existing defaults under the Credit Agreement, GECC will, until the earlier of (i) April 27, 2009, or (ii) termination of the Second Forbearance Agreement by GECC in its discretion upon the occurrence of a default under the Second Forbearance Agreement (as described therein), or an additional default under the Credit Agreement (other than certain already acknowledged defaults existing as of the date of the Second Forbearance Agreement), forbear from the exercise of any of its rights and remedies arising out of such existing events of default under the Credit Agreement. The Company Credit Parties have acknowledged certain existing and continuing defaults under the Credit Agreement, including, among other things, failure to comply with its minimum borrowing availability covenant and other financial covenants, failure to deliver certain financial and other information to GECC, and failure to pay certain charges. BSG has agreed to expend funds solely in accordance with an agreed upon budget, and has acknowledged and agreed that overadvances have occurred under the Credit Agreement, that fees in the amount of $1,900,000 have accrued and are outstanding in connection with such overadvances, and that such amounts are due and payable on August 1, 2009, the Commitment Termination Date under the Credit Agreement. Under the Second Forbearance Agreement, GECC is not obligated to make any additional loans under the Credit Agreement during the forbearance period. As of April 20, 2009, the aggregate outstanding principal amount of loans under the Credit Agreement is $14,612,212.39. The Second Forbearance Agreement does not contain any requirement for the delivery of a Participation Agreement reflecting the terms and conditions of a proposed purchase by Koosharem Corporation dba Select StaffingSM of $1,500,000 of GECC’s interest in the Credit Agreement, as was required in connection with the previously disclosed Forbearance Agreement entered into on March 20, 2009, which expired pursuant to its terms on April 20, 2009. GECC had waived the requirement for such Participation Agreement on April 3, 2009. The Company has previously disclosed its relationship with GECC as a lender in its Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2008, and its Form 10-Q filed with the SEC on June 23, 2008, and such disclosure is incorporated herein by this reference.

The summary of the Second Forbearance Agreement set forth in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the file text of the Second Forbearance Agreement filed as Exhibit 10.1 hereto and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Second Forbearance Agreement, dated as of April 20, 2009, by and among Butler Service Group, Inc. and certain of its affiliates, including Butler International, Inc., and General Electric Capital Corporation, as Agent and Lender.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 23, 2009		Butler International, Inc. (Registrant)
		/s/ Ronald Uyematsu
		Ronald Uyematsu President and Chief Executive Officer

BUTLER INTERNATIONAL INC /MD/ 8-K