EXHIBIT 99.2
December 20, 2002
The Borrowers and Guarantors described in the Credit Agreement
referenced below
c/o MSX International, Inc.
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Re: AMENDED AND RESTATED CREDIT AGREEMENT, dated as November 30, 1999, as
amended (the "Credit Agreement"), is among MSX INTERNATIONAL, INC., a Delaware
corporation (the "Company"), each of the Borrowing Subsidiaries (as defined
below) of the Company party thereto (the Company and the Borrowing Subsidiaries
may each be referred to as a "Borrower" and, collectively, as the "Borrowers"),
the lenders party thereto (collectively, the "Lenders" and individually, a
"Lender"), and BANK ONE, NA, a national banking association, as agent for the
Lenders (in such capacity, the "Agent").
Ladies and Gentlemen:
The Borrowers and the Guarantors have informed the Lenders and the
Agent that Events of Default may occur under the Credit Agreement due to
potential breaches of Sections 5.2(a), (b), (c), (d) and (e) as of December 29,
2002 (the "Potential Defaults"). The Borrowers and the Guarantors have requested
that the Lenders and the Agent temporarily waive the Potential Defaults until
February 17, 2003.
WAIVER:
Pursuant to such request, and subject to the Required Lenders, the
Borrowers and the Guarantors signing this letter and the other terms and
conditions of this letter, the Lenders and the Agent hereby temporarily waive
the Potential Defaults for the period from and including December 29, 2002 and,
so long as no other Event of Default exists and there is no occurrence of a new
Event of Default, to and including February 17, 2003, but not at any time after
February 17, 2003. The Borrowers, the Guarantors, the Lenders and the Agent
agree that a new Event of Default includes, without limitation, the occurrence
of any of the following (each of which shall constitute an Event of Default
under the Credit Agreement): (i) any Event of Default other than a breach of
Section 5.2(a), (b), (c), (d) or (e) of the Credit Agreement as of December 29,
2002 or (ii) any Borrower or Guarantor shall fail to perform or observe any
term, covenant or agreement contained herein.
Each of the Borrowers and the Guarantors acknowledges and agrees that
the waiver contained herein is a limited, specific and one-time waiver as
described above. Such limited waiver (a) shall not modify or waive any other
term, covenant or agreement contained in any of the Loan Documents, and (b)
shall not be deemed to have prejudiced any present or future right or rights
which the Agent or the Lenders now have or may have under the Credit Agreement
or the other Loan Documents.
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ADDITIONAL TEMPORARY COVENANTS:
Notwithstanding anything in the Credit Agreement or any other Loan
Document to the contrary, for the period from the date hereof to and including
February 17, 2003, the Borrowers and the Guarantors agree that:
(a) in addition to the other limitations in the Credit Agreement, the
aggregate principal amount of the Revolving Credit Advances and Swingline Loans
shall not exceed $65,000,000 at any time and, in addition to any other payment
required under the Loan Documents, the Borrowers shall prepay the Revolving
Credit Advances and Swingline Loans by the amount of such excess; and
(b) they shall not allow the aggregate cash and cash equivalents of the
Borrowers and the Guarantors to exceed $10,000,000 as of the end of any day and,
in addition to any other payment required under the Loan Documents, the
Borrowers shall prepay the Revolving Credit Advances and Swingline Loans by the
amount of such excess.
REPRESENTATIONS/ACKNOWLEDGMENTS:
Each of the Borrowers and the Guarantors represents and warrants to the
Agent and the Lenders that (a) other than the Potential Defaults, no Event of
Default or Default exists or has occurred and is continuing on the date hereof,
(b) the execution, delivery and performance of this letter 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 and (c) this letter is the legal,
valid and binding obligation of it, enforceable against each in accordance with
the terms hereof. Each of the Borrowers and the Guarantors acknowledges and
agrees that (i) the Credit Agreement and the other Loan Documents are ratified
and confirmed and shall remain in full force and effect and that, to the best of
its knowledge, it has no set off, counterclaim, defense or other claim or
dispute with respect to any of the foregoing, (ii) to the best of its knowledge,
the Agent and the Lenders have fully performed all of their obligations under
all Loan Documents or otherwise with respect to the Borrowers and the Guarantors
and all actions taken by the Agent and the Lenders are reasonable and
appropriate under the circumstances and within their rights under the Loan
Documents and (iii) it is not aware of any currently existing claims or causes
of action against the Agent or any Lender, any subsidiary of affiliate thereof
or any of their successors or assigns.
