**Exhibit 10.1****FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT**     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 15, 2006(this “Amendment”), is among MSX International, Inc., a Delaware corporation (with its successorsand 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 LCIssuer and as Agent.**RECITALS**          A. The Company, the other Loan Parties, the Lenders and JPMorgan Chase Bank, NA, as LC Issuerand 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 theLenders reduce the aggregate Commitments under the Credit Agreement from $45,000,000 to $25,000,000in connection with prepayments and defeasance of obligations under the Credit Agreement and haverequested to amend the Credit Agreement as set forth herein, and the Agent, the LC Issuer and theLenders 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 partiesagree as follows:          ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article IIIhereof, the Credit Agreement shall be amended as follows:          1.1 The following definitions in Section 1.1 are restated as follows:          “Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, asreduced from time to time pursuant to the terms hereof, which Aggregate Commitment is $25,000,000as of the Fifth Amendment Effective Date.          “Applicable Margin” means, with respect to Credit Extensions of any Type at any time,the percentage rate per annum which is applicable to Credit Extensions of such Type as set forth inLevel I in the Pricing Schedule.          “Borrowing Base” means, at any time, the U.S. Borrowing Base.          “Eligible Accounts” means, as of any date, the Accounts of the Company and theDomestic Guarantors which the Agent determines in its Permitted Discretion are eligible as thebasis for Credit Extensions hereunder. Without limiting the Agent’s discretion provided herein,Eligible Accounts shall not include any Account:     (a) which is not subject to a first priority perfected security interest in favor ofthe Agent;     (b) which is subject to any Lien other than (i) a Lien in favor of the Agent and (ii) a
 

 
Permitted Lien which is junior to the Lien in favor of the Agent;     (c) with respect to which more than 90 days have elapsed since the date of the invoicetherefor;     (d) which is owing by an Account Debtor for which more than 50% of the Accounts owingfrom such Account Debtor and its Affiliates are ineligible hereunder;     (e) which is owing by an Account Debtor to the extent the aggregate amount of Accountsowing from such Account Debtor and its Affiliates to the Company or the Domestic Guarantorsexceeds a percentage (if any), as may be determined by the Agent in its Permitted Discretionat any time and for which the Agent has notified the Company, of the aggregate EligibleAccounts;     (f) with respect to which any covenant, representation, or warranty contained in thisAgreement or in the Security Agreement has been breached or is not true;     (g) which (i) does not arise from the sale of goods or performance of services in theordinary course of business, (ii) is not evidenced by an invoice or other documentationsatisfactory to the Agent as determined in its Permitted Discretion, which has been sent tothe Account Debtor, (iii) represents a progress billing, (iv) is contingent upon theCompany’s completion of any further performance, (v) is a dated Account (meaning any accountdue on a date more than 30 days after the original issuance of the related invoice or onother customary terms consistent with past practice and approved by the Agent’s collateralauditors), or (vi) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return,sale on approval, consignment, cash-on-delivery or any other repurchase or return basis;     (h) for which the goods giving rise to such Account have not been shipped to theAccount Debtor or for which the services giving rise to such Account have not been performedby the Company or billings in excess of costs;     (i) with respect to which any check or other instrument of payment has been returneduncollected for any reason;     (j) which is owed by an Account Debtor which has (i) applied for, suffered, orconsented to the appointment of any receiver, custodian, trustee, or liquidator of itsassets, (ii) has had possession of all or a material part of its property taken by anyreceiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, anyInsolvency Proceeding, (iv) has admitted in writing its inability, or is generally unableto, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of itsbusiness;     (k) which is owed by any Account Debtor that the Company or any of its DomesticSubsidiaries knows has sold all or a substantially all of its assets;     (l) which is owed by an Account Debtor which (i) does not maintain its chief executiveoffice in the U.S. or Canada or (ii) is not organized under applicable law of the U.S. orany state of the U.S. or Canada or any province of Canada unless, in any case, such Accountis backed by a Letter of Credit acceptable to the Agent as determined in its PermittedDiscretion which is in the possession of the Agent;     (m) which is owed in any currency other than Dollars;
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     (n) which is owed by (i) the government (or any department, agency, public corporation,or instrumentality thereof) of any country other than the U.S. unless such Account is backedby a Letter of Credit acceptable to the Agent as determined in its Permitted Discretionwhich is in the possession of the Agent, or (ii) the government of the U.S., or anydepartment, agency, public corporation, or instrumentality thereof, unless the FederalAssignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 etseq. and41 U.S.C. § 15 etseq.), and any other steps necessary to perfect the Lienof the Agent in such Account have been complied with to the Agent’s satisfaction asdetermined in its Permitted Discretion;     (o) which is owed by any Affiliate, employee, or director of any Loan Party;     (p) which, for any Account Debtor, exceeds a credit limit determined by the Agent andfor which the Agent has notified the Company, to the extent of such excess;     (q) which is owed by an Account Debtor or any Affiliate of such Account Debtor to whichany Loan Party is indebted, but only to the extent