0000950124-06-000270 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 24th, 2006 • MSX International Inc • Services-help supply services • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 19, 2006, among MSX International, Inc., a Delaware corporation (the “Issuer”), Creative Technology Services, L.L.C., a Michigan limited liability company (“CTS”), and BNY Midwest Trust Company (successor to IBJ Schroder Bank & Trust Company), an Illinois trust company, as trustee (the “Trustee”) under the Indenture referred to below.

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 24th, 2006 • MSX International Inc • Services-help supply services • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 19, 2006, among MSX International, Inc., a Delaware corporation (the “Company”), MSX International Limited, a company incorporated under the laws of England and Wales (“MSXI Limited” and, together with the Company, the “Issuers”), Creative Technology Services, L.L.C., a Michigan limited liability company (“CTS”), and BNY Midwest Trust Company, an Illinois trust company, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), in each case, under the Indenture referred to below.

SUPPLEMENT AGREEMENT
Supplement Agreement • January 24th, 2006 • MSX International Inc • Services-help supply services • New York

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”).

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 24th, 2006 • MSX International Inc • Services-help supply services

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.

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