<PAGE>
                                                                    EXHIBIT 2.11

                         UNITED STATES BANKRUPTCY COURT
                          SOUTHERN DISTRICT OF NEW YORK

-------------------------------------------
                                           X
                                           :
IN RE                                      :      CHAPTER 11
                                           :
VIASYSTEMS GROUP, INC., AND                :      CASE NO. 02-           (    )
VIASYSTEMS, INC.,                          :
                                           :      (JOINTLY ADMINISTERED)
                           DEBTORS.        :
                                           X
-------------------------------------------

                            PREPACKAGED JOINT PLAN OF
                  REORGANIZATION OF VIASYSTEMS GROUP, INC. AND
            VIASYSTEMS, INC. UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

                                       WEIL, GOTSHAL & MANGES LLP

                                       Alan B. Miller
                                       767 Fifth Avenue
                                       New York, New York 10153
                                       (212) 310-8000

                                       - and -

                                       Stephen A. Youngman
                                       100 Crescent Court, Suite 1300
                                       Dallas, Texas 75201
                                       (214) 746-7700

                                       Attorneys for Viasystems Group, Inc. and
                                       Viasystems, Inc.

Dated: New York, New York
August 30, 2002



<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE

<S>                                                                                                            <C>
INTRODUCTION ....................................................................................................5

ARTICLE I.            DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME..............................5

         A.       Scope of Definitions; Rules of Construction....................................................5

         B.       Definitions....................................................................................5

         C.       Rules of Interpretation.......................................................................13

ARTICLE II.           TREATMENT OF UNCLASSIFIED CLAIMS..........................................................14

         A.       Administrative Claims.........................................................................14

         B.       Priority Tax Claims...........................................................................14

ARTICLE III.          CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS...............................15

         A.       Introduction..................................................................................15

         B.       Summary of Classes............................................................................15

         C.       Treatment of Classified Claims and Equity Interests...........................................15

         D.       Allowed Claims and Equity Interests...........................................................20

         E.       Postpetition Interest.........................................................................20

         F.       Alternative Treatment.........................................................................20

         G.       Tax Allocation................................................................................20

ARTICLE IV.           RIGHTS OFFERING...........................................................................20

         A.       The Rights....................................................................................20

         B.       Rights Period.................................................................................21

         C.       Subscription Price............................................................................21

         D.       Transfer Restriction; Revocation..............................................................21

         E.       Procedures for Exercise of Rights.............................................................21

         F.       Commitments...................................................................................21

         G.       Conditions to Issuance of Shares..............................................................22

         H.       Proceeds......................................................................................22

ARTICLE V.            HICKS MUSE EXCHANGE.......................................................................22

ARTICLE VI.           MEANS FOR IMPLEMENTATION OF THIS PLAN.....................................................22

         A.       Continued Corporate Existence; Authorized Capital Stock.......................................22
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                                       i

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                                TABLE OF CONTENTS
                                   (CONTINUED)
<Table>
<Caption>
                                                                                                               PAGE

<S>                                                                                                            <C>
         B.       Corporate Action; Cancellation of Securities..................................................23

         C.       Directors and Executive Officers..............................................................23

         D.       New Securities................................................................................24

         E.       New Senior Credit Agreement...................................................................24

         F.       New Subordinated Notes........................................................................25

         G.       Rights Offering and Hicks Muse Exchange.......................................................25

         H.       Incentive Option Plan.........................................................................25

         I.       Revesting of Assets...........................................................................25

         J.       Preservation of Rights of Action; Settlement of Litigation Claims.............................26

         K.       Effectuating Documents; Further Transactions..................................................26

         L.       Exemption from Certain Transfer Taxes.........................................................26

ARTICLE VII.          PROVISIONS GOVERNING DISTRIBUTIONS........................................................26

         A.       Distributions for Claims and Equity Interests Allowed as of the Effective Date................26

         B.       Disbursing Agent..............................................................................27

         C.       Surrender of Securities or Instruments........................................................27

         D.       Instructions to Disbursing Agent..............................................................27

         E.       Services of Indenture Trustee.................................................................28

         F.       Record Date for Distributions.................................................................28

         G.       Means of Cash Payment.........................................................................28

         H.       Calculation of Distribution Amounts of New Stock and New Warrants.............................28

         I.       Delivery of Distributions; Undeliverable or Unclaimed Distributions...........................28

         J.       Withholding and Reporting Requirements........................................................29

         K.       Setoffs.......................................................................................29

         L.       Effect of DTI Guaranty Claim..................................................................29

ARTICLE VIII.         PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS....................30

         A.       Objections to Claims; Disputed Claims.........................................................30

         B.       No Distribution Pending Allowance.............................................................31

         C.       Distributions After Allowance.................................................................31
</Table>



                                       ii

<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>
                                                                                                               PAGE

<S>                                                                                                            <C>
ARTICLE IX.           TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.....................................31

         A.       Assumed Contracts and Leases..................................................................31

         B.       Payments Related to Assumption of Contracts and Leases........................................32

         C.       Rejected Contracts and Leases.................................................................32

         D.       Claims Based on Rejection of Executory Contracts or Unexpired Leases..........................32

         E.       Compensation and Benefit Plans and Treatment of Retirement Plan...............................32

ARTICLE X.            ACCEPTANCE OR REJECTION OF THIS PLAN......................................................33

         A.       Classes Entitled To Vote......................................................................33

         B.       Acceptance by Impaired Classes................................................................33

         C.       Elimination of Classes........................................................................33

         D.       Nonconsensual Confirmation....................................................................33

ARTICLE XI.           CONDITIONS PRECEDENT TO THIS PLAN'S CONFIRMATION AND CONSUMMATION.........................34

         A.       Conditions to Confirmation....................................................................34

         B.       Conditions to Effective Date..................................................................34

         C.       Waiver of Conditions..........................................................................36

ARTICLE XII.          MODIFICATIONS AND AMENDMENTS; WITHDRAWAL..................................................36

ARTICLE XIII.         RETENTION OF JURISDICTION.................................................................36

ARTICLE XIV.          COMPROMISES AND SETTLEMENTS...............................................................37

ARTICLE XV.           MISCELLANEOUS PROVISIONS..................................................................38

         A.       Bar Dates for Certain Claims..................................................................38

         B.       Payment of Statutory Fees.....................................................................39

         C.       Severability of Plan Provisions...............................................................39

         D.       Successors and Assigns........................................................................39

         E.       Discharge of the Debtors and Injunction.......................................................39

         F.       Debtors' Releases.............................................................................40

         G.       Other Releases................................................................................40

         H.       Exculpation and Limitation of Liability.......................................................40

         I.       Waiver of Enforcement of Subordination........................................................41
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                                      iii

