exv10w1



 






EXHIBIT 10.1




THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 19, 2006
(this “Amendment”), is among MSX International, Inc., a Delaware corporation (with its successors
and assigns, the “Company”), the other Loan Parties, the Lenders and JPMorgan Chase Bank, N.A.
(successor by merger to Bank One, NA (Main Office Chicago)), a national banking association, as LC
Issuer and as Agent.



RECITALS




          A. The Company, the other Loan Parties, the Lenders and JPMorgan Chase Bank, NA, as LC Issuer
and as Agent, are parties to an Amended and Restated Credit Agreement dated as of August 1, 2003,
as amended (the “Credit Agreement”).




          B. The Company and the other Loan Parties have requested that the Agent, the LC Issuer and the
Lenders amend the Credit Agreement as set forth herein, and the Agent, the LC Issuer and the
Lenders are willing to do so in accordance with the terms hereof.




TERMS




          In consideration of the premises and of the mutual agreements herein contained, the parties
agree as follows:




          ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III
hereof, the Credit Agreement shall be amended as follows:




          1.1 The following definitions are added to Section 1.1 in appropriate alphabetical order:




          “CTS” means Creative Technology Services, L.L.C., a Michigan limited liability company




          “CTS Stock” means the Capital Stock of CTS.




          “MSX Engineering” means MSX International Engineering Services, Inc.




          “MSX CTS Securities Purchase Agreement” means the Securities Purchase Agreement dated
January 19, 2006 among MSX Engineering and Creative Technology Holdings, Inc. in the form delivered
to the Agent prior to the Third Amendment Effective Date.




          “MSX CTS Securities Purchase Documents” means the MSX CTS Securities Purchase
Agreement and all other agreements and documents executed or delivered in connection therewith.




          “MSX CTS Sale” means the sale of the CTS Stock in accordance with the MSX CTS
Securities Purchase Documents.




          “MSX CTS Sale Net Cash Proceeds” means the Net Cash Proceeds paid or to be paid to MSX
Engineering or any of its Affiliates at any time in connection with the MSX CTS Sale, including
without limitation the purchase price and intercompany borrowing payoff under Sections 2.2 and
2.3(a) of




 









 





the MSX CTS Securities Purchase Agreement and all other payments to MSX Engineering or its Affiliates under
any of the MSX CTS Securities Purchase Documents.




          “Third Amendment” means the Third Amendment to this Agreement dated the Third
Amendment Effective Date.




          “Third Amendment Effective Date” means January 19, 2006.




          1.2 The following new Section 5.36 is added:




          5.36 MSX CTS Sale. The MSX CTS Sale and all transactions related thereto are
permitted by, and not in contravention of, any of the Second Secured Debt Documents, Third Secured
Term Loan Debt Documents, Fourth Secured Term Loan Debt Documents or Subordinated Debt Documents or
any other material agreement, and no amendment, modification, waiver or other supplement is being
executed in connection with, nor is any fee being paid in connection with, any of the Second
Secured Debt Documents, Third Secured Term Loan Debt Documents, Fourth Secured Term Loan Debt
Documents or Subordinated Debt Documents or any other material agreement relating to the MSX CTS
Sale. The MSX CTS Sale does not require any payment under the Subordinated Debt, the Fourth
Secured Term Loan Debt, the Third Secured Term Loan Debt or the Second Secured Debt at any time.
The amount of, and timing of the payment of, the MSX CTS Sale Net Cash Proceeds are described on
Schedule 5.35.