FEES:
On the date hereof, the Company shall pay to the Agent, for the pro
rata benefit of each Lender signing this letter on or before the date hereof and
based on such Lender's Commitments, an amendment fee in an amount equal to 5.0
basis points on the aggregate amount of such Lender's Commitments, which fees
shall be distributed to such Lenders within two Business Days after the date
hereof.
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MISCELLANEOUS:
This letter is a Loan Document. All capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Credit Agreement.
This letter may be executed in any number of counterparts, and telecopied
signatures shall be effective as originals. This letter shall be effective as of
the date hereof when this letter is signed by the Required Lenders, the
Borrowers and the Guarantors.
Very truly yours,
BANK ONE, NA, as Agent and as a Lender
(Main Chicago Office)
By: ____________________________________
Title: _________________________________
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The above is acknowledged, accepted and
agreed to be each of the undersigned:
LENDERS:
COMERICA BANK
By: ____________________________________
Title: _________________________________
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By: ____________________________________
Title: _________________________________
By: ____________________________________
Title: _________________________________
THE FUJI BANK, LIMITED
By: ____________________________________
Title: _________________________________
HUNTINGTON NATIONAL BANK
By: ____________________________________
Title: _________________________________
PNC BANK, N.A.
By: ____________________________________
Title: _________________________________
NATIONAL CITY BANK
By: ____________________________________
Title: _________________________________
STANDARD FEDERAL BANK
By: ____________________________________
Title: _________________________________
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▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ____________________________________
Title: _________________________________
EV INSTITUTIONAL SENIOR LOAN FUND
By: ____________________________________
Title: _________________________________
WACHOVIA BANK, NATIONAL ASSOCIATION
By: ____________________________________
Title: _________________________________
US BANK, N.A.
By: ____________________________________
Title: _________________________________
OXFORD STRATEGIC INCOME FUND
By: ____________________________________
Title: _________________________________
SENIOR DEBT PORTFOLIO
By: ____________________________________
Title: _________________________________
TRANSAMERICA BUSINESS CREDIT CORPORATION
By: ____________________________________
Title: _________________________________
APEX IDM I LTD.
By: ____________________________________
Title: _________________________________
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The above is acknowledged, accepted and
agreed to be each of the undersigned:
BORROWERS AND GUARANTORS:
MSX INTERNATIONAL, INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL TECHNOLOGY SERVICES, INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL SERVICES (HOLDINGS), INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL (HOLDINGS), INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL BUSINESS SERVICES, INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL ENGINEERING SERVICES, INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL LIMITED
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL HOLDINGS LIMITED
By: ____________________________________
Title: _________________________________
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MSX INTERNATIONAL AUSTRALIA PTY LIMITED
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL NETHERLANDS B.V.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL TECHNOLOGY SERVICES, INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL SERVICES (HOLDINGS), INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL BUSINESS SERVICES, INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL ENGINEERING SERVICES, INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL (HOLDINGS), INC.
By: ____________________________________
Title: _________________________________
MEGATECH ENGINEERING, INC.
By: ____________________________________
Title: _________________________________
CREATIVE TECHNOLOGY SERVICES, L.L.C.
By: ____________________________________
Title: _________________________________
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CHELSEA COMPUTER CONSULTANTS, INC.
By: ____________________________________
Title: _________________________________
MILLENNIUM COMPUTER SYSTEMS, INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL, DEALERNET SERVICES, INC.
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL EUROPEAN (HOLDINGS), LLC
By: ____________________________________
Title: _________________________________
INTRANATIONAL COMPUTER CONSULTANTS
By: ____________________________________
Title: _________________________________
PROGRAMMING MANAGEMENT & SYSTEMS, INC.
By: ____________________________________
Title: _________________________________
MANAGEMENT RESOURCES INTERNATIONAL, INC.
By: ____________________________________
Title: _________________________________
PILOT COMPUTER SERVICES, INCORPORATED
By: ____________________________________
Title: _________________________________
MSX INTERNATIONAL STRATEGIC TECHNOLOGY, INC.
By: ____________________________________
Title: _________________________________
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MSX INTERNATIONAL PLATFORM SERVICES, LLC
By: ____________________________________
Title: _________________________________
MEGATECH ACADEMY, INC.
By: ____________________________________
Title: _________________________________
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