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 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 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 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 datedJanuary 19, 2006 among MSX Engineering and Creative Technology Holdings, Inc. in the form deliveredto the Agent prior to the Third Amendment Effective Date.          “MSX CTS Securities Purchase Documents” means the MSX CTS Securities PurchaseAgreement 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 CTSSecurities Purchase Documents.          “MSX CTS Sale Net Cash Proceeds” means the Net Cash Proceeds paid or to be paid to MSXEngineering or any of its Affiliates at any time in connection with the MSX CTS Sale, includingwithout limitation the purchase price and intercompany borrowing payoff under Sections 2.2 and2.3(a) of
 

 
the MSX CTS Securities Purchase Agreement and all other payments to MSX Engineering or its Affiliates underany of the MSX CTS Securities Purchase Documents.          “Third Amendment” means the Third Amendment to this Agreement dated the ThirdAmendment 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 arepermitted by, and not in contravention of, any of the Second Secured Debt Documents, Third SecuredTerm Loan Debt Documents, Fourth Secured Term Loan Debt Documents or Subordinated Debt Documents orany other material agreement, and no amendment, modification, waiver or other supplement is beingexecuted in connection with, nor is any fee being paid in connection with, any of the SecondSecured Debt Documents, Third Secured Term Loan Debt Documents, Fourth Secured Term Loan DebtDocuments or Subordinated Debt Documents or any other material agreement relating to the MSX CTSSale. The MSX CTS Sale does not require any payment under the Subordinated Debt, the FourthSecured 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 onSchedule 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 andprovisions of the MSX CTS Securities Purchase Documents delivered to the Agent prior to the ThirdAmendment 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 priorwritten 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 paymentof the purchase price and intercompany borrowing payoff under Sections 2.2 and 2.3(a) of the MSXCTS Securities Purchase Agreement and all other payments under any of the MSX CTS SecuritiesPurchase Documents will be deposited,          (iv) the Borrowers hereby agree that all MSX CTS Sale Net Cash Proceeds shall be depositedinto a blocked account acceptable to the Agent with the Agent (the blocked account described inthis clause is defined as the “Blocked Account”) on the date the MSX CTS Sale Net Cash Proceeds arereceived,          (v) All Liens on the CTS Stock shall be released simultaneously with such sale, and theLenders authorize the Agent to release the Liens in favor of the Agent for the benefit of theLenders on the CTS Stock simultaneously with the closing of the MSX CTS Sale),
-2-

 
          (vi) the Borrowers acknowledge and agree that the Agent and the Lenders have a firstpriority security interest in the Blocked Account securing the Secured Obligations, and agreeto execute and deliver all blocked account agreements and further agreements and documents at anytime requested by the Agent in order to further confirm that the Agent has sole control over, and afirst priority lien and security interest in, all MSX CTS Sale Net Cash Proceeds and the BlockedAccount and containing such other provisions required by the Agent, and          (vii) notwithstanding anything herein to the contrary, the Agent shall have sole control overall MSX CTS Sale Net Cash Proceeds and the Blocked Account, and the Agent may apply all MSX CTSSale Net Cash Proceeds to the Secured Obligations and permanently reduce the Commitments by theamount of such application at any time (x) upon or during the continuance of a Default (andautomatically upon a Default under clause (f) of Article VII hereof), (y) if required to preventany required payment or default, if any, under the Subordinated Debt, the Fourth Secured Term LoanDebt, the Third Secured Term Loan Debt or the Second Secured Debt or (z) upon demand by the Agentor 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 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 warrantiescontained in Article V of the Credit Agreement are true on and as of the date hereof with the sameforce 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.          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 Required Lenders shall have signed this Amendment.          3.2 The Company shall have delivered complete and correct copies of all MSX CTS SecuritiesPurchase Documents.          3.3 The Company shall have delivered or caused to be delivered such blocked account controlagreements and other agreements, resolutions and other corporate documents, opinions and otherdocuments required by the Agent.
-3-

 
          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.          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.
-4-

 
     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,