          1.3 Section 6.19 is amended by adding the following new clause (i) after the existing clause
(h) but before the words “provided, however”:




          , or (i) the sale of the CTS Stock, subject to each of the following:




          (i) the MSX CTS Sale is closed on or before January 20, 2006 in accordance with the terms and
provisions of the MSX CTS Securities Purchase Documents delivered to the Agent prior to the Third
Amendment Effective Date, and such MSX CTS Securities Purchase Documents will not be amended,
supplemented, waived or otherwise modified, nor any provision thereof waived, without the prior
written consent of the Agent,




          (ii) the representations in Section 5.36 shall be correct,




          (iii) MSX Engineering will designate an account with the Agent as the account to which payment
of the purchase price and intercompany borrowing payoff under Sections 2.2 and 2.3(a) of the MSX
CTS Securities Purchase Agreement and all other payments under any of the MSX CTS Securities
Purchase Documents will be deposited,




          (iv) the Borrowers hereby agree that all MSX CTS Sale Net Cash Proceeds shall be deposited
into a blocked account acceptable to the Agent with the Agent (the blocked account described in
this clause is defined as the “Blocked Account”) on the date the MSX CTS Sale Net Cash Proceeds are
received,




          (v) All Liens on the CTS Stock shall be released simultaneously with such sale, and the
Lenders authorize the Agent to release the Liens in favor of the Agent for the benefit of the
Lenders on the CTS Stock simultaneously with the closing of the MSX CTS Sale),




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          (vi) the Borrowers acknowledge and agree that the Agent and the Lenders have a first
priority security interest in the Blocked Account securing the Secured Obligations, and agree
to execute and deliver all blocked account agreements and further agreements and documents at any
time requested by the Agent in order to further confirm that the Agent has sole control over, and a
first priority lien and security interest in, all MSX CTS Sale Net Cash Proceeds and the Blocked
Account and containing such other provisions required by the Agent, and




          (vii) notwithstanding anything herein to the contrary, the Agent shall have sole control over
all MSX CTS Sale Net Cash Proceeds and the Blocked Account, and the Agent may apply all MSX CTS
Sale Net Cash Proceeds to the Secured Obligations and permanently reduce the Commitments by the
amount of such application at any time (x) upon or during the continuance of a Default (and
automatically upon a Default under clause (f) of Article VII hereof), (y) if required to prevent
any required payment or default, if any, under the Subordinated Debt, the Fourth Secured Term Loan
Debt, the Third Secured Term Loan Debt or the Second Secured Debt or (z) upon demand by the Agent
or the Required Lenders.




          ARTICLE II. REPRESENTATIONS. Each Loan Party represents and warrants to the Agent,
the LC Issuer and the Lenders that:




          2.1 The execution, delivery and performance of this Amendment are within its powers, have been
duly authorized and is not in contravention of any statute, law or regulation or of any terms of
its Articles of Incorporation, By-laws or other organizational documents, or of any material
agreement or undertaking to which it is a party or by which it is bound.




          2.2 This Amendment is the legal, valid and binding obligation of each Loan Party, enforceable
against each in accordance with the terms hereof, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the rights of creditors generally and
by general principles of equity.




          2.3 After giving effect to the amendments contained herein, the representations and warranties
contained in Article V of the Credit Agreement are true on and as of the date hereof with the same
force and effect as if made on and as of the date hereof.




          2.4 After giving effect to the amendments and waivers contained herein, no Default or
Unmatured Default exists or has occurred and is continuing on the date hereof.




          ARTICLE III. CONDITIONS OF EFFECTIVENESS.




          This Amendment shall be effective as of the date hereof when each of the following conditions
is satisfied:




          3.1 the Loan Parties and the Required Lenders shall have signed this Amendment.




          3.2 The Company shall have delivered complete and correct copies of all MSX CTS Securities
Purchase Documents.




          3.3 The Company shall have delivered or caused to be delivered such blocked account control
agreements and other agreements, resolutions and other corporate documents, opinions and other
documents required by the Agent.




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          ARTICLE IV. MISCELLANEOUS.




          4.1 References in the Credit Agreement or in any other Loan Document to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby and as further amended
from time to time. Without limiting the definition of Loan Documents, this Amendment and all other
agreements and documents executed in connection herewith constitute Loan Documents.




          4.2 Except as expressly amended hereby, each Loan Party agrees that the Credit Agreement and
all other Loan Documents are ratified and confirmed and shall remain in full force and effect and
that it is not aware of any set off, counterclaim, defense or other claim or dispute with respect
to any of the foregoing.




