exv10w1



 






Exhibit 10.1




FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 3, 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:




          “GTECH” means GTECH Services, Inc., a Michigan corporation.




          “GTECH Additional Consideration” means the “Additional Consideration”, as defined in
the GTECH Asset Sale Agreement, to be paid as described in the GTECH Asset Sale Agreement.




          “GTECH Asset Sale Agreement” means the Asset Purchase Agreement dated March 3, 2006
among MSX Engineering, the Company, Chelsea Computer Consultants, Inc. and GTECH in the form
delivered to the Agent prior to the Fourth Amendment Effective Date.




          “GTECH Asset Sale Documents” means the GTECH Asset Sale Agreement and all other
agreements and documents executed or delivered in connection therewith.




          “GTECH Sale” means the sale of the GTECH Sale Assets in accordance with the GTECH
Asset Sale Documents.




          “GTECH Sale Assets” means the “Assets”, as that terms is defined in the GTECH Asset
Sale Agreement, to be sold pursuant to the GTECH Asset Sale Documents.




          “GTECH 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 GTECH Sale, including
without limitation all such amounts as described on Schedule 5.37.




 









 








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




          “Fourth Amendment Effective Date” means March 3, 2006.




          “2006 Blocked Account” means the “Account” defined and referenced in the 2006 Blocked
Account Control Agreement.




          “2006 Blocked Account Control Agreement” means the Blocked Account Control Agreement
dated as of January 18, 2006 among MSX Engineering, the Agent, and JPMorgan Chase Bank, N.A., as
the depository bank.




          1.2 The following new Section 5.37 is added:




          5.37 GTECH Sale; Etc. The GTECH 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 GTECH Sale. The GTECH 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
GTECH Sale Net Cash Proceeds are described on Schedule 5.37. The Loan Parties are in compliance in
all material respects with all terms and provisions the Subordinated Debt Documents, the Fourth
Secured Term Loan Debt Documents, the Third Secured Term Loan Debt Documents or the Second Secured
Debt Documents.




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




     , or (j) the sale of the GTECH Sale Assets, subject to each of the following:



          (i) the GTECH Sale is closed on or before March 7, 2006 in accordance with the terms and
provisions of the GTECH Asset Sale Documents delivered to the Agent prior to the Fourth Amendment
Effective Date, and such GTECH Asset Sale 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 5.37 shall be correct,




          (iii) the Borrowers hereby agree that all GTECH Sale Net Cash Proceeds shall be immediately
deposited into the 2006 Blocked Account (and shall be subject to the 2006 Blocked Account Control
Agreement) on the date received by MSX Engineering or any of its Affiliates, and




          (iv) the Lenders authorize the Agent to release the Liens on the GTECH Sale Assets upon the
closing of the GTECH Sale.




 









 








          1.4 The following new Section 6.33 is added to the Credit Agreement:




          6.33 2006 Blocked Account. Each of the Loan Parties represents, acknowledges and
agrees that (a) an amount equal to all MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net Cash
Proceeds and GTECH Sale Net Cash Proceeds have been and will be deposited into the 2006 Blocked
Account and be subject to the 2006 Blocked Account Control Agreement, (b) MSX Engineering has full
power to transfer all rights in and to all amounts that have been or will be deposited into the
2006 Blocked Account, including without limitation an amount equal to all MSX UK Sale Net Cash
Proceeds, MSX CTS Sale Net Cash Proceeds and GTECH Sale Net Cash Proceeds, (c) under the 2006
Blocked Account Control Agreement, the Agent has sole control over, and a first priority, perfected
lien and security interest in (for the benefit of itself and the LC Issuer and the Lenders and
securing all Secured Obligations) the 2006 Blocked Account and all amounts deposited therein at any
time, and (d) each Loan Party hereby ratifies and confirms the 2006 Blocked Account Control
Agreement, and MSX Engineering agrees to execute and deliver all further agreements and documents
in connection therewith at any time requested by the Agent. Notwithstanding anything herein or in
any other agreement to the contrary to the contrary, the Agent shall have sole control over the
2006 Blocked Account and the Agent may apply (whether by direct payment, by cash collateralizing or
by other defeasance as determined by the Agent) any and all amounts in the 2006 Blocked Account all
to the Secured Obligations and permanently reduce the Commitments by the amount of such application
at any time (i) upon or during the continuance of a Default (and automatically upon a Default under
clause (f) of Article VII hereof), (ii) 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 (iii) upon demand by the Agent or the Required Lenders.




          1.5 Schedule 5.37 attached hereto is added to the Credit Agreement as Schedule 5.37 thereto.




          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
of the Loan Parties contained in the Credit Agreement and the other Loan Documents 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 GTECH Asset Sale
Documents.




          3.3 The Company and MSX Engineering shall have delivered or caused to be delivered such
resolutions and other documents required by the Agent.




          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, and acknowledges and agrees that the Agent and the Lenders have fully
performed all of their obligations under the Credit and all other Loan Documents. Notwithstanding
this representation and as further consideration for the agreements and understandings herein, each
of the Loan Parties, on behalf of itself and its employees, agents, executors, heirs, successors
and assigns (the “Releasing Parties”), hereby releases the Agent and the Lenders, their respective
predecessors, officers, directors, employees, agents, attorneys, affiliates, subsidiaries,
successors and assigns, from any liability, claim, right or cause of action which now exists or
hereafter arises as a result of acts, omissions or events occurring on or prior to the date hereof,
whether known or unknown, including but not limited to claims arising from or in any way related to
this Amendment, the Credit Agreement, the other Loan Documents, all transactions relating to this
Amendment, the Credit Agreement or any of the other Loan Documents or the business relationship
among, or any other transactions or dealings among, the Releasing Parties or any of them and the
Released Parties or any of them.




          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.




 









 








     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/ Richard L. Tavrow
 

	 	 
	 	 	Name: Richard L. Tavrow	 	 
	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sailoz Sikka
 

	 	 
	 	 	Name: Sailoz Sikka	 	 
	 	 	Title: Associate Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	COMPANY:
	 	 	MSX INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick K. Minturn
 

	 	 
	 	 	Name: Frederick K. Minturn	 	 
	 	 	Title: Executive Vice President & CFO	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 






 









 






	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	INTERNATIONAL 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	 	 






 









 






	 	 	 	 	 	 	 
	 	 	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: Representatives 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	 	 






 









 






	 	 	 	 	 	 	 
	 	 	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	 	 






 









 






Schedule 5.37

GTECH Sale Net Cash Proceeds

Sale of HCS Branch Non-Automotive Operations




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Notes -
	Purchase Price -
	 	 	 	 	 	 
	Initial Payment (2.1)
	 	 	1,000,000.00	 	 	 
	plus/minus adjustments or deductions
	 	 	—	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Consideration at Closing
	 	$	1,000,000.00	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	less: transaction costs
	 	 	47,900.00	 	 	 
	 
	 	 	 	 	 	 
	less: retention bonuses
	 	 	46,200.00	 	 	funded in two equal installments on July 30, 2006 and January 30, 2007 as offsets to Additional Consideration paid by Purchaser (see below)
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	remittance to Blocked Account at Closing
	 	$	905,900.00	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Future Adjustments -
	 	 	 	 	 	 
	Additional Consideration
	 	tbd	 	Defined in the Asset Purchase Agreement (2.1)