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                                TABLE OF CONTENTS
                                   (CONTINUED)
<Table>
<Caption>
                                                                                                               PAGE

<S>                                                                                                            <C>
         J.       Term of Injunctions or Stays..................................................................41

         K.       Binding Effect................................................................................41

         L.       Revocation, Withdrawal, or Non-Consummation...................................................41

         M.       Committees....................................................................................42

         N.       Plan Supplement...............................................................................42

         O.       Notices to Debtors............................................................................42

         P.       Indemnification Obligations...................................................................43

         Q.       Governing Law.................................................................................43

         R.       Prepayment....................................................................................43

         S.       Section 1125(e) of the Bankruptcy Code........................................................43

Exhibit A       Terms of New Senior Credit Agreement
Exhibit B       Terms of New Stock
Exhibit C       Terms of Stockholders Agreement
</Table>



                                       iv

<PAGE>

                                  INTRODUCTION

         Viasystems Group, Inc. and Viasystems, Inc. jointly propose the
following plan of reorganization under Chapter 11 of the Bankruptcy Code.

                                   ARTICLE I.

                      DEFINITIONS, RULES OF INTERPRETATION,
                             AND COMPUTATION OF TIME

A.       SCOPE OF DEFINITIONS; RULES OF CONSTRUCTION

         Except as expressly provided or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in this Article I. Any term that is used and not defined herein, but is
defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning
ascribed to it therein. Where the context requires, any definition applies to
the plural as well as the singular number.

B.       DEFINITIONS

         1.1. "Administrative Claim" means a Claim for payment of an
administrative expense of a kind specified in section 503(b) or 1114(e)(2) of
the Bankruptcy Code and entitled to priority under section 507(a)(1) of the
Bankruptcy Code, including (a) actual, necessary costs and expenses, incurred
after the Petition Date, of preserving the Debtors' Estates and operating their
businesses, including wages, salaries, or commissions for services rendered
after the Petition Date, (b) Professional Fee Claims, (c) all fees and charges
assessed against the Estates under chapter 123 of title 28, United States Code,
(d) all Allowed Claims that are entitled to be treated as Administrative Claims
by virtue of a Final Order entered under section 546(c)(2)(A) of the Bankruptcy
Code, (e) the reasonable post-petition fees and expenses of indenture trustees,
including successors thereto, including reasonable attorney's fees and expenses
of such indenture trustees and (f) any obligations under the DIP Facility.

         1.2. "Administrative Claims Bar Date" means the date, if any,
designated by the Bankruptcy Court as the last date for filing proofs of
Administrative Claims against the Debtors.

         1.3. "Affiliate" means any entity that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under common
control with, a specified entity; for purposes of the definition of "Affiliate"
or "affiliate," any entity that owns, controls, or holds with power to vote 20%
or more of the outstanding voting securities of, or controls or directs the
management of, the entity specified shall be deemed to be an Affiliate of such
entity.

         1.4. "Allowed" means, with respect to a Claim or Equity Interest within
a particular Class, an Allowed Claim or Allowed Equity Interest of the type
described in such Class.

         1.5. "Allowed Claim" means any Claim against any Debtor, which is
listed by such Debtor in its books and records as liquidated in amount and not
disputed or contingent; provided, however, that to the extent that a Claim is a
Disputed Claim, the determination of whether such Claim shall be Allowed and/or
the amount of any such Claim shall be determined, resolved, or adjudicated, as
the case may be, in the manner in which such Claim would have been determined,
resolved, or adjudicated if the Chapter 11 Cases had not been commenced; and
provided further, however, that the Reorganized Debtors, in their discretion,
may bring an objection or other motion before the Bankruptcy Court with respect
to resolution



                                       5
<PAGE>

of a Disputed Claim. An Allowed Claim (i) includes a Disputed Claim to the
extent such Disputed Claim becomes Allowed after the Effective Date and (ii)
shall be net of any valid setoff exercised with respect to such Claim (other
than in the case of an Existing Credit Agreement Claim) pursuant to the
provisions of the Bankruptcy Code and applicable law. Unless otherwise specified
herein, in section 506(b) of the Bankruptcy Code or by order of the Bankruptcy
Court, an "Allowed Claim" shall not, for purposes of distributions under this
Plan, include (a) for prepetition Claims, interest on such Claim or Claims
accruing from or after the Petition Date, (b) punitive or exemplary damages or
(c) any fine, penalty or forfeiture.

         1.6. "Allowed Equity Interest" means an Equity Interest in any Debtor,
which has been or hereafter is listed by such Debtor in its books and records as
liquidated in an amount and not disputed or contingent; provided, however, that
to the extent an Equity Interest is a Disputed Equity Interest, the
determination of whether such Equity Interest shall be Allowed and/or the amount
of any such Equity Interest shall be determined, resolved, or adjudicated, as
the case may be, in the manner in which such Equity Interest would have been
determined, resolved, or adjudicated if the Chapter 11 Cases had not been
commenced; and provided, further, however, that the Reorganized Debtors may in
their discretion, bring an objection or other motion before the Bankruptcy Court
with respect to resolution of a Disputed Equity Interest.

         1.7. "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
codified in title 11 of the United States Code, 11 U.S.C. Sections 101-1330, as
now in effect or hereafter amended.

         1.8. "Bankruptcy Court" means the United States Bankruptcy Court for
the Southern District of New York or any other court with jurisdiction over the
Chapter 11 Cases.

         1.9. "Bankruptcy Rules" means, collectively, the Federal Rules of
Bankruptcy Procedure and the Official Bankruptcy Forms, the Federal Rules of
Civil Procedure, as applicable to the Chapter 11 Cases or proceedings therein,
and the Local Rules of the Bankruptcy Court, all as now in effect or hereafter
amended.