of such indebtedness;     (r) which is subject to any counterclaim, deduction, defense, setoff, dispute,contra-account, chargeback, allowance, credit, discount or similar claim, but only to theextent thereof;     (s) which is evidenced by any promissory note, chattel paper, or instrument;     (t) which is owed by an Account Debtor located in any jurisdiction which requiresfiling of a “Notice of Business Activities Report” or other similar report in order topermit the Company to seek judicial enforcement in such jurisdiction of payment of suchAccount, unless the Company has filed such report or qualified to do business in suchjurisdiction;     (u) with respect to which the Company or any Domestic Guarantor has made any agreementwith the Account Debtor for any reduction thereof, other than discounts and adjustmentsgiven in the ordinary course of business, but only to the extent of such reduction;     (v) which represents an account arising from a fixed price contract that is notcompleted;     (w) which relates to a business of the Company or any of its Subsidiaries that has beencompletely or substantially sold or terminated; or     (x) which the Agent determines in its Permitted Discretion may not be paid by reason ofthe Account Debtor’s inability to pay or which the Agent otherwise determines in itsPermitted Discretion is unacceptable for any reason whatsoever.In the event that an Account which was previously an Eligible Account ceases to be an EligibleAccount hereunder and the Borrower has knowledge thereof, the Borrower shall notify the Agentthereof (i) within three (3) Business Days of the date the Borrower has obtained knowledge thereofif any such Account is in excess of $100,000 in the aggregate and (ii) on and at the time ofsubmission to the Agent of the next Borrowing Base Certificate in all other cases.          “Global Borrowing Base Availability” means, at any time, an amount equal to (a) theU.S. Borrowing Base, minus (b) the aggregate of the Credit Exposure of all of the Lenders withrespect to Loans.
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          “Termination Date” means January 15, 2007 or any earlier date on which the AggregateCommitment is reduced to zero or otherwise terminated pursuant to the terms hereof.          “U.S. Borrowing Base” means, at any time, the sum of (a) the lesser of (i) up to 85%of Company’s and each Domestic Guarantor’s Eligible Accounts at such time, minus Reserves allocatedthereto by the Agent, or (ii) $6,000,000; *plus* (b) up to 100% of the cash of the Companyand the Domestic Guarantors subject to the Borrowing Base Blocked Account Agreement or the 2006Blocked Account Agreement.          1.2 The following definitions are added to Section 1.1 in appropriate alphabetical order:          “Borrowing Base Blocked Account” means the “Account” defined and referenced in theBorrowing Base Blocked Account Control Agreement.          “Borrowing Base Blocked Account Control Agreement” means the Blocked Account ControlAgreement dated as of March 15, 2006 among the Company, the Domestic Guarantors, the Agent andJPMorgan Chase Bank, N.A. as the depository bank.          “Domestic Guarantors” means Guarantors that are Domestic Subsidiaries.          “Fifth Amendment” means the Fifth Amendment to this Agreement dated the FifthAmendment Effective Date.          “Fifth Amendment Effective Date” means March 15, 2006.          “Maximum LC Amount” means $5,000,000 minus any reductions of the Maximum LC Amountpursuant to the last sentence of Section 2.1.6.          “LC Blocked Account” means the “Account” defined and referenced in the LC BlockedAccount Control Agreement.          “LC Blocked Account Control Agreement” means the Blocked Account Control Agreementdated as of March 15, 2006 among the Company, the Domestic Guarantors, the Agent and JPMorgan ChaseBank, N.A. as the depository bank.          1.3 Sections 2.1, 2.1.1(a) and 2.1.2(a) are restated as follows:          2.1. The Facility. Each Lender severally agrees, on the terms and conditions setforth in this Agreement, to (a) make Loans to the Company set forth below and (b) participate inFacility LCs issued upon the request of the Company and in Overadvances, Protective Advances,Non-Ratable Loans and Swingline Loans made to the Company, *provided that*, after giving effect tothe making of each such Loan and the issuance of each such Facility LC, (i) such Lender’s CreditExposure shall not exceed its Commitment and (ii) the Aggregate Credit Exposure shall not exceedthe Aggregate Commitment or any other limitation on the Aggregate Credit Exposure contained in thisAgreement. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forthin Section 2.1.2. The Facility shall be composed of Revolving Loans, Non-Ratable Loans,Protective Advances, Swingline Loans, Overadvances and Facility LCs as set forth below:
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          2.1.1. Revolving Loans.     (a) Amount. From and including the Closing Date and prior to the TerminationDate, each Lender severally agrees, on the terms and conditions set forth in this Agreement,to make revolving loans (the “Revolving Loans”) in Dollars and participate inFacility LCs issued in Dollars as set forth in Section 2.1.2 below, to the Company,in amounts not to exceed such Lender’s Pro Rata Share. If any Advance would exceedAvailability, the Lenders will refuse to make or may otherwise restrict the making ofRevolving Loans or the issuance of Facility LCs as the Lenders determine until such excesshas been eliminated, subject to the Agent’s authority, in its sole discretion, to makeProtective Advances and Overadvances pursuant to the terms of Section 2.1.4. TheRevolving Loans may consist of Floating Rate Advances or Eurodollar Advances, or acombination thereof, selected by the Company in accordance with Sections 2.1.1(b)and 2.7. Subject to the terms of this Agreement, the Company may borrow, repay andreborrow Revolving Loans at any time prior to the Termination Date. The Commitments toextend credit hereunder shall expire on the Termination Date.     2.1.2. Facility LCs.     (a) Issuance. The LC Issuer hereby agrees, on the terms and conditions setforth in this Agreement, to issue standby and commercial Letters of Credit (each, a“Facility LC”) and to renew, extend, increase, decrease or otherwise modify eachFacility LC (“Modify,” and each such action a “Modification”), from time totime from and including the Closing Date of this Agreement and prior to the Termination Dateupon the request of the Company; *provided that*, the maximum face amount of the Facility LCto be issued or Modified, does not exceed an amount equal to $5,000,000 minus thesum of (1) the aggregate undrawn amount of all outstanding Facility LCs at such time and,without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to allFacility LCs outstanding at such time. Additionally, notwithstanding anything in thisAgreement to the contrary, the aggregate Credit Exposure of all of the Lenders with respectto Facility LCs shall not exceed the lesser of the Maximum LC Amount or the amount of cashon deposit in the LC Blocked Account. No Facility LC shall have an expiry date later thanthe one year after its issuance.     1.4 Section 2.1.2(l) is restated as follows:     (l) Termination of the Facility. If any Facility LC is outstanding upon thetermination of this Agreement, whether at scheduled termination, by acceleration orotherwise, then, notwithstanding anything in this Agreement to the contrary, upon suchtermination the Company shall deposit with the Agent, for the benefit of the Agent and theLenders, with respect to all LC Obligations, as the Agent in its discretion shall specify,either (i) a standby letter of credit (a “Supporting Letter of Credit”), in form andsubstance satisfactory to the Agent, issued by an issuer satisfactory to the Agent, or cashin an amount in immediately available funds (which funds shall be held in the LC BlockedAccount) equal to 105% of the difference of (x) the amount of LC Obligations at such time,less (y) the amount on deposit in the LC Blocked Account at such time which is free andclear of all rights and claims of third parties and has not been applied against theObligations (such difference, the “Collateral Shortfall Amount”), under whichSupporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse theAgent, the LC Issuer and the Lenders for payments to be made by the Agent, the LC Issuer andthe Lenders under any such Facility LC and any fees and expenses associated with suchFacility LC, or (ii) cash to be deposited in the LC Blocked Account in an amount equal to105% of the Collateral Shortfall Amount. Such Supporting Letter of Credit or deposit of cashshall be held by
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the Agent, for the benefit of the Agent and the Lenders, as security for,and to provide for the payment of, the aggregate undrawn amount of such Facility LCremaining outstanding.          1.5 Section 2.1.5 is restated as follows:          2.1.5 Swingline Loans. Notwithstanding anything herein to the contrary, the Borrowersshall not be able to obtain any Swingline Loans on or after the Fifth Amendment Effective Date andall Swingline Loans shall be paid in full on or about the Fifth Amendment Effective Date.          1.5 Section 2.1.6 is restated as follows:          2.1.6 Limitation on Advances; LC Blocked Account Notwithstanding anything in thisAgreement to the contrary, (a) the Aggregate Credit Exposure shall not exceed the AggregateCommitment, (b) the aggregate of the Credit Exposure of all of the Lenders with respect to Loanswill not exceed the lesser of the Borrowing Base or $20,000,000, (c) the aggregate Credit Exposureof all of the Lenders with respect to Facility L/Cs shall not exceed the lesser of the Maximum LCAmount or the amount of cash on deposit in the LC Blocked Account and (d) on and after the FifthAmendment Effective Date, there shall be no (i) Credit Exposure of any Lender with respect to anyLoans or Facility L/Cs to the Netherlands Borrower, the U.K. Borrower or any other Borrower (otherthan the Company), (ii) Credit Extensions in any currency other than Dollars and (iii) SwinglineLoans. The Borrowers shall immediately prepay the Obligations owing by them to the extent theyexceed any of the foregoing amounts by the amount of such excess. Notwithstanding this Section2.1.6 or anything else in this Agreement to the contrary, if the Credit Exposure of any Lenderexceeds the limitations herein due to currency fluctuations, each Lender’s obligation toparticipate in Facility LCs, Protective Advances, Overadvances, Non-Ratable Loans and SwinglineLoans and to reimburse, and fulfill their other obligations with respect thereto, to the Agent andthe LC Issuer shall not be impaired in any manner. After the prepayment of the Loans described inSection 1.17 of the Fifth Amendment and in addition to other funds, the Company is depositing anyremaining funds in the 2006 LC Blocked Account into the LC Blocked Account on the Fifth AmendmentEffective Date. The Company may, and currently intends to, request that cash on deposit in the LCBlocked Account be used to provide cash collateral to any beneficiary of a Facility LC in a manneracceptable to the Agent and be released from the LC Blocked Account if (w) such Facility LC ispermanently defeased and cancelled in connection therewith in a manner acceptable to the Agent, (x)the amount of cash from the LC Blocked Account used to permanently defease and cancel such FacilityLC permanently reduces the Maximum LC Amount and the Aggregate Commitment by the amount thereof andreduces the amount of asset sale proceeds required to prepay the Subordinated Debt Documents, theFourth Secured Term Loan Debt Documents, the Third Secured Term Loan Debt Documents and the SecondSecured Debt Documents by the amount thereof, (y) the Company delivers a legal opinion reasonablysatisfactory to the Agent with respect thereto if requested by the Agent and (z) no Default orUnmatured Default exists or would be caused thereby.          1.6 Section 4.2(b) is restated as follows:     (b) Any representation or warranty contained in this Credit Agreement or in anyamendment to this Credit Agreement is untrue or incorrect in any material respect asof such Credit Extension Date except to the extent any such representation orwarranty is stated to relate solely to an earlier date, and the Agent or theRequired Lenders shall have determined not to make any Credit Extension as a result of the fact that suchrepresentation or warranty is untrue or incorrect.
