1st Amendment to the June 20, 2001 Note Agreement

EXHIBIT 4.1.1

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

Dated as of February 28, 2003

To the Holders of Senior Notes
of Butler Manufacturing Company
Named in the Attached Schedule I

Ladies and Gentlemen:

     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.

     The Company has requested the modification of certain of the covenants and other provisions contained in the Note Agreement. In addition, the Company has recently entered into a Second Amendment to its Credit Agreement with the Banks pursuant to which it has agreed that, among other things, the obligations to the Banks under the Credit Agreement will be secured pursuant to certain security documents. Concurrently with the execution of this First Amendment, the Company is entering into a First Amendment to its Note Agreement dated as of March 1, 1998 with the noteholders party thereto (the “1998 Amendment”) and a First Amendment to its Note Purchase Agreement dated as of June 20, 2001 with the noteholders party thereto (“2001 Amendment”).

1

     The Holders are willing to grant an amendment on the terms and conditions set forth in this First Amendment.

     In consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Holders agree as follows:

SECTION 1. AMENDMENTS

     1.1. Amendment of Section 1.1. Section 1.1 is amended to include the following after the third sentence thereof:

     1.2. Amendment of Section 2.1. Section 2.1 is amended to include the following second paragraph:

2

     1.3. Amendment of Section 5.1.

                    1.3.1. Section 5.1 is amended to include the following defined terms:

3

4

5

                    1.3.3. Section 5.1 is amended to delete the definitions of “Adjusted Consolidated Net Worth”, “Funded Debt” and “Short-Term Debt”.

     1.4. Amendment of Section 6.6.

                    1.4.1. The references in clause (ii)(y) of Section 6.6(c) to “Sections 7.1 through 7.13” and “Sections 7.1 through 7.9” are each amended to read “Sections 7.1 through 7.16”.

6

                    1.4.2. Section 6.6(i) is redesignated as Section 6.6(j) and a new Section 6.6(i) is added to read in its entirety as follows:

     1.5. Addition of Section 6.12. New Section 6.12 is added to read as follows:

     1.6. Addition of Section 6.13. New Section 6.13 shall be added to read as follows:

7

     1.7. Amendment of Section 7.1. Section 7.1 is amended to read in its entirety as follows:

     1.8. Amendment of Section 7.2. Section 7.2 is amended to read in its entirety as follows:

     1.9. Amendment of Section 7.3. Section 7.3 is amended to read in its entirety as follows:

     “7.3. Reserved.”

     1.10. Section 7.4 is amended to read in its entirety as follows:

8

     1.11. Amendment of Section 7.5.

                   1.11.1. Clause (g) of Section 7.5 is amended to read in its entirety as follows:

                    1.11.2. The period at the end of Section 7.5(h) is replaced with “; and” and the following new Section 7.5(i) is added:

                    1.11.3. The following new Section 7.5(j) is added to read as follows:

     1.12. Amendment of Section 7.6. Section 7.6 is amended to read in its entirety as follows:

9

     1.13. Amendment of Section 7.7. The semicolon at the end of clause (a)(i) of Section 7.7 is replaced with “; and”, and clause (a)(iii) is amended to read in its entirety as follows:

     1.14. Amendment of Section 7.10. Section 7.10 is amended to read in its entirety as follows:

10

     1.15. Addition of Section 7.14. New Section 7.14 is added to read as follows:

     1.16. Addition of Section 7.15. New Section 7.15 is added to read as follows:

     1.17. Addition of Section 7.16. New Section 7.16 is added to read as follows:

11

     1.18. Amendment of Section 8.

                    1.18.1. Section 8.1(c) is amended to read in its entirety as follows:

                    1.18.2. Section 8.1(d) is amended to read in its entirety as follows:

                    1.18.3. Section 8.1(f) is amended to read in its entirety as follows:

     "(f) Any representation or warranty made by the Company in this Agreement, any Security Document or in any written statement or certificate furnished by the Company in connection with the issuance and sale of the Notes, or furnished by the Company pursuant to this Agreement or any Security Document, proves incorrect in any material respect as of the date of the issuance or making thereof;”

12

                    1.18.4. The period at the end of Section 8.1(h) is replaced with a semicolon followed by the word “or” and new Section 8.1(i) is added as follows:

     1.19. Amendment of Section 11.1. Section 11.1 is amended to read in its entirety as follows:

     1.20. Addition of Section 11.11. New Section 11.11 is added to read as follows:

13

     1.21. Amendment of Exhibit A. Exhibit A to the Note Agreement is amended in the form attached as Exhibit A to this First Amendment.