         1.10. "Business Day" means any day, excluding Saturdays, Sundays or
"legal holidays" (as defined in Bankruptcy Rule 9006(a)), on which commercial
banks are open for business in the City of New York.

         1.11. "Cash" means legal tender of the United States of America.

         1.12. "Certificate" means any certificate, instrument, or other
document evidencing an Extinguished Security.

         1.13. "Chapter 11 Cases" means the jointly administered Chapter 11
cases of the Debtors.

         1.14. "Claim" means a claim, as defined in section 101(5) of the
Bankruptcy Code, against a Debtor.

         1.15. "Class" means one of the classes of Claims or Equity Interests
described in Article III below.

         1.16. "Committee" means any official committee appointed in the Chapter
11 Cases, as such committee may be reconstituted from time to time.

         1.17. "Commitment Agreements" means (i) that certain Subscription and
Conversion Commitment Agreement among certain Hicks Muse entities and the
Debtors, (ii) that certain Subscription



                                       6
<PAGE>

and Standby Commitment Agreement among TCW and the Debtors, and (iii) that
certain Subscription and Standby Commitment Agreement among GSC and the Debtors,
each dated as of August 29, 2002, collectively or individually, as applicable.

         1.18. "Confirmation" means the Bankruptcy Court's confirmation of this
Plan.

         1.19. "Confirmation Date" means the date of entry of the Confirmation
Order on the docket of the Bankruptcy Court.

         1.20. "Confirmation Hearing" means the Bankruptcy Court's hearing to
consider confirmation of this Plan, as it may be adjourned or continued from
time to time.

         1.21. "Confirmation Order" means the Bankruptcy Court's order
confirming this Plan under section 1129 of the Bankruptcy Code.

         1.22. "Creditor Group" means, collectively, the Senior Lenders, the
Noteholders' Committee, and Hicks Muse.

         1.23. "Cure" means the payment of Cash by a Debtor, or the distribution
of other property (as the parties may agree or the Bankruptcy Court may order),
as necessary to cure a default by a Debtor under an executory contract or
unexpired lease of a Debtor and to permit a Debtor to assume that contract or
lease under section 365(a) of the Bankruptcy Code.

         1.24. "Debtor" means each of Group and Viasystems and "Debtors" means
both of them collectively, and when the context so requires, in their capacity
as a debtor and debtor-in-possession under sections 1107 and 1108 of the
Bankruptcy Code.

         1.25. "DIP Facility" means the debtor-in-possession credit facility to
be entered into in the Chapter 11 Cases by and among the Debtors, certain of the
subsidiaries of the Debtors, as guarantors, the lenders party thereto, JPMorgan
Chase Bank, as Agent, and J.P. Morgan Securities Inc., as exclusive advisor,
sole lead arranger and sole bookrunner.

         1.26. "Disallowed Claim" means any Claim against any Debtor that has
been disallowed, in whole or in part, by Final Order of the Bankruptcy Court, or
that has been withdrawn, in whole or in part, by the holder thereof.

         1.27. "Disallowed Equity Interest" means any Equity Interest in any
Debtor that has been disallowed, in whole or in part, by Final Order of the
Bankruptcy Court, or that has been withdrawn, in whole or in part, by the holder
thereof.

         1.28. "Disbursing Agent" means Reorganized Group or any party
designated by Reorganized Group, in its sole discretion, and approved by the
Bankruptcy Court if other than a Debtor, to serve as a disbursing agent under
this Plan.

         1.29. "Disclosure Statement" means the disclosure statement distributed
to holders of Claims in classes 2A, 2B, 4, 5A, 5B, 6A, and 6B pursuant to
section 1126(b) of the Bankruptcy Code.

         1.30. "Disputed Claim" means any Claim, or any portion thereof, that is
not an Allowed Claim or a Disallowed Claim.



                                       7
<PAGE>

         1.31. "Disputed Equity Interest" means every Equity Interest that is
not an Allowed Equity Interest or a Disallowed Equity Interest.

         1.32. "Distribution Date" means the date, occurring as soon as
practicable after the Effective Date, on which the Disbursing Agent first makes
distributions to holders of Allowed Claims and Allowed Equity Interests as
provided in Article VII.

         1.33. "Distribution Record Date" means the record date for purposes of
making distributions under this Plan on account of Allowed Claims and Equity
Interests, which date shall be the eighth (8th) Business Day after the
Confirmation Date.

         1.34. "DTI Guaranty" means that certain guaranty, dated October 3,
2000, executed by Viasystems with respect to the L.12 million (Sterling) loan
made by the Secretary of State for Trade and Industry for the United Kingdom to
Viasystems Tyneside Limited.

         1.35. "DTI Guaranty Claim" means any Claim under the DTI Guaranty and
the related Settlement Agreement, dated January 31, 2002, among the Secretary of
State for Trade and Industry, Viasystems, and European PCB Group (Cayman
Islands) Ltd.

         1.36. "Effective Date" means the first Business Day (i) on which all
conditions to this Plan's consummation in Article XI.B have been satisfied or
waived and (ii) that is the date on which this Plan is consummated.

         1.37. "Equity Interest" means the legal, equitable, contractual and
other rights of any Person with respect to any capital stock or other ownership
interest in any Debtor, whether or not transferable, and any option, warrant or
right to purchase, sell, or subscribe for an ownership interest or other equity
security in any Debtor.

         1.38. "Estate" means the estate of either of the Debtors in the Chapter
11 Cases, and "Estates" means, collectively, the estates of both of the Debtors
in the Chapter 11 Cases, as created under section 541 of the Bankruptcy Code.

         1.39. "Eurodollar Rate" means the rate (adjusted for statutory reserve
requirements for euro currency liabilities) for eurodollar deposits for a period
equal to one, two, three or (with respect to the New Senior Credit Facility) six
months or, to the extent available to all lenders under the New Senior Credit
Facility, nine or twelve months (as selected by the applicable Borrower)
appearing on Page 3750 of the Telerate screen.

         1.40. "Existing Bank Debt" means indebtedness under the Existing Credit
Agreement.

