Second Amendment to Amended and Restated Credit Agreement among MSX International, Inc., Lenders, and JPMorgan Chase Bank, N.A.

                                (iii) the Borrowers hereby agree that all MSX UK Sale Net Cash Proceeds shall be immediately deposited into an account with the Agent at the Agent’s applicable Lending Installation in the U.K. on the date received by MSX International Limited or any of its Affiliates (and the Lenders authorize the Agent to release the Liens on the MSX UK Sale Assets upon the closing of the MSX UK Sale),

                                (iv) the Borrowers hereby agree that all MSX UK Sale Net Cash Proceeds received by MSX International Limited or any of its Affiliates shall be transferred to a blocked account acceptable to the Agent in the U.K. on or within three Business Days of the date received, provided that any MSX UK Sale Net Cash Proceeds received on or after July 6, 2005 shall be transferred to a blocked account acceptable to the Agent in the U.K. on the Business Day it is received (the blocked account described in this clause is defined as the “Blocked Account”),

                                (v) the Borrowers acknowledge and agree that the Agent and the Lenders have a first priority security interest in the Blocked Account securing the Secured Obligations, and agree to execute and deliver all blocked account agreements and further agreements and documents at any time requested by the Agent in order to further confirm that the Agent has sole control over, and a first priority lien and security interest in, all MSX UK Sale Net Cash Proceeds and the Blocked Account and containing such other provisions required by the Agent, and

                                (vi) notwithstanding anything herein to the contrary, the Agent shall have sole control over all MSX UK Sale Net Cash Proceeds and the Blocked Account, and the Agent may apply all MSX UK Sale Net Cash Proceeds to the Secured Obligations and permanently reduce the Commitments by the amount of such application at any time (x) upon or during the continuance of a Default (and automatically upon a Default under clause (f) of Article VII hereof), (y) if required to prevent any required payment or default, if any, under the Subordinated Debt, the Third Secured Term Loan Debt, the Four Secured Term Loan Debt or the Second Secured Debt or (z) upon demand by the Agent or 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 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 contained in Article V of the Credit Agreement 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.

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