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     1.7 Section 6.1(a) is restated as follows:     (a) on or before the earlier of (i) April 18, 2006 or (ii) the date the Company isrequired to file its report on Form 10-K with the Securities and Exchange Commission for the2005 Fiscal Year, an unqualified audit report certified by independent certified publicaccountants acceptable to the Lenders, prepared in accordance with GAAP on a consolidatedbasis, including balance sheets as of the end of the 2005 Fiscal Year, related profit andloss and reconciliation of surplus statements, and a statement of cash flows, accompanied by(i) any management letter prepared by said accountants, and (ii) a certificate of saidaccountants that, in the course of their examination necessary for their certification ofthe foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if,in the opinion of such accountants, any Default or Unmatured Default shall exist, statingthe nature and status thereof;     1.8 Section 6.1(p) is restated as follows:     (p) within ninety five days after the close of each Fiscal Year of the Company and itsSubsidiaries (or, for the 2005 Fiscal Year, on or before the earlier of (i) April 18, 2006or (ii) the date the Company is required to file its report on Form 10-K with the Securitiesand Exchange Commission for the 2005 Fiscal Year) and within fifty days after the close ofthe first three Fiscal Quarters of each Fiscal Year of the Company and its Subsidiaries,consolidating financial statements of the Company and its Subsidiaries and of itsUnrestricted Subsidiaries consistent with the consolidating financial statements that havebeen included in the Company’s 10-Q and 10-K reports filed with the Securities and ExchangeCommission together with such additional detail in connection therewith requested by theAgent, all certified by its chief financial officer and prepared in accordance with GAAP(except for exclusion of footnotes and subject to normal year-end audit adjustment in thecase of such quarterly reports);     1.9 Section 6.19 is restated as follows:     6.19. Sale of Assets. The Company will not, nor will it permit any Subsidiary to,sell, lease, license, transfer, assign or otherwise dispose of any of its Property, whether in oneor a series of transactions, other than inventory sold in the ordinary course of business uponcustomary credit terms, sales of scrap or obsolete material or equipment which are not material inthe aggregate; provided, however, that, this Section 6.19 will not prohibit any ofthe following so long as none of the following would require a prepayment under the SubordinatedDebt, the Third Secured Term Loan Debt, the Fourth Secured Term Loan Debt or the Second SecuredDebt and no Default or Unmatured Default exists or would be caused thereby, (a) transfers ofassets, including without limitation Capital Stock, between Guarantors or between the Company andGuarantors or between Subsidiaries which are not Guarantors or from a Subsidiary which is not aGuarantor to a Guarantor or the Company, it being understood that for purposes of this clause (a) aGuarantor shall include any Subsidiary which becomes a Guarantor immediately after such transfer,(b) any Investment permitted by Section 6.20, (c) the disposition of Cash Equivalent Investments inthe ordinary course of business, or (d) other sales agreed to by the Required Lenders in theirPermitted Discretion if the proceeds thereof are deposited in the 2006 Blocked Account; provided,however, in the case of any of the foregoing permitted sales, leases, licenses, transfers,assignments or other dispositions (an “Asset Sale”) the Company shall not, and shall not permit anyof its Subsidiaries to, consummate an Asset Sale unless (A) except for transfers under clause (a),(b) or (c) above, the Company (or the Subsidiary, as the case may be) receives consideration at thetime of such
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Asset Sale at least equal to the fair market value (and if such sale is of a materialamount of assets, such fair market value shall be evidenced by a resolution of the Board ofDirectors set forth in an officer’s certificate delivered to the Agent) of the assets and (B)except for transfers under clause (a), (b) or (c) above, at least 80% of the consideration thereforreceived by the Company or such Subsidiary is in the form of cash or Cash Equivalent Investments;provided that the amount of (x) any liabilities (as shown on the Company’s or such Subsidiary’smost recent balance sheet) of the Company or any Subsidiary that are assumed by the transferee ofany such assets such that the Company or such Subsidiary have no further liability and (y) anysecurities, notes or other obligations received by the Company or any such Subsidiary from suchtransferee that are converted by the Company or such Subsidiary into cash (to the extent of thecash received) shall be deemed to be cash for purposes of this provision and the definition of NetCash Proceeds, and the Agent promptly shall obtain a first priority security interest in any noncash consideration for any Asset Sale by the Company or any Guarantor.          