         1.41. "Existing Credit Agreement" means that certain Credit Agreement,
dated as of March 29, 2000, as amended by the First Amendment dated as of April
23, 2001, the Second Amendment dated as of June 28, 2001, the Third Amendment
dated as of March 29, 2002, and the Fourth Amendment and Waiver dated as of May
29, 2002, as it may be further amended from time to time, among Group,
Viasystems, Viasystems Canada Holdings, Inc. (f/k/a Viasystems Canada, Inc.),
Print Service Holding N.V., the several banks and other financial institutions
from time to time parties thereto, J.P. Morgan Bank Canada, as Canadian
Administrative Agent, J.P. Morgan Europe Limited, as Multicurrency
Administrative Agent, and JPMorgan Chase Bank, as Administrative Agent.

         1.42. "Existing Credit Agreement Claim" means any claim arising under
the Existing Credit Agreement.



                                       8
<PAGE>

         1.43. "Existing Group Common Stock" means Group's common stock, par
value $.01 per share, issued and outstanding immediately before the Petition
Date.

         1.44. "Existing Group Preferred Stock" means Group's Series B preferred
stock, par value $.01 per share, issued and outstanding immediately before the
Petition Date.

         1.45. "Existing Group Stock" means, collectively, the Existing Group
Common Stock and the Existing Group Preferred Stock.

         1.46. "Existing Other Equity Interests" means, collectively, (i) (a)
all incentive stock options, non-qualified stock options, and stock appreciation
rights granted under any Debtor-sponsored stock option plans or (b) any other
options, warrants, or rights, contractual or otherwise, if any, to acquire or
receive an Equity Interest existing immediately before the Petition Date and
(ii) any Claim against the Debtors, under applicable federal or state law,
whether or not such Claim is listed on the Schedules or evidenced by a filed
proof of claim, whether or not the subject of an existing lawsuit, arising from
or seeking the rescission of a purchase or sale of equity of the Debtors or any
affiliate of the Debtors, for damages arising from the purchase or sale of such
a security, or for reimbursement, indemnification or contribution allowed under
section 502 of the Bankruptcy Code on account of such a Claim as provided in
section 510(b) of the Bankruptcy Code.

         1.47. "Existing Viasystems Common Stock" means Viasystems' common
stock, par value $.01 per share, issued and outstanding immediately before the
Petition Date.

         1.48. "Exit Facility" means the revolving credit facility provided for
in the New Senior Credit Agreement, and all ancillary agreements, documents, and
instruments to be issued or given in connection therewith.

         1.49. "Extinguished Securities" means all Existing Group Common Stock,
Existing Group Preferred Stock, Existing Other Equity Interests, Senior Notes,
and Subordinated Notes.

         1.50. "Face Amount" means when used in reference to (i) a Disputed
Claim, the full stated amount claimed by the holder thereof in any proof of
Claim timely filed with the Bankruptcy Court, (ii) an Allowed Claim, the Allowed
amount thereof, and (iii) an Equity Interest, the number of shares evidencing
such Equity Interests.

         1.51. "Final Order" means an order or judgment, entered by the
Bankruptcy Court, that has not been amended, modified, or reversed, and as to
which (i) no stay is in effect, (ii) the time to seek rehearing, review,
modification or amendment or to file a notice of appeal has expired, and (iii)
no appeal or request for modification, amendment, a stay, rehearing or other
review is pending.

         1.52. "General Unsecured Claim" means an unsecured Claim other than a
Senior Note Claim, the DTI Guaranty Claim, a Subordinated Note Claim, or an
Intercompany Claim that is not entitled to priority under section 507 of the
Bankruptcy Code.

         1.53. "Group" means Viasystems Group, Inc., a Delaware corporation and
parent company of Viasystems.

         1.54. "GSC" means, collectively, GSC Partners CDO Fund, Limited, GSC
Partners CDO Fund II, GSC Recovery IIA, L.P., and GSC Recovery II, L.P.



                                       9
<PAGE>

         1.55. "Hicks Muse" means, collectively, Hicks, Muse, Tate & Furst
Equity Fund III, L.P., HM3 Coinvestors, L.P., HMTF Equity Fund IV (1999), L.P.,
HMTF Private Equity Fund IV (1999), L.P., Hicks, Muse PG-IV (1999), C.V., HM
4-SBS (1999) Coinvestors, L.P., HM 4-EQ (1999) Coinvestors, L.P., Pearl Street,
L.P., and Pearl Street II, L.P.

         1.56. "Impaired" means, when used with reference to a Claim or Equity
Interest, a Claim or Equity Interest that is impaired within the meaning of
section 1124 of the Bankruptcy Code.

         1.57. "Incentive Option Plan" means the incentive option plan to be
adopted by Reorganized Group pursuant to Article VI.H, pursuant to which New
Options will be issued.

         1.58. "Intercompany Claim" means any claim held by a Subsidiary.

         1.59. "New Common Stock" means the new common stock to be issued by
Reorganized Group pursuant to this Plan as of the Effective Date.

         1.60. "New Junior Preferred Stock" means the new junior preferred stock
to be issued by Reorganized Group pursuant to this Plan as of the Effective
Date.

         1.61. "New Options" means the options to be issued by Reorganized Group
to purchase New Common Stock pursuant to the provisions of the Incentive Option
Plan.

         1.62. "New Preferred Stock" means, collectively, (i) the New Senior
Convertible Preferred Stock and the New Junior Preferred Stock and (ii) any
other class of preferred stock that may be designated by the Board of Directors
of Reorganized Group in accordance with the Reorganized Group Certificate of
Incorporation.

         1.63. "New Securities" means, collectively, the New Senior Convertible
Preferred Stock, the New Junior Preferred Stock, the New Common Stock, the New
Warrants and the New Options, as applicable.

         1.64. "New Senior Convertible Preferred Stock" means the new senior
convertible preferred stock to be issued by Reorganized Group pursuant to this
Plan, including the Rights Offering, as of the Effective Date.

         1.65. "New Senior Credit Agreement" means the credit agreement
(pursuant to which the New Senior Credit Facility is provided) to be entered
into by Reorganized Group, Reorganized Viasystems, certain foreign subsidiaries
of Reorganized Viasystems, the banks and other financial institutions parties
thereto, dated as of the Effective Date, containing terms and conditions
substantially the same as set forth in Exhibit A annexed hereto, and all
ancillary agreements, documents, and instruments to be issued or given in
connection therewith.

         1.66. "New Senior Credit Facility" means collectively, (i) the Exit
Facility, (ii) the Term Loan A Facility and (iii) the Term Loan B Facility.