SECTION 2. REAFFIRMATION; REPRESENTATIONS AND WARRANTIES

     2.1. Reaffirmation of Note Agreement. The Company reaffirms its agreement to comply with each of the covenants, agreements and other provisions of the Note Agreement and the Notes, including the additions and amendments of such provisions effected by this First Amendment.

     2.2. Note Agreement. The Company represents and warrants that, subject to the effectiveness of this First Amendment, the representations and warranties contained in the Note Agreement are true and correct as of the date hereof, except for such changes, facts, transactions and occurrences that have arisen since June 28, 1994 in the ordinary course of business or as contemplated by this First Amendment and such other matters as have been previously disclosed in writing by the Company to the Holders, and except that any representation made in the Note Agreement that specifies a certain date is only affirmed to be true and correct as of such date.

     2.3. No Default or Event of Default. The Company represents and warrants that, after giving effect to the transactions contemplated hereby, there will exist no Default or Event of Default.

     2.4. Authorization. The Company represents and warrants that:

               2.4.1. Company. The execution, delivery and performance by the Company of this First Amendment and each Security Document to which it is a party have been duly authorized by all necessary corporate or other action and, except as provided herein, do not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. The Note Agreement, this First Amendment and such Security Documents each constitute the legal, valid

14

and binding obligations of the Company, enforceable against it in accordance with its respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

               2.4.2. Subsidiaries. The execution, delivery and performance by each Subsidiary of each Security Document to which it is a party have been duly authorized by all necessary corporate or other action and, except as provided herein, do not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. Such Security Documents each constitute the legal, valid and binding obligations of such Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     2.5. Compliance with Laws, Other Instruments, etc. The Company represents and warrants that:

               2.5.1. Company. The execution, delivery and performance by the Company of this First Amendment and each Security Document to which it is a party will not, except as contemplated herein, (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument by which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

                2.5.2. Subsidiaries. The execution, delivery and performance by each Subsidiary of each Security Document to which it is a party will not, except as contemplated herein, (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Subsidiary under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument by which such Subsidiary is bound or by which any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Subsidiary.

15

SECTION 3. EFFECTIVE DATE

     This First Amendment shall become effective as of the date set forth above upon satisfaction of the following conditions:

     3.1. Consent of Holders to First Amendment The Holders of 100% of the aggregate principal amount of the Notes outstanding shall have executed counterparts of this First Amendment.

     3.2. Amendment of Other Note Agreements. The holders of the Other Notes shall have entered into the 1998 Amendment and the 2001 Amendment, as appropriate.

     3.3. Intercreditor Agreement. The Holders shall have entered into the Intercreditor Agreement on terms satisfactory to it with the Banks, the holders of the Other Notes, and the Collateral Agent.

     3.4. Security Interest. The Holders shall have received executed Security Documents satisfactory to it that create perfected Liens on the Collateral as provided therein and evidence of the perfection of such Liens.

     3.5. Amendment to Credit Agreement. The Holders shall have received a copy of an executed Third Amendment to the Credit Agreement.

     3.6. Amendment Fee. Each Holder, whether or not such Holder executes this First Amendment, shall have received payment of an amendment fee equal to 0.50% of the principal amount of the outstanding Notes held by such Holder.

     3.7. Opinion of Company Counsel. The Holders shall have received an opinion of counsel for the Company, in form and substance satisfactory to the Holders and their special counsel, to the effect set forth in Sections 2.4 and 2.5.

     3.8. Expenses. The Company shall have paid the fees and expenses of special counsel to the Holders.

SECTION 4. MISCELLANEOUS

     4.1. Ratification. Except to the extent amended, modified, deleted or added to hereby, the terms and provisions of the Note Agreement, including the representations and warranties contained therein, shall remain in full force and effect and are ratified, confirmed, remade and approved in all respects as of the date hereof.

     4.2. Reference to and Effect on the Note Agreement. Upon the final effectiveness of this First Amendment, each reference in the Note Agreement and in other documents describing or referencing the Note Agreement to the “Agreement,” “Note Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring to the Note Agreement, shall mean and be a reference to the Note Agreement, as amended hereby.