          4.3 This Amendment may be executed in any number of counterparts with the same effect as if
the signatures thereto and hereto were upon the same instrument. Facsimile copies of signatures
shall be treated as original signatures for all purposes under this Amendment.




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     IN WITNESS WHEREOF, the Loan Parties, the Lenders, the LC Issuer and the Agent have executed
this Amendment as of the date first above written.



	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
N.A., as Agent, 
LC Issuer and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/David J. Waugh	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David J. Waugh	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WEBSTER BUSINESS CREDIT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Arthur V. Lippens	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Arthur V. Lippens	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	UBS AG, STAMFORD BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Iris R. Otsa	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Iris R. Otsa	 	 
	 	 	Title: Associate Director	 	 
	 
	 	 	 	 	 	 
	 	 	By: /s/ Salloz Sikka	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Salloz Sikka	 	 
	 	 	Title: Associate Director	 	 






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	 	 	COMPANY:	 	 
	 	 	MSX INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Executive Vice President and	 	 
	 	 	Chief
Financial Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	FOREIGN SUBSIDIARY BORROWERS:	 	 
	 	 	MSX INTERNATIONAL NETHERLANDS B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	MSX INTERNATIONAL LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	MSX INTERNATIONAL AUSTRALIA PTY LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	OTHER LOAN PARTIES:	 	 
	 
	 	 	 	 	 	 
	 	 	MSX INTERNATIONAL HOLDINGS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	MSX INTERNATIONAL SERVICES (HOLDINGS), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 






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	 	 	MSX INTERNATIONAL ENGINEERING SERVICES, INC. (successor by merger to MSX International
Business Services, Inc. and MSX International Technology Services, Inc.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MEGATECH ENGINEERING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CHELSEA COMPUTER CONSULTANTS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MANAGEMENT RESOURCES INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	INTRANATIONAL COMPUTER CONSULTANTS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MSX INTERNATIONAL STRATEGIC TECHNOLOGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 






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	 	 	MSX INTERNATIONAL DEALERNET SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MSX INTERNATIONAL NETHERLANDS (HOLDINGS), C.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Representative of the Partners	 	 
	 
	 	 	 	 	 	 
	 	 	MSX INTERNATIONAL EUROPEAN (HOLDINGS), L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CREATIVE TECHNOLOGY SERVICES, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PILOT COMPUTER SERVICES, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MILLENNIUM COMPUTER SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MSX INTERNATIONAL PLATFORM SERVICES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Operating Manager	 	 






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	 	 	MSX INTERNATIONAL (HOLDINGS), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PROGRAMMING MANAGEMENT & SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Vice President	 	 






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Schedule 5.36



MSX CTS Sale Net Cash Proceeds

Sale of Creative Technology Services LLC




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Notes -
	 
	 	 	 	 	 	 
	Purchase Price (ref. 2.2)
	 	$	250,000.00	 	 	 
	paid as Promissory Note
	 	 	(250,000.00	)	 	due June 30, 2007
	 
	 	 	 	 	 
	 
	 	 	—	 	 	 
	 
	 	 	 	 	 	 
	Intercompany Loan (ref. 2.3) Estimated

Intercompany Payment
	 	 	6,170,489.90	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	total cash received at Closing
	 	$	6,170,489.90	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	less: transaction costs
	 	 	183,999.80	 	 	due at or shortly after close
	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	remittance to Blocked Account at Closing
	 	$	5,986,490.10	 	 	 
	 
	 	 	 	 	 
	 
	Future Adjustments -
	 	 	 	 	 	 
	Adjustment (+/-) for Final Calculation
	 	              tbd	 	Seller to provide Final
	of the Final Intercompany Payment
	 	 	 	 	 	Calculation promptly
	 
	 	 	 	 	 	following closing; to be
	 
	 	 	 	 	 	settled within five days
	promissory note
	 	$	250,000.00	 	 	due June 30, 2007
	less: transaction costs related to
future adjustments
	 	              tbd	 	tbd - min. $5,000





CTS Net Cash Proceeds Schedule.xls