         1.67. "New Stock" means, collectively, the New Senior Convertible
Preferred Stock, the New Junior Preferred Stock, and the New Common Stock.

         1.68. "New Subordinated Notes" means the new notes to be issued by
Reorganized Viasystems pursuant to this Plan as of the Effective Date.



                                       10
<PAGE>

         1.69. "New Warrants" means the new warrants to purchase New Common
Stock to be issued by Reorganized Group pursuant to this Plan as of the
Effective Date.

         1.70. "Noteholders' Committee" means the informal committee of certain
holders of Subordinated Notes formed prior to the Petition Date consisting of
representatives of GSC Partners, Credit Suisse Asset Management and MW Post
Advisory Group.

         1.71. "Other Priority Claim" means a Claim entitled to priority under
section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an
Administrative Claim.

         1.72. "Other Secured Claim" means any Allowed Claim, any Claim that is
Disallowed only pursuant to sections 502(b)(5) or 502(e) of the Bankruptcy Code,
or that is not an Allowed Secured Claim only because of the failure of the
entity to file a proof of claim for such Claim, in each case, which Claim is
secured by a lien (that is not subject to avoidance or otherwise invalid) on
property of a Debtor's Estate to the extent it is a Secured Claim as determined
in accordance with section 506(a) of the Bankruptcy Code, or, in the event that
such Claim is subject to permissible setoff under section 553 of the Bankruptcy
Code, to the extent of such permissible setoff; provided, however, that to the
extent the amount of such an Allowed Claim exceeds the value of the property
securing such claim or the permissible setoff, such amount shall be a General
Unsecured Claim; provided, further, however, that an Existing Credit Agreement
Claim is not an Other Secured Claim.

         1.73. "Person" means an individual, corporation, partnership, joint
venture, association, joint stock company, limited liability company, limited
liability partnership, trust, estate, unincorporated organization, or other
entity.

         1.74. "Petition Date" means      , 2002, the date on which the Debtors
filed their petitions for relief commencing the Chapter 11 Cases.

         1.75. "Plan" means this plan of reorganization, as it may be amended,
modified, or supplemented from time to time, including all exhibits and
schedules hereto.

         1.76. "Plan Supplement" means the compilation of documents, including
any exhibits to this Plan not included herewith, that the Debtors may file with
the Bankruptcy Court on or before the date that is five (5) Business Days prior
to the Confirmation Hearing.

         1.77. "Postpetition Interest" means interest, accruing after the
Petition Date, on a Claim.

         1.78. "Priority Tax Claim" means a Claim that is entitled to priority
under section 507(a)(8) of the Bankruptcy Code.

         1.79. "Professional" means a professional Person, as that term is used
in sections 327 and 1103 of the Bankruptcy Code.

         1.80. "Professional Fee Claim" means a Professional's Claim for
compensation or reimbursement of costs and expenses relating to services
performed on and after the Petition Date and before and including the Effective
Date.

         1.81. "Pro Rata" means, at any time, the proportion that the Face
Amount of an Allowed Claim or Allowed Equity Interest in a particular Class
bears to the aggregate Face Amount of all Claims or Equity Interests (including
Disputed Claims or Disputed Equity Interests, but excluding Disallowed Claims or
Disallowed Equity Interests) in that Class, unless this Plan provides otherwise.



                                       11
<PAGE>

         1.82. "Reorganized Debtor" means each of Reorganized Group and
Reorganized Viasystems, and "Reorganized Debtors" means both of them.

         1.83. "Reorganized Group" means Group on and after the Effective Date.

         1.84. "Reorganized Group Bylaws" means Reorganized Group's bylaws in
effect under the laws of the State of Delaware, as amended by this Plan and in
the form to be filed with the Plan Supplement.

         1.85. "Reorganized Group Certificate of Incorporation" means
Reorganized Group's certificate of incorporation in effect under the laws of the
State of Delaware, as amended by this Plan and in the form to be filed with the
Plan Supplement.

         1.86. "Reorganized Viasystems" means Viasystems on and after the
Effective Date.

         1.87. "Rights" means the rights to purchase New Senior Convertible
Preferred Stock as described in Article IV.

         1.88. "Rights Agent" means the Person engaged by the Debtors to conduct
the Rights Offering, as identified in the Subscription Form.

         1.89. "Rights Deadline" the date and time in which the Subscription
Form and Subscription Price must be received by the Solicitation Agent, which
such date will be prior to the Effective Date and will be set forth in the
Subscription Form.

         1.90. "Rights Offering" means the offering of rights to purchase New
Senior Convertible Preferred Stock as described in Article IV.

         1.91. "Rights Holders" means, collectively, Hicks Muse, TCW and holders
of Subordinated Note Claims as of the Voting Record Date.

         1.92. "Schedules" means the schedules of assets and liabilities,
statements of financial affairs, and lists of holders of Claims and Equity
Interests filed by the Debtors pursuant to section 521 of the Bankruptcy Code
and Bankruptcy Rule 1007, including any amendments and supplements thereto.

         1.93. "Secured Claim" means a Claim that is secured by a lien that is
valid, perfected and enforceable, and not avoidable, upon property in which a
Debtor has an interest, to the extent of the value, as of the Effective Date, of
such interest or lien as determined by a Final Order of the Bankruptcy Court
pursuant to section 506 of the Bankruptcy Code, or as otherwise agreed to in
writing by a Debtor or Reorganized Debtor and the holder of such Claim.

         1.94. "Senior Lender" means the holder of a claim under the Existing
Credit Agreement.

         1.95. "Senior Notes" means the 14% senior unsecured notes due 2007 of
Viasystems in the aggregate principal amount of $100 million issued under that
certain Subscription Agreement, dated as of July 19, 2001, among Group,
Viasystems and Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3 Coinvestors,
L.P., HMTF Equity Fund IV (1999), L.P., HMTF Private Equity Fund IV (1999),
L.P., Hicks, Muse PG-IV (1999), C.V., HM 4-SBS (1999) Coinvestors, L.P., and HM
4-EQ (1999) Coinvestors, L.P.

         1.96. "Senior Note Claim" means any Claim under the Senior Notes.



                                       12
<PAGE>

         1.97. "Solicitation Order" means the Final Order of the Bankruptcy
Court or other court of competent jurisdiction providing, among other things,
that Class 8 is deemed to have rejected this Plan and is not entitled to vote
hereon.