16

     4.3. Actions in Respect of Future Collateral. The Company agrees to provide such information, take such action, execute such Security Documents and make such other filings as may be necessary to grant the Collateral Agent a Lien on any property now or hereafter constituting Collateral for the equal and ratable benefit of the holders of the Notes, the holders of the Other Notes and the Banks.

     4.4. Binding Effect. This First Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

     4.5. Governing Law. This First Amendment shall be governed by and construed in accordance with Illinois law.

     4.6. Counterparts. This First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but altogether only one instrument.

     4.7. Exchange of Notes. It shall not be necessary for the Holders to surrender their Notes in exchange for new Notes. However, upon any surrender for exchange or transfer, Notes issued in exchange or in connection with a transfer shall be in the form of the attached Exhibit A.

     4.8. Notices to the Company. Pursuant to Section 11.2 of the Note Agreement, the Company hereby designates the following address for the receipt of all notices and communications provided in connection with the Note Agreement:

17

     If you are in agreement with the foregoing, please sign the accompanying counterpart of this First Amendment and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company upon satisfaction of the conditions set forth in Section 3 of this First Amendment.

Acknowledged and agreed to
by each Guarantor:

BMC REAL ESTATE, INC.
BUCON, INC.
BUTLER HOLDINGS, INC.
BUTLER REAL ESTATE, INC.
LESTER BUILDINGS, INC.
BUTLER PACIFIC, INC.
MODULINE WINDOWS, INC.
LIBERTY BUILDING SYSTEMS, INC.

S-1

S-2

S-3

EXHIBIT A

[FORM OF NOTE]

BUTLER MANUFACTURING COMPANY

8.27% SENIOR NOTE

Due December 30, 2003

     THIS NOTE MAY BE SUBJECT TO A HOME OFFICE PAYMENT AGREEMENT AND ACCORDINGLY ANY PROSPECTIVE PURCHASER SHOULD FIRST VERIFY THE UNPAID PRINCIPAL AMOUNT WITH THE COMPANY.

     BUTLER MANUFACTURING COMPANY, a Delaware corporation (the “Company”), for value received, promises to pay to                 or registered assigns, on December 30, 2003, 2013, the principal amount of           Million Dollars ($         ) and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the principal amount from time to time remaining unpaid hereon at the rate of 8.27% per annum from the date hereof until maturity, payable on June 30 and December 30 in each year, commencing December 30, 1994, and at maturity, and to pay interest on overdue principal, Make-Whole Amount and (to the extent legally enforceable) on any overdue installment of interest at the rate of 10.27% per annum until paid. Payments of the principal of, the Make-Whole Amount, if any, and interest on this Note shall be made in lawful money of the United States of America in the manner and at the place provided in Section 2.5 of the Note Agreement as hereinafter defined.

     This Note is issued under and pursuant to the terms and provisions of the Note Agreement, dated as of June 1, 1994, entered into by the Company with the Purchaser named in Schedule I thereto (the “Note Agreement”), and this Note and any holder hereof are entitled to all of the benefits provided for by such Note Agreement or

Exhibit A

referred to therein. Reference is made to the Note Agreement for a statement of such benefits. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Note Agreement.

     As provided in the Note Agreement, upon surrender of this Note for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder hereof or its attorney duly authorized in writing, a new Note for a like unpaid principal amount will be issued to, and registered in the name of, the transferee upon the payment of the taxes or other governmental charges, if any, that may be imposed in connection therewith. The Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

     This Note may be declared due prior to its expressed maturity date, voluntary prepayments may be made hereon and certain prepayments are required to be made, all in the events, on the terms and in the manner as provided in the Note Agreement. Such prepayments include required prepayments on December 30 in each year, commencing December 30, 1997 through December 30, 2002, inclusive, and certain optional prepayments with a Make-Whole Amount.

     Should the indebtedness represented by this Note or any part thereof be collected in any proceeding provided for in the Note Agreement or be placed in the hands of attorneys for collection, the Company agrees to pay, in addition to the principal, Make-Whole Amount, if any, and interest due and payable hereon, all costs of collecting this Note, including reasonable attorneys’ fees and expenses.

     Payment of the principal of, and interest and Make-Whole Amount, if any, on this Note, and all other amounts due under the Note Agreement, is guaranteed pursuant to the terms of a Subsidiary Guaranty dated as of March 1, 1998 of certain Subsidiaries of the Company.*

     This Note and the Note Agreement are governed by and construed in accordance with the laws of the State of Illinois.

2

Exhibit A

3

Exhibit A

SCHEDULE I

Information as to Holder of Notes

23