1.10 Section 6.20 is restated as follows:          6.20. Investments and Acquisitions. The Company will not, nor will it permit anySubsidiary to, (a) make or suffer to exist any Investments (including without limitation, loans andadvances to, and other Investments in, Subsidiaries), or commitments therefor, (b) create anySubsidiary or (c) become or remain a partner in any partnership or joint venture, or (d) make anyAcquisition, except:     (i) Cash Equivalent Investments, subject to control agreements in favor of the Agentfor the benefit of the Lenders or otherwise subject to a perfected security interest infavor of the Agent for the benefit of the Lenders;     (ii) extensions of trade credit made in the ordinary course of business on customarycredit terms;     (iii) investments, loans and advances in and to any Domestic Guarantor or the Companyor otherwise pursuant to a transaction permitted by Section 6.19(b);     (iv) extensions of credit made after the Closing Date to employees and officers of theCompany and its Subsidiaries permitted by law, in the ordinary course of business and not inexcess of $1,500,000 in cash in aggregate amount outstanding at any one time for allemployees and officers plus non-cash amounts advanced to officers and employees solely forthe purpose of purchasing Capital Stock of the Company and which do not result in thetransfer of any cash or any other assets of the Company or any of its Subsidiaries to anysuch employees and officers, other than common stock of the Company in exchange for a notepayable by such officer or employee to the Company;     (v) those Investments described in Schedule 6.20 hereto, having the same termsas existing on the date of this Agreement, provided that, if no Default or Unmatured Defaulthas occurred and is continuing or would be caused thereby, such Investments may be extended,renewed or recharacterized from time to time and interest on intercompany loans owing by theCompany or a Subsidiary may be forgiven or deferred, but no increase in the amount of anysuch Investment shall be permitted;     (vi) stock, obligations or securities received in settlement of debts created in theordinary course of business and owing to the Company or any Subsidiary or insatisfaction of judgments;
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     (vii) loans and advances between Foreign Subsidiaries which are not Guarantors in theordinary course of business;     (viii) investments in joint ventures not to exceed $250,000 in aggregate outstandingamount; and     (ix) loans for working capital purposes to any Subsidiary which is not a DomesticGuarantor or any person becoming a Subsidiary as a result thereof which is not a DomesticGuarantor if immediately before and after (on a pro forma basis acceptable to the Agent andsupported by such certificates and opinions as requested by the Agent) such loan: (A) suchloans shall be evidenced by agreements and documents satisfactory to the Agent and pledgedas Collateral pursuant the Collateral Documents, and all other terms and conditions thereofshall be reasonably satisfactory to the Agent, (B) no Unmatured Default or Default shallexist or shall have occurred and be continuing, (C) the representations and warrantiescontained in the Loan Documents shall be true and correct in all material respects on and asof the date such loan is made as if made on the date thereof and giving effect thereto, and(D) the aggregate amount of all loans to any Subsidiary which is not a Domestic Guarantorshall not exceed $3,000,000.          1.11 Reference in Section 6.21(l) to “$2,000,000” is replaced with “$1,000,000”.          1.12 Section 6.28 is restated as follows:          6.28 Capital Expenditures. The Company will not, as calculated for the Company andits Subsidiaries on a consolidated basis, expend, or be committed to expend, for CapitalExpenditures for the period from and including January 2, 2006 through the Termination Date in anaggregate amount in excess of $5,000,000.          1.13 Section 6.31 is restated as follows:          6.31. Minimum EBITDA. The Company will not permit the EBITDA, determined as of theend of each of its Fiscal Quarters for the then most-recently ended four Fiscal Quarters, to beless than (i) $5,900,000 for the Fiscal Quarter ending April 2, 2006, (ii) $13,400,000 for the twoconsecutive Fiscal Quarters ending July 2, 2006, (iii) $22,000,000 for the three consecutive FiscalQuarters ending October 1, 2006 or (iv) $31,000,000 for the four consecutive Fiscal Quarters endingDecember 31, 2006.          1.14 Section 6.32 is restated as follows:          6.32. Lenders as Depository Banks; Dominion of Funds. Each Loan Party shall maintainone or more of the Lenders as such Loan Party’s principal depository bank(s), including for themaintenance of operating, administrative, cash management, collection activity, and other depositaccounts for the conduct of its business. Promptly upon the request of the Agent at any time, theCompany shall, and shall cause each Loan Party to, enter into a dominion of funds arrangement withthe Agent and/or certain Lenders and shall execute and deliver any and all further documentsnecessary or desirable to implement such dominion of funds arrangement, including withoutlimitation any lock box agreements and/or blocked account agreements. Upon the election of the Agent in its PermittedDiscretion, all funds received in any depositary accounts shall be applied daily to the outstandingLoans and used as cash collateral for any outstanding Facility LCs’ if all Loans have been paid infull.
