UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~March~~June 1530, 2006 Date of Report (Date of earliest event reported)

MSX International, Inc.

(Exact name of registrant as specified in its charter)


Delaware	333-49821	38-3323099
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1950 Concept Drive, Warren, Michigan
(Address of principal executive offices)

48091
(Zip Code)

(248) 299-1000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS SIGNATURE ~~Fifth~~EXHIBIT ~~Amendment~~INDEX toCredit ~~Amended~~Agreement &Intercreditor ~~Restated~~Agreement, ~~Credit~~dated ~~Agreement~~as of June 30, 2006

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~March~~June 1530, 2006, MSX International, Inc. (the “Company”) ~~completed~~entered ~~the~~into ~~Fifth~~a ~~Amendment~~credit agreement dated as of June 30, 2006 (the “~~Fifth~~Credit ~~Amendment~~Agreement”) tobetween the ~~Amended~~Company and ~~Restated~~Wells ~~Credit~~Fargo ~~Agreement~~Foothill, Inc, ~~dated~~ as ofarranger ~~August 1,~~and ~~2003~~administrative ~~(the “~~agent. The Credit Agreement”) ~~among~~replaces ~~the~~our ~~Company,~~prior facility with JPMorgan Chase Bank, N.A., aswhich ~~agent,~~was ~~and~~concurrently ~~the other parties signatory thereto, as amended~~terminated.

~~The~~ Availability for borrowing under the Credit Agreement ~~was~~is ~~amended~~$29 million, subject to accounts receivable collateral requirements, ~~among~~with ~~other~~$5 million ~~things:~~reserved for the issuance of letters of credit. Our ability to borrow under the Credit Agreement is subject to a borrowing base determined by our accounts receivable, and net of certain reserves. Eligible accounts receivable and related reserve requirements are subject to the discretion of our lenders. In addition to usual and customary affirmative and negative covenants, the Credit Agreement also requires satisfaction of certain financial tests, including a minimum earnings requirement and capital expenditure limitations, which become applicable if availability pursuant to the borrowing base drops below an agreed level for a defined period of time. The term of the Credit Agreement is three years subject to refinancing of our senior and subordinated note obligations 60 days prior to their maturity.

• The ~~Extend the maturity date of the~~ Credit Agreement ~~from~~is ~~August~~secured 1,by ~~2006~~a tofirst ~~January~~priority ~~15,~~lien ~~2007; • Reduce the aggregate commitments under the Credit Agreement from $45 million to $25 million subject to limitations based~~ on ~~domestic~~substantially ~~accounts~~all ~~receivable and cash collateral held in blocked accounts in connection with prepayments~~ of ~~obligations under~~ the ~~Credit~~current and ~~Agreement; • Allow for~~ future ~~permanent~~assets ~~reductions~~ of ~~commitment~~MSXI and ~~related~~each ~~borrowings~~domestic ~~via~~subsidiary. ~~use~~Borrowings ofby ~~funds~~our ~~from~~United ~~any~~Kingdom subsidiary ~~asset~~are ~~sales~~also ~~held~~secured ~~in blocked accounts~~ by ~~the~~substantially ~~bank;~~all ~~and~~of ~~• Modify certain covenants and restrictions on~~ the ~~Company’s~~assets ~~ability~~of toour ~~borrow~~United ~~under~~Kingdom ~~the~~subsidiaries. The Credit Agreement, ~~including~~contains ~~the~~certain ~~elimination~~customary ofrepresentations ~~all~~and ~~commitments~~warranties ~~related~~and toratifications that ~~non-domestic~~must ~~subsidiaries~~be ofmet ~~the~~on ~~Company~~an ongoing basis.

In The ~~connection~~descriptions ~~with~~set ~~the~~forth ~~amendment,~~above ~~the~~are ~~Company~~qualified ~~utilized $8.3 million of restricted funds from prior asset sales held~~ in atheir ~~blocked~~entirety ~~account~~by ~~to permanently reduce debt outstanding under~~ the Credit Agreement. ~~Aggregate~~filed herewith ~~commitments~~as ~~after~~exhibit ~~the completion of the Fifth Amendment remain at $25 million~~10.1.

The Fifth Amendment contains certain representations and warranties and ratifications and confirmations that the Credit Agreement otherwise remains in full force and effect.

The descriptions set forth above are qualified in their entirety by the Fifth Amendment filed herewith as exhibit 10.1.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

10.1 Fifth Amendment to Amended and Restated Credit Agreement dated as of March 15, 2006 among the Company, JPMorgan Chase Bank, N.A. and the other parties signatory thereto.

	10.1		Credit Agreement by and among MSX International, Inc. and Wells Fargo Foothill, Inc. as the Arranger and Administrative Agent

	10.2		Intercreditor Agreement, dated as of June 30, 2006, among Court Square Capital Limited, Citicorp Mezzanine III, L.P., BNY Midwest Trust Company, and Wells Fargo Foothill, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

Dated: ~~March~~July 206, 2006

MSX INTERNATIONAL, INC.


By:		/s/ Frederick K. Minturn
		Frederick K. Minturn Executive Vice President and Chief Financial Officer

~~Exhibit Index~~EXHIBIT INDEX

Exhibit No.		Description	~~Exhibit Description~~
10.1	~~10.1~~	Credit Agreement by and among MSX International, Inc. and Wells Fargo Foothill, Inc. as the Arranger and Administrative Agent	~~Fifth Amendment to amended and Restated Credit Agreement dated as of March 15, 2006 among the Company, JPMorgan Chase Bank, N.A. and the other parties signatory thereto.~~
10.2		Intercreditor Agreement, dated as of June 30, 2006, among Court Square Capital Limited, Citicorp Mezzanine III, L.P., BNY Midwest Trust Company, and Wells Fargo Foothill, Inc.

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