1st Amendment to the June 20, 2001 Note Agreement

EXHIBIT 4.4.1

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

Dated as of February 28, 2003

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

Ladies and Gentlemen:

     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.

     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 June 1, 1994 with the noteholders

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party thereto (the “1994 Amendment”) and a First Amendment to its Note Purchase Agreement dated as of March 1, 1998 with the noteholders party thereto (“1998 Amendment”).

     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 9. AMENDMENTS

     9.1. Amendment of Section 1. Section 1 is amended to include the following final sentence:

     9.2. Amendment of Section 7.1. Section 7.1 is amended by redesignating Section 7.1(h) as Section 7.1(i) and by adding a new Section 7.1(h) to read in its entirety as follows:

     9.3. Amendment of Section 7.2. The reference in Section 7.2(a) to “Section 10.13” is amended to read “Section 10.16.”

     9.4. Amendment of Section 8.3. Section 8.3 is amended to read in its entirety as follows:

     "8.3. Change of Control.

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     9.5. Addition of Section 9.6. New Section 9.6 is added to read as follows:

     "9.6. Engagement of Financial Advisor.

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     9.6. Addition of Section 9.7. New Section 9.7 shall be added to read as follows:

     "9.7 Interest.

     9.7. Amendment of Section 10.1. Section 10.1 is amended to read in its entirety as follows:

     "10.1. Net Worth.

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     9.8. Amendment of Section 10.2. Section 10.2 is amended to read in its entirety as follows:

     "10.2. Consolidated Indebtedness.

     9.9. Amendment of Section 10.3. Section 10.3 is amended to read in its entirety as follows:

     "10.3. Reserved.”

     9.10. Amendment of Section 10.4. Section 10.4 is amended to read in its entirety as follows:

     "10.4. Indebtedness of Subsidiaries.

     9.11. Amendment of Section 10.5. Section 10.5 is amended to read in its entirety as follows:

     "10.5. Fixed Charge Coverage.

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     9.12. Amendment of Section 10.6.

              9.12.3. The period at the end of Section 10.6(i) is replaced with “; and” and the following new Section 10.6(j) is added:

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     9.13. Amendment of Section 10.7. The period at the end of clause (a)(i) of Section 10.7 is replaced with “; and” and clause (a)(ii) is amended to read in its entirety as follows:

     9.14. Amendment of Section 10.10. Section 10.10 is amended to read in its entirety as follows:

     "10.10. Designation of Unrestricted and Restricted Subsidiaries.

     9.15.Addition of Section 10.14. New Section 10.14 is added to read as follows:

     "10.14. Restricted Payments.

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     9.16. Addition of Section 10.15. New Section 10.15 is added to read as follows:

     "10.15. Letters of Credit.

     9.17. Addition of Section 10.16. New Section 10.16 is added to read as follows:

     "10.16. Most Favored Nation.

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                    9.18.1. Section 11(c) is amended to read in its entirety as follows:

                    9.18.2. Section 11(e) is amended to read in its entirety as follows:

                    9.18.3. Section 11(f) is amended to read in its entirety as follows:

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                    9.18.4. The period at the end of Section 11(k) is replaced with a semicolon followed by the word “or” and new Section 11(l) is added as follows:

     9.19. Amendment of Section 15. Section 15 is amended to read in its entirety as follows:

     “15. Transaction Expenses.

     9.20. Amendment of Schedule B.

            9.20.1. Schedule B is amended to include the following defined terms:

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            9.20.2. The following definition is amended to read in its entirety as follows:

            9.20.3. Schedule B is amended to delete the definitions of “Adjusted Consolidated Net Worth”, “Funded Debt”, and “Short-Term Debt”.

     9.21. Amendment of Exhibit 1(a). Exhibit 1(a) to the Note Agreement is amended in the form attached as Exhibit 1(a) to this First Amendment.

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SECTION 10. REAFFIRMATION; REPRESENTATIONS AND WARRANTIES

     10.1. 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.

     10.2. 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 27, 2001 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.

     10.3. 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.

     10.4. Authorization. The Company represents and warrants that:

               10.4.1. 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 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).

               10.4.2. 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).

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

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               10.5.1. 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.

               10.5.2. 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.

SECTION 11. EFFECTIVE DATE

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

     11.1. 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.

     11.2. Amendment of Other Note Agreements. The holders of the Other Notes shall have entered into the 1994 Amendment and the 1998 Amendment, as appropriate.

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

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

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

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     11.6. 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.

     11.7. 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.

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

SECTION 12. MISCELLANEOUS

     12.1. 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.

     12.2. 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.

     12.3. 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.

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

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

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

     12.7. 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 1(a).

     12.8. Notices to the Company. Pursuant to Section 18 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:

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                                                                                                                With a copy to:

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     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 Subsidiary 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.

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The foregoing is hereby agreed
to as of the date thereof.

ALLSTATE LIFE INSURANCE COMPANY

By: /s/ Rhonda L. Hopps
Name: Rhonda L. Hopps

By: /s/ Jerry D. Zinkula
Name: Jerry D. Zinkula

     Authorized Signatories

METROPOLITAN LIFE INSURANCE COMPANY

By: /s/ Timothy L. Powell
Name: Timothy L. Powell
Title: Director

PRINCIPAL LIFE INSURANCE
        COMPANY, an Iowa corporation

CGU LIFE INSURANCE COMPANY OF
        AMERICA, a Delaware corporation

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JOHN HANCOCK LIFE INSURANCE
        COMPANY

By: /s/ Michael L. Short
Name: Michael L. Short
Title: Managing Director

JOHN HANCOCK VARIABLE LIFE
        INSURANCE COMPANY

By: /s/ Michael L. Short
Name: Michael L. Short
Title: Authorized Signatory

NATIONWIDE INDEMNITY COMPANY

By: /s/ Joseph P. Young
Name: Joseph P. Young
Title: Credit Officer

NATIONWIDE MUTUAL FIRE
        INSURANCE COMPANY

By: /s/ Joseph P. Young
Name: Joseph P. Young
Title: Credit Officer

NATIONWIDE LIFE INSURANCE
        COMPANY OF AMERICA

By: /s/ Joseph P. Young
Name: Joseph P. Young
Title: Credit Officer

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EXHIBIT 1(a)

[FORM OF NOTE]

BUTLER MANUFACTURING COMPANY

8.12% SENIOR NOTE
DUE DECEMBER 30, 2016

     FOR VALUE RECEIVED, the undersigned, BUTLER MANUFACTURING COMPANY (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, promises to pay to [       ], or registered assigns, the principal sum of [         ] DOLLARS on December 30, 2016 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 8.12% per annum from the date hereof, payable semiannually, on the June 30 and December 30 in each year, commencing with the June 30 or December 30 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 10.12% or (ii) 2.0% over the rate of interest publicly announced by Bank of America from time to time in Chicago, Illinois as its “base” or “prime” rate.

     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of Bank of America in Chicago or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

     This Note is one of the Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of June 20, 2001 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made

Exhibit 1(a)

the representations set forth in Section 6.2 and the second sentence of Section 6.1 of the Note Purchase Agreement.

     This Note is a registered Note and, as provided in the Note Purchase 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 such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, 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 will not be affected by any notice to the contrary.

     The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

     If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

     Payment of the principal of, and interest and Make-Whole Amount, if any, on this Note, and all other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a Subsidiary Guaranty dated as of June 20, 2001 of certain Subsidiaries of the Company.*

     This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

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Exhibit 1(a)

SCHEDULE I

Information as to Holders of Notes