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          1.15 Section 6.33 is restated as follows:          6.33 Blocked Accounts. Each of the Loan Parties represents, acknowledges and agreesthat, notwithstanding any term or provision of this Agreement or any other Loan Document, (a) anamount equal to all MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net Cash Proceeds and GTECH SaleNet Cash Proceeds have been, and the Net Cash Proceeds of all asset sales after the Effective Datewill be, deposited into the 2006 Blocked Account and be subject to the 2006 Blocked Account ControlAgreement, (b) MSX Engineering has full power to transfer all rights in and to all amounts thathave been or will be deposited into the 2006 Blocked Account, including without limitation anamount equal to all MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net Cash Proceeds and GTECH SaleNet Cash Proceeds, (c) under each of the 2006 Blocked Account Control Agreement, the Borrowing BaseBlocked Account Agreement and the LC Blocked Account Agreement, the Agent has sole control over,and a first priority, perfected lien and security interest in (for the benefit of itself and the LCIssuer and the Lenders and securing all Secured Obligations) the 2006 Blocked Account, theBorrowing Base Blocked Account and the LC Blocked Account, respectively, and all amounts depositedtherein at any time, and (d) each Loan Party hereby ratifies and confirms the 2006 Blocked AccountControl Agreement, the Borrowing Base Blocked Account Agreement and the LC Blocked AccountAgreement, and MSX Engineering and any other Loan Party depositing any funds in any of the 2006Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement and the LC BlockedAccount Agreement agrees to execute and deliver all further agreements and documents in connectiontherewith at any time requested by the Agent. Notwithstanding anything herein or in any otheragreement to the contrary, the Agent shall have sole control over the 2006 Blocked Account, theBorrowing Base Blocked Account and the LC Blocked Account and the Agent may apply (whether bydirect payment, by cash collateralizing or by other defeasance as determined by the Agent) any andall amounts in the 2006 Blocked Account, the Borrowing Base Blocked Account or the LC BlockedAccount all to the Secured Obligations and permanently reduce the Commitments by the amount of suchapplication at any time (i) upon or during the continuance of a Default (and automatically upon aDefault under clause (f) of Article VII hereof), (ii) if required to prevent any required paymentor default, if any, under the Subordinated Debt, the Fourth Secured Term Loan Debt, the ThirdSecured Term Loan Debt or the Second Secured Debt or (iii) upon demand by the Agent or the RequiredLenders. Notwithstanding anything herein or in any other agreement to the contrary, the Companyshall have the right, upon two Business Days prior written notice the Agent or such other shorterperiod of time agreed to by the Agent, to have (1) cash in the 2006 Blocked Account applied toprepay Loans, provided that any such prepayment from the 2006 Blocked Account shall permanentlyreduce the Commitments by the amount of such prepayment and no Default or Unmatured Default existsat the time of such request by the Company or the prepayment and (2) cash in the Borrowing BaseBlocked Account withdrawn and returned to the Company provided that (x) if any Loans exist, thensuch cash shall be applied first to prepay all Loans, (y) prior to such withdrawal, the Companyprovides a new Borrowing Base Certificate giving effect to such withdrawal, and (z) no Default orUnmatured Default exists at the time of such request by the Company or the withdrawal.          1.16 Section (t) of Article VII is restated as follows:     (t) The occurrence of any of the following with respect to any payments or transfers ofany kind to be made on or after the date hereof in connection with any Acquisition closedprior to the date hereof, including without limitation all deferred payments, all earn outpayments, all payments pursuant to any judgments or the settlements or other compromises of anylitigation or other claims relating to any Acquisitions and other contingent payments andall other payments pursuant to any such Acquisition, excluding any payments that consistsolely of interest which is
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accrued and not paid and excluding customary indemnitees and taxpayments (all of the foregoing collectively defined as “Earn Out Payments”):          (i) the amount of Earn Out Payments exceeds $20,000,000 in the aggregate, or          (ii) immediately before or after (on a pro forma basis acceptable to the Agent) aDefault or Unmatured Default exists or would be caused thereby; or          (iii) the Company shall fail to give the Agent written notice of the intent to pay anyEarn Out Payment not listed in the table in Section 2.7 of the Fifth Amendment.          1.17 On the date hereof the Company is prepaying Loans in an aggregate amount equal to$8,307,000 from the cash deposited in the 2006 Blocked Account Agreement in an amount equal to theMSX UK Sale Net Cash Proceeds and a portion of the MSX CTS Sale Net Cash Sale Proceeds, and inconnection with such prepayment and simultaneous therewith the Company is permanently reducing andterminating the Aggregate Commitment by the amount of such prepayment and by an additional amountsuch that the Aggregate Commitment shall equal $25,000,000 on the date hereof. The Agent and theLenders consent and agree to such reduction of the Aggregate Commitment on the date hereofnotwithstanding in terms of the Credit Agreement.          1.18 Each of the Commitment Schedule and Schedule 6.20 to the Credit Agreement is replacedwith the Commitment Schedule and Schedule 6.20, respectively, attached hereto.          1.19 Each of the Foreign Borrowing Subsidiaries agrees that all credit facilities (whether asan overdraft facility, line of credit or other credit facility) any of them may have with anyLender or any of their Affiliates are hereby terminated and any liabilities thereunder shall bepaid in full on or about the date hereof.          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 beenduly authorized and is not in contravention of any statute, law or regulation or of any terms ofits Articles of Incorporation, By-laws or other organizational documents, or of any materialagreement 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, enforceableagainst 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 andby general principles of equity.          2.3 After giving effect to the amendments contained herein, the representations and warrantiesof the Loan Parties contained in the Credit Agreement and the other Loan Documents are true on andas 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 orUnmatured Default exists or has occurred and is continuing on the date hereof.