         1.98. "Stockholders Agreement" means the agreement among Reorganized
Group and certain holders of New Securities governing, among other things, the
registration of New Securities held by such Persons and containing the terms and
conditions set forth in Exhibit C annexed hereto.

         1.99. "Subordinated Notes" means the 9 3/4% senior subordinated notes
due 2007 of Viasystems in the aggregate principal amount of $500 million (i)
issued under the two indentures, dated as of June 6, 1997 and February 17, 1998,
each between Viasystems and The Bank of New York, as Trustee, and (ii)
guaranteed by Group pursuant to the two First Supplemental Indentures, dated as
of August 29, 2002, among Group, Viasystems and The Bank of New York.

         1.100. "Subordinated Note Claim" means any Claim under the Subordinated
Notes.

         1.101. "Subsidiaries" means the direct and indirect subsidiaries of
Group and Viasystems.

         1.102. "TCW" means TCW Share Opportunity Fund III, L.P.

         1.103. "Viasystems" means Viasystems, Inc., a Delaware corporation.

C.       RULES OF INTERPRETATION

         1. GENERAL

         In this Plan (a) any reference to a contract, instrument, release,
indenture, or other agreement or document as being in a particular form or on
particular terms and conditions means the agreement or document substantially in
that form or on those terms and conditions, (b) any reference to an existing
document or exhibit means that document or exhibit as it may have been or may be
amended, modified, or supplemented, (c) unless otherwise specified, all
references to Sections, Articles, Schedules, and Exhibits are references to
Sections, Articles, Schedules, and Exhibits of or to this Plan, (d) the words
"hereof," "herein," "hereby," "hereunder," and words of similar import refer to
this Plan in its entirety rather than to a particular portion of this Plan, (e)
captions and headings to Articles and Sections are for convenience of reference
only and are not intended to be a part of or to affect the interpretation of
this Plan, and (f) the rules of construction, in section 102 of the Bankruptcy
Code and in the Bankruptcy Rules shall apply.

         2. "INCLUDING"

         As used in this Plan, "include," "includes," or "including" shall be
deemed to be followed by the words "without limitation."

         3. "ON"

         With reference to any distribution under this Plan, "on" a date (means
on or as soon as reasonably practicable after that date.

         4. "DTI"

         As used in this Plan, "with DTI" refers to the relative effects of the
Allowed portion of the DTI Guaranty Claim equaling the maximum potential amount
of such Claims (estimated at $13.5 million) and



                                       13
<PAGE>

"without DTI" shall refer to the relative effects of the entire DTI Guaranty
Claim being Disallowed or otherwise not entitled to receive a distribution under
this Plan. The actual distributions and recovery percentages shall be determined
based on the Allowed DTI Guaranty Claim established by agreement or through the
estimation process.

D.       COMPUTATION OF TIME

         In computing any period of time prescribed or allowed by this Plan, the
provisions of Bankruptcy Rule 9006(a) shall apply.

                                  ARTICLE II.

                        TREATMENT OF UNCLASSIFIED CLAIMS

         In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Priority Tax Claims are not classified and are not
entitled to vote on this Plan.

A.       ADMINISTRATIVE CLAIMS

         Each holder of an Allowed Administrative Claim shall receive, on the
latest of (i) the Distribution Date, (ii) the date on which its Administrative
Claim becomes an Allowed Administrative Claim, or (iii) the date on which its
Administrative Claim becomes payable under any agreement relating thereto, Cash
equal to the unpaid portion of its Allowed Administrative Claim. Notwithstanding
the foregoing, (a) any Allowed Administrative Claim based on a liability
incurred by the Debtors in the ordinary course of business during the Chapter 11
Cases shall be paid in the ordinary course of business, in accordance with the
terms and conditions of any agreement relating thereto and (b) any Allowed
Administrative Claim may be paid on such other terms as may be agreed on between
the holder of such claim and the Debtors.

B.       PRIORITY TAX CLAIMS

         On the later of (i) the Distribution Date or (ii) the date such
Priority Tax Claim becomes an Allowed Priority Tax Claim, each holder of an
Allowed Priority Tax Claim shall receive in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed Priority Tax Claim,
in the sole discretion of the Debtors, (a) Cash equal to the unpaid portion of
such Allowed Priority Tax Claim, (b) deferred Cash payments over a period not
exceeding six years after the date of assessment of such Allowed Priority Tax
Claim, of a value, as of the Effective Date, equal to such Allowed Priority Tax
Claim, or (c) such other treatment as to which the Debtors and such holder shall
have agreed upon in writing; provided, however, that the Debtors reserve the
right to prepay any Allowed Priority Tax Claim, or any remaining balance of any
Allowed Priority Tax Claim, in full at any time on or after the Distribution
Date without premium or penalty; provided further, however, that no holder of an
Allowed Priority Tax Claim shall be entitled to any payments on account of any
pre-Effective Date interest accrued on or penalty arising after the Petition
Date with respect to or in connection with such Allowed Priority Tax Claim.


                                       14
<PAGE>

                                  ARTICLE III.

           CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS

A.       INTRODUCTION

         This Plan places all Claims and Equity Interests, except Unclassified
Claims provided for in Article II, in the Classes listed below. A Claim or
Equity Interest is placed in a particular Class only to the extent that it falls
within the description of that Class, and is classified in any other Class to
the extent that any portion thereof falls within the description of such other
Class.

