exv10w3



 






EXHIBIT
10.3




SUPPLEMENT AGREEMENT




          SUPPLEMENT AGREEMENT (this “Supplement Agreement”), dated as of January 19, 2006 among
MSX International, Inc., a Delaware corporation (the “Company”), MSX International Limited,
a company organized under the laws of England and Wales (“MSXI Limited” and together with
the Company, the “Borrowers”), Creative Technology Services, L.L.C., a Michigan limited
liability company (“CTS”), and Citicorp Mezzanine III, L.P., a New York corporation, as the
Lender under the Agreement referred to below (the “Lender”).




WITNESSETH:




          WHEREAS, the Borrowers and the Subsidiary Guarantors named therein have heretofore executed
and delivered to the Lender a Third Secured Term Loan Agreement (as such may be amended from time
to time, the “Agreement”), dated as of August 1, 2003, providing a loan to the Company on
the Effective Date in an amount equal to $25,000,000 (the “Loan”). In connection with the
Loan, (i) the Company issued a Company Note, dated the Effective Date, in the aggregate principal
amount of $21,500,000, evidencing the Loan made by the Lender to the Company and (ii) MSXI Limited
issued a MSXI Limited Note, dated the Effective Date, in the aggregate principal amount of
$3,500,000, evidencing the Loan made by the Lender to MSXI Limited (together, the “Notes”);
and




          WHEREAS, Section 8.6 of the Agreement provides that under certain circumstances a
Guarantor may be released from its Guarantee upon the sale of all of its Capital Stock to any
Person that is not a Subsidiary of the Company by execution and delivery to the Lender of a
supplement to the Agreement;




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, CTS, the Borrowers and the Lender
mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as
follows:




          1. Definitions. For all purposes of this Supplement Agreement, except as otherwise
herein expressly provided or unless the context otherwise requires: (i) capitalized terms used
herein without definition shall have the meanings assigned to them in the Agreement.; and (ii) the
words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplement
Agreement refer to this Supplement Agreement as a whole and not to any particular section hereof.




          2. Release of Guarantee. Each of the parties hereto hereby agrees that from and after
the date hereof, CTS (a) is irrevocably and unconditionally released and discharged from and in
respect of any and all claims, causes of action, liabilities and obligations of any nature
whatsoever, inchoate or mature, know or unknown, whether or not asserted heretofore, arising or
related to its Guarantee in accordance with Section 8.6 of the Agreement, and (b) shall no longer
be a Subsidiary Guarantor for any purpose under the Agreement or the Notes.




          3. Ratification of Agreement; Supplement Agreement Part of Agreement. Except as
expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplement
Agreement shall form a part of the Agreement for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.




 









 








          4. Governing Law. THIS SUPPLEMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.




          5. Counterparts. The parties may sign any number of copies of this Supplement
Agreement. Each signed copy shall be an original, but all of them together represent the same
agreement.




          6. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction thereof.




2









 








          IN WITNESS WHEREOF, the parties hereto have caused this Supplement Agreement to be duly
executed as of the date first above written.




	 	 	 	 	 
	 	MSX INTERNATIONAL, INC.

 	 
	 	By:  	                   /s/ Frederick K. Minturn
 	 
	 	 	Name:  	Frederick. K. Minturn 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	MSX INTERNATIONAL LIMITED

 	 
	 	By:  	               /s/ Frederick K. Minturn
 	 
	 	 	Name:  	Frederick K. Minturn 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	CREATIVE TECHNOLOGY SERVICES, L.L.C.

 	 
	 	By:  	                /s/ Frederick K. Minturn
 	 
	 	 	Name:  	Frederick K. Minturn 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CITICORP MEZZANINE III, L.P.

     By: Citicorp Capital Investors, Ltd.,

          its General Partner

 	 
	 	By:  	/s/ Richard E. Mayberry, Jr.
 	 
	 	 	Name:  	Richard E. Mayberry, Jr. 	 
	 	 	Title:  	Managing Director 	 
	 




3