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          2.5 The Loan Parties are in compliance in all material respects with all terms and provisionsof the Subordinated Debt Documents, the Fourth Secured Term Loan Debt Documents, the Third SecuredTerm Loan Debt Documents and the Second Secured Debt Documents, including without limitation theprepayment provisions thereof. Without limiting the foregoing, the prepayment of the Loans andreductions of the Aggregate Commitment as described in Section 1.17 of this Amendment are incompliance with the Subordinated Debt Documents, the Fourth Secured Term Loan Debt Documents, theThird Secured Term Loan Debt Documents and the Second Secured Debt Documents, and as a result ofsuch prepayment and reductions of the Aggregate Commitment (a) the amount of cash used to make suchprepayments reduces the amount of asset sales proceeds required to prepay the Subordinated DebtDocuments, the Fourth Secured Term Loan Debt Documents, the Third Secured Term Loan Debt Documentsand the Second Secured Debt Documents and (b) no prepayment will be required under the SubordinatedDebt Documents, the Fourth Secured Term Loan Debt Documents, the Third Secured Term Loan DebtDocuments or the Second Secured Debt Documents until after the Termination Date as a result of anyasset sales before or after the date of the Amendment. Additionally, the cash collateralizing ofthe Facility LCs by the cash to be deposited in the LC Blocked Account is in compliance with theSubordinated Debt Documents, the Fourth Secured Term Loan Debt Documents, the Third Secured TermLoan Debt Documents and the Second Secured Debt Documents. The terms and provisions of the CreditAgreement, as amended hereby, and the other Loan Documents, and the transactions contemplatedthereby, are in compliance in all material respects with all terms and provisions of theSubordinated Debt Documents, the Fourth Secured Term Loan Debt Documents, the Third Secured TermLoan Debt Documents and the Second Secured Debt Documents.          2.6 As of the Fifth Amendment Effective Date, (a) the outstanding principal balance of theSubordinated Notes is $130,000,000, and all agreements, instruments and documents executed ordelivered pursuant to the original issuance of the Subordinated Notes are described on Schedule5.31 the Credit Agreement; (b) the outstanding principal balance of the Fourth Secured Term LoanDebt equals $22,118,417, the Fourth Secured Term Loan Debt consists of $19,021,839 in principalowing by the Company and $3,096,579 owing by the U.K. Borrower, and all agreements, instruments anddocuments executed or delivered pursuant to or in connection with the Fourth Secured Term Loan Debtare described on Schedule 5.32 the Credit Agreement, except for any agreements executed solely topermit the release of any Liens on the assets sold in connection with the MSX UK Sale, the MSX CTSSale and the GTECH Sale; (c) the outstanding principal balance of the Third Secured Term Loan Debtequals $25,000,000, the Third Secured Term Loan Debt consists of $21,500,000 in principal owing bythe Company and $3,500,000 owing by the U.K. Borrower, the non-default interest rate applicable tothe Third Secured Term Loan Debt will not exceed 11.5% per annum and all agreements, instrumentsand documents executed or delivered pursuant to or in connection with the Third Secured Term LoanDebt are described on Schedule 5.33 the Credit Agreement, except for any agreements executed solelyto permit the release of any Liens on the assets sold in connection with the MSX UK Sale, the MSXCTS Sale and the GTECH Sale; and (d) the outstanding principal balance of the Second Secured Notesis $75,500,000, the Second Secured Notes consist of $64,930,000 in principal owing by the Companyand $10,570,000 owing by the U.K. Borrower, and all agreements, instruments and documents executedor delivered pursuant to the original issuance of the Second Secured Notes are described onSchedule 5.34 the Credit Agreement, except for any agreements executed solely to permit the releaseof any Liens on the assets sold in connection with the MSX UK Sale, the MSX CTS Sale and the GTECHSale.          2.7 The amount of Earn Out Payments paid during the period from and including the Closing Datethrough and including the Fifth Amendment Effective Date is $ $7,735,000. All Earn OutPayments known to the Company and payable after the Fifth Amendment Effective Date and on or beforethe Termination Date are described below:
