EXECUTION COPY
EXHIBIT 10.21
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
This AMENDMENT NO.1 TO PURCHASE AGREEMENT, is made and entered into as
of August 1, 2003 (the "Amendment"), by and among MSX INTERNATIONAL, INC., a
Delaware corporation, (the "Company"), MSX INTERNATIONAL LIMITED, a wholly owned
subsidiary of MSXI ("MSXI Limited" and together with the Company the "Issuers"),
and Jefferies & Company, Inc. a Delaware corporation (the "Initial Purchaser").
RECITALS:
WHEREAS, the Issuers and the Initial Purchaser entered into the
Purchase Agreement dated as of July 25, 2003 (the "Purchase Agreement") whereby
the Issuers proposed and agreed to sell to the Initial Purchaser $75,500,000
aggregate principal amount of 11% Senior Secured Note Units due 2007 (each a
"Unit" and, collectively, the "Units"), each Unit consisting of $860 principal
amount of 11% Senior Secured Notes due 2007 issued by the Company (the "U.S.
Notes") and $140 principal amount of 11% Senior Secured Notes due 2007 issued by
MSXI Limited (the "U.K. Notes" and, together with the U.S. Notes, the "Notes");
WHEREAS the Initial Purchaser agreed to purchase from the Issuers, the
Units at a purchase price of 96.144% of the aggregate principal amount thereof;
WHEREAS the parties hereto wish to amend the Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
SECTION 1. Definitions. As used herein, capitalized terms which are
defined in the preamble hereto shall have the meanings as so defined, and
capitalized terms not so defined shall have the meanings set forth in the
Purchase Agreement.
SECTION 2. Amendment to Section 13(c) of the Purchase Agreement. The
following section is hereby amended by deleting the language from 13(c) in its
entirety and replacing it with the following:
(c) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND
CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
Each of the Issuers hereby submits to the non-exclusive jurisdiction of
the Federal and state courts in the Borough of Manhattan in The City of
New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. MSXI Limited has, by
a separate written instrument, irrevocably appointed the Company, as
its authorized agent upon which process may be served in any such suit
or proceeding, and agrees that service of process upon such agent, and
written notice of said service to MSXI Limited, by the person serving
the same to MSX International, Inc. 22355 West Eleven Mile Road,
Southfield, MI 48034, shall be deemed in every respect
to effect service of process upon MSXI Limited in any such suit or
proceeding. MSXI Limited further agrees to take any and all action as
may be necessary to maintain such designation and appointment of such
agent in full force and effect for a period of seven years from the
date of this Agreement.
The obligation of MSXI Limited in respect of any sum due Initial
Purchaser shall, notwithstanding any judgment in a currency other than
United States dollars, not be discharged until the first business day,
following receipt by Initial Purchaser of any sum adjudged to be so due
in such other currency, on which (and only to the extent that) Initial
Purchaser may in accordance with normal banking procedures purchase
United States dollars with such other currency; if the United States
dollars so purchased are less than the sum originally due to Initial
Purchaser hereunder, MSXI Limited agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify Initial Purchaser
against such loss. If the United States dollars so purchased are
greater than the sum originally due to Initial Purchaser hereunder,
Initial Purchaser agrees to pay to the MSXI Limited an amount equal to
the excess of the dollars so purchased over the sum originally due
Initial Purchaser hereunder.
SECTION 3. Representations and Warranties. In order to induce the
parties hereto to enter into this Amendment, each of the parties hereto
represents and warrants unto the other parties hereto as set forth in this
Section 3:
(a) The execution, delivery and performance by such party of
this Amendment are within its powers, have been duly authorized by all
necessary action, and do not: (i) contravene its organizational
documents; or (ii) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or
affecting it; and
(b) This Amendment constitutes the legal, valid and binding
obligation of such party enforceable against such party in accordance
with its terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights and general equitable
principles.
SECTION 4. Binding Effect; Ratification.
(a) This Amendment shall become effective, as of the date first
set forth above, when counterparts hereof shall have been executed and
delivered by the parties hereto, and thereafter shall be binding on the
parties hereto and their respective successors and assigns.
(b) On and after the execution and delivery hereof, this
Amendment shall be a part of the Purchase Agreement amended hereby and
each reference in the Purchase Agreement to "this Agreement" or
"hereof", "hereunder" or words of like import, and each reference in
any other agreement to the Purchase Agreement shall mean and be a
reference to the Purchase Agreement as amended hereby.
(c) Except as expressly amended hereby, the Purchase Agreement
shall remain in full force and effect and is hereby ratified and
confirmed by the parties hereto.
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SECTION 5. Miscellaneous.
(a) Headings used herein are for convenience of reference only and shall
not affect the meaning of this Amendment or any provision hereof.
(b) This Amendment may be executed in any number of counterparts, and by
the parties hereto on separate counterparts, each of which when
executed and delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
(c) Executed counterparts of this Amendment may be delivered
electronically.
[SIGNATURES TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Amendment by their
respective officers thereunto duly authorized as of the date first above
written.
MSX International, Inc.
By: /s/ Frederick K. Minturn
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Name: Frederick K. Minturn
Title: Executive Vice President & Chief
Financial Officer
MSX International Limited
By:/s/ Frederick K. Minturn
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Name: Frederick K. Minturn
Title: Director
Amendment to Purchase Agreement
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JEFFERIES & COMPANY, INC.
By: /s/ Douglas R. Speegle
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Name: Douglas R. Speegle
Title: Managing Director
Amendment to Purchase Agreement
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