B.       SUMMARY OF CLASSES

<Table>
<Caption>
                        CLASS                           IMPAIRED/UNIMPAIRED, ENTITLEMENT TO VOTE
                        -----                           ----------------------------------------

<S>                                                     <C>
Class 1A -- Group Other Priority Claims                 Unimpaired -- Deemed to have accepted this
                                                        Plan and not entitled to vote
Class 1B -- Viasystems Other Priority                   Unimpaired -- Deemed to have accepted this
  Claims                                                Plan and not entitled to vote
Class 2A -- Group Existing Credit Agreement             Impaired -- Entitled to vote
  Claims
Class 2B -- Viasystems Existing Credit                  Impaired -- Entitled to vote
  Agreement Claims
Class 3A -- Group Other Secured Claims                  Unimpaired -- Deemed to have accepted this
                                                        Plan and not entitled to vote
Class 3B -- Viasystems Other Secured Claims             Unimpaired -- Deemed to have accepted this
                                                        Plan and not entitled to vote
Class 4 -- Viasystems Senior Note Claims                Impaired -- Entitled to vote
  and DTI Guaranty Claims
Class 5A -- Group Subordinated Note Claims              Impaired -- Entitled to vote
Class 5B -- Viasystems Subordinated Note                Impaired -- Entitled to vote
  Claims
Class 6A -- Group General Unsecured Claims              Impaired -- Entitled to vote
Class 6B -- Viasystems General Unsecured                Impaired -- Entitled to vote
  Claims
Class 7A -- Group Intercompany Claims                   Unimpaired -- Deemed to have accepted this
                                                        Plan and not entitled to vote
Class 7B -- Viasystems Intercompany Claims              Unimpaired -- Deemed to have accepted this
                                                        Plan and not entitled to vote
Class 8 -- Existing Group Preferred Stock               Impaired -- If the Bankruptcy Court enters
                                                        the Solicitation Order, Class 8 shall be
                                                        deemed to have rejected this Plan and not
                                                        entitled to vote
Class 9A -- Existing Group Common Stock                 Impaired -- Deemed to have rejected this
                                                        Plan and not entitled to vote
Class 9B -- Existing Viasystems Common                  Unimpaired -- Deemed to have accepted this
  Stock                                                 Plan and not entitled to vote
Class 10 -- Existing Other Equity Interests             Impaired -- Deemed to have rejected this
                                                        Plan and not entitled to vote
</Table>

C.       TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS

         1.       CLASS 1A -- GROUP OTHER PRIORITY CLAIMS

                  a. Claims in Class: Class 1A consists of all Other Priority
         Claims against Group.



                                       15
<PAGE>

                  b. Treatment: On the later of (i) the Distribution Date or
         (ii) the date on which its Other Priority Claim becomes an Allowed
         Other Priority Claim, or, in each case, as soon as practicable
         thereafter, each holder of an Allowed Other Priority Claim against
         Group shall receive, in full satisfaction, settlement, release, and
         discharge of and in exchange for such Allowed Other Priority Claim,
         Cash equal to the full amount of its Allowed Other Priority Claim.

         2.       CLASS 1B -- VIASYSTEMS OTHER PRIORITY CLAIMS

                  a. Claims in Class: Class 1B consists of all Other Priority
         Claims against Viasystems.

                  b. Treatment: On the later of (i) the Distribution Date or
         (ii) the date on which its Other Priority Claim becomes an Allowed
         Other Priority Claim, or, in each case, as soon as practicable
         thereafter, each holder of an Allowed Other Priority Claim against
         Viasystems shall receive, in full satisfaction, settlement, release,
         and discharge of and in exchange for such Allowed Other Priority Claim,
         Cash equal to the full amount of its Allowed Other Priority Claim.

         3.       CLASS 2A -- GROUP EXISTING CREDIT AGREEMENT CLAIMS

                  a. Claims in Class: Class 2A consists of all Existing Credit
         Agreement Claims against Group. Existing Credit Agreement Claims will
         be reduced by approximately $77.43 million pursuant to the consummation
         of the Rights Offering and the Hicks Muse Exchange.

                  b. Treatment: For purposes of the Plan, Existing Credit
         Agreement Claims are Allowed in the aggregate amount of not less than
         $525.7 million. The legal, equitable, and contractual rights of the
         holders of Existing Credit Agreement Claims against Group shall be
         deemed satisfied by Group's guarantee of the obligations under the New
         Senior Credit Agreement.

         4.       CLASS 2B -- VIASYSTEMS EXISTING CREDIT AGREEMENT CLAIMS

                  a. Claims in Class: Class 2B consists of all Existing Credit
         Agreement Claims against Viasystems. Existing Credit Agreement Claims
         will be reduced by approximately $77.43 million pursuant to the
         consummation of the Rights Offering and the Hicks Muse Exchange.

                  b. Treatment: For purposes of the Plan, Existing Credit
         Agreement Claims are Allowed in the aggregate amount of not less than
         $525.7 million. On the Effective Date, each holder of an Allowed
         Existing Credit Agreement Claim against Viasystems shall receive, in
         full satisfaction, settlement, release, and discharge of and in
         exchange for such Existing Credit Agreement Claim, an amount of
         indebtedness under the New Senior Credit Agreement equal to the amount
         of such holder's Allowed Existing Credit Agreement Claim and all rights
         related to such indebtedness under the New Senior Credit Agreement.

         5.       CLASS 3A -- GROUP OTHER SECURED CLAIMS

                  a. Claims in Class: Each sub-Class of Class 3A consists of a
         single Secured Claim against Group, and in the aggregate includes all
         Other Secured Claims against Group. Each sub-Class is a separate Class
         for all purposes under the Bankruptcy Code and this Plan, including for
         voting purposes. If the Claim of a holder of an Other Secured Claim
         against Group exceeds the value of the collateral that secures it, such
         holder shall have an Other Secured Claim against



                                       16
<PAGE>
         Group equal to the value of the collateral for such Claim and a General
         Unsecured Claim against Group for the deficiency.

                  b. Treatment: The legal, equitable, and contractual rights of
         the holders of Other Secured Claims against Group are unaltered by this
         Plan, or such Secured Claims shall otherwise be rendered unimpaired
         pursuant to section 1124 of the Bankruptcy Code.

         6.       CLASS 3B -- VIASYSTEMS OTHER SECURED CLAIMS

                  a. Claims in Class: Each sub-Class of Class 3B consists of a
         single Secured Claim against Viasystems, and in the aggregate includes
         all Other Secured Claims against Viasystems. Each sub-Class is a
         separate Class for all purposes under the Bankruptcy Code and this
         Plan, including for voting purposes. If the Claim of a holder of an
         Other Secured Claim against Viasystems exceeds the value of the
         collateral that secures it, such holder shall have an Other Secured
         Claim against Viasystems equal to the value of the collateral for such
         Claim and a General Unsecured Claim against Viasystems for the
         deficiency.

                  b. Treatment: The legal, equitable, and contractual rights of
         the holders of Other Secured Claims against Viasystems are unaltered by
         this Plan, and such Secured Claims shall otherwise be rendered
         unimpaired pursuant to section 1124 of the Bankruptcy Code.

         7.       CLASS 4 -- VIASYSTEMS SENIOR NOTE CLAIMS AND DTI GUARANTY
                  CLAIMS

                  a. Claims in Class: Class 4 consists of all Senior Note Claims
         and DTI Guaranty Claims against Viasystems.

                  b. Treatment: For purposes of the Plan, Senior Note Claims are
         Allowed in the aggregate amount of not less than $120.1 million. On the
         later of (i) the Effective Date or (ii) the date on which its Senior
         Note Claim or DTI Guaranty Claim becomes an Allowed Senior Note Claim
         or Allowed DTI Guaranty Claim, each holder of an Allowed Senior Note
         Claim or Allowed DTI Guaranty Claim shall transfer to Group such
         Allowed Senior Note Claim or Allowed DTI Guaranty Claim and shall
         receive from Group in exchange therefor a Pro Rata distribution of
         1,336,000 shares of New Junior Preferred Stock and 1,762,487 shares of
         New Common Stock, with DTI, or 1,201,000 shares of New Junior Preferred
         Stock and 1,584,344 shares of New Common Stock, without DTI (after
         which Group will contribute such Allowed Senior Note Claim or Allowed
         Guaranty Claim to Viasystems for cancellation and in satisfaction,
         settlement, release, and discharge of such Claim).

         8.       CLASS 5A -- GROUP SUBORDINATED NOTE CLAIMS

                  a. Claims in Class: Class 5A consists of all Subordinated Note
         Claims against Group.

                  b. Treatment: For purposes of the Plan, Subordinated Note
         Claims are Allowed in the aggregate amount of not less than $540.6
         million. The legal, equitable, and contractual rights of the holders of
         Subordinated Note Claims against Group shall be deemed satisfied by
         virtue of the treatment afforded to holders of Subordinated Note Claims
         against Viasystems.



                                       17
<PAGE>

         9.       CLASS 5B -- VIASYSTEMS SUBORDINATED NOTE CLAIMS

                  a. Claims in Class: Class 5B consists of all Subordinated Note
         Claims against Viasystems.

                  b. Treatment: For purposes of the Plan, Subordinated Note
         Claims are Allowed in the aggregate amount of not less than $540.6
         million. On the later of (i) the Effective Date or (ii) the date on
         which its Subordinated Note Claim becomes an Allowed Subordinated Note
         Claim, or, in each case, as soon as practicable thereafter, each holder
         of an Allowed Subordinated Note Claim against Viasystems shall transfer
         to Group such Allowed Subordinated Note Claim and shall receive from
         Group in exchange therefor a Pro Rata distribution of 17,131,247
         shares, with DTI, or 17,558,818 shares, without DTI, of New Common
         Stock(after which Group will contribute such Allowed Subordinated Note
         Claim to Viasystems for cancellation and in satisfaction, settlement,
         release, and discharge of such Claim).

         10.      CLASS 6A -- GROUP GENERAL UNSECURED CLAIMS

                  a. Claims in Class: Class 6A consists of all General Unsecured
         Claims against Group.

                  b. Treatment: If the holders of General Unsecured Claims
         against Group vote as a class to accept this Plan in accordance with
         section 1126(c) of the Bankruptcy Code, then on the Effective Date,
         each holder of an Allowed General Unsecured Claim against Group shall
         receive, in full satisfaction, settlement, release, and discharge of
         and in exchange for such Allowed General Unsecured Claim, a Pro Rata
         distribution of New Warrants to purchase 159,574 shares of New Common
         Stock, either with or without DTI. In the event holders of General
         Unsecured Claims against Group vote as a class to reject this Plan,
         then such holders shall not receive any distributions under this Plan.

         11.      CLASS 6B -- VIASYSTEMS GENERAL UNSECURED CLAIMS

                  a. Claims in Class: Class 6B consists of all General Unsecured
         Claims against Viasystems.

                  b. Treatment: Each holder of an Allowed General Unsecured
         Claim against Viasystems shall receive, in full satisfaction,
         settlement, release, and discharge of and in exchange for each such
         Allowed General Unsecured Claim, a New Subordinated Note in a principal
         amount equal to 85% of the amount of each such Allowed General
         Unsecured Claim.

         12.      CLASS 7A -- GROUP INTERCOMPANY CLAIMS

                  a. Claims in Class: Class 7A consists of all Intercompany
         Claims against Group.

                  b. Treatment: The legal, equitable, and contractual rights of
         the holders of Intercompany Claims against Group are unaltered by this
         Plan, or such Intercompany Claims shall otherwise be rendered
         unimpaired pursuant to section 1124 of the Bankruptcy Code.

         13.      CLASS 7B -- VIASYSTEMS INTERCOMPANY CLAIMS

                  a. Claims in Class: Class 7B consists of all Intercompany
         Claims against Viasystems.




                                       18
<PAGE>

                  b. Treatment: The legal, equitable, and contractual rights of
         the holders of an Allowed Intercompany Claims against Viasystems are
         unaltered by this Plan, or such Intercompany Claims shall otherwise be
         rendered unimpaired pursuant to section 1124 of the Bankruptcy Code.

         14.      CLASS 8 -- EXISTING GROUP PREFERRED STOCK

                  a. Equity Interests in Class: Class 8 consists of all Existing
         Group Preferred Stock.

                  b. Treatment: If the holders of Group General Unsecured Claims
         (Class 6A) vote as a class to accept this Plan in accordance with
         section 1126(c) of the Bankruptcy Code, then on the Effective Date, or
         as soon as practicable thereafter, each holder of an Allowed Existing
         Group Preferred Stock Equity Interest shall receive a Pro Rata
         distribution of New Warrants to purchase 1,436,171 shares of New Common
         Stock, either with or without DTI. If holders of Group General
         Unsecured Claims (Class 6A) vote as a class to reject this Plan,
         holders of Existing Group Preferred Stock shall not receive any
         distribution.

         15.      CLASS 9A -- EXISTING GROUP COMMON STOCK

                  a. Equity Interests in Class: Class 9A consists of all
         Existing Group Common Stock.

                  b. Treatment: On the Effective Date, all Existing Group Common
         Stock shall be cancelled, and the holders of Existing Group Common
         Stock shall