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   Amount of Earn Out Payment Date Due$604,167.00 May, 2006$604,167.00 August, 2006$604,167.00 November, 2006In addition to the above, there are accruals totaling $3,800,000 on the balancesheet of the Company related to a contingent earnout obligation which is thesubject of continuing legal proceedings. At this time, the Company cannotascertain when or if this amount will be required to be paid, but will give theAgent and the Lenders at least two Business Days prior written notice beforemaking any payment with respect to such contingent earnout obligation.          ARTICLE III. CONDITIONS OF EFFECTIVENESS.          This Amendment shall be effective as of the date hereof when each of the following conditionsis satisfied:          3.1 The Loan Parties and the Lenders shall have signed this Amendment.          3.2 The Company shall have delivered an opinion of counsel acceptable to the Agent withrespect to certain matters set forth in Section 2.5 of this Amendment required by the Agent.          3.3 The Company and the Domestic Guarantors shall have delivered the Borrowing Base BlockedAccount Agreement and LC Blocked Account, and shall make a prepayment and defeasance of the Loansand the Facility LCs contemplated by Section 1.17 of this Amendment on the date of this Amendment.          3.4 The Company shall have executed a fee letter in form and substance satisfactory to theAgent and the Lenders.          3.5 The Company and Domestic Guarantors shall have delivered or caused to be delivered suchincumbency certificates, 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 Agreementshall be deemed to be references to the Credit Agreement as amended hereby and as further amendedfrom time to time. Without limiting the definition of Loan Documents, this Amendment and all otheragreements and documents executed in connection herewith constitute Loan Documents.          4.2 Except as expressly amended hereby, each Loan Party agrees that the Credit Agreement andall other Loan Documents are ratified and confirmed and shall remain in full force and effect andthat it is not aware of any set off, counterclaim, defense or other claim or dispute with respectto any of the foregoing, and acknowledges and agrees that the Agent and the Lenders have fullyperformed all of their obligations under the Credit Agreement and all other Loan Documents.Notwithstanding this representation and as further consideration for the agreements andunderstandings 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 respectivepredecessors, officers, directors, employees, agents, advisors, attorneys, affiliates,subsidiaries, successors and assigns, from any liability, claim, right or cause of action which nowexists or hereafter arises as a result of acts, omissions or events occurring on or
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prior to the date hereof, whether known or unknown, including but not limited to claims arising from or in anyway related to this Amendment, the Credit Agreement, the other Loan Documents, all transactionsrelating to this Amendment, the Credit Agreement or any of the other Loan Documents or the businessrelationship among, or any other transactions or dealings among, the Releasing Parties or any ofthem 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 ifthe signatures thereto and hereto were upon the same instrument. Facsimile copies of signaturesshall 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 executedthis 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/ Marie A. Haddad           Name: Marie A. Haddad    Title: Associate Director           By: /s/ Barbara Ezell-McMichael           Name: Barbara Ezell-McMichael    Title: Associate Director  
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         **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  
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         MSX INTERNATIONAL ENGINEERING SERVICES, INC. (successor by merger to MSX InternationalBusiness 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  
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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           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  
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         PROGRAMMING MANAGEMENT & SYSTEMS, INC.           By: /s/ Frederick K. Minturn           Name: Frederick K. Minturn    Title: Vice President  
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COMMITMENT SCHEDULE     Lender Commitment JPMorgan Chase Bank, N.A $12,225,000 UBS AG, Stamford Branch $7,220,000 Webster Business Credit Corporation $5,555,000     Total: $25,000,000     
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March 15, 2006SCHEDULE 6.20 I. EXISTING INVESTMENTS, LOANS AND ADVANCES IN AND TO ANY SUBSIDIARY WHICH IS NOT ADOMESTIC GUARANTOR SUBSIDIARY    Balances outstanding as of March 15, 2006, unless otherwise noted:     MSX International Canada Limited (Canada) $482,316 MSX International Dealer Net Services, B.V. (Netherlands)  739,916 MSX International Netherlands Holdings CV (a)  34,302,690       $35,524,922 (a) MSX International Netherlands CV represents a holding company for substantially allnon-Domestic subsidiaries with the exception of those listed above. II. EXISTING INVESTMENTS, LOANS, AND ADVANCES 1. Investment in joint ventures and other investments: i. In September 2001, the Company completed astrategic investment in itiliti Inc., concurrent with entering into alicense agreement. itiliti provides a standardized, web-enabled humancapital management solution in a hosted environment. The investmenttotaled about $1.6 million.  ii. The Company has a modest cash investment totaling$150,000 in Home Network Online LLC. 2. Non-material amounts held on a short-term basis for operating purposesin countries whose currencies are not otherwise defined as Eligible Currency underthe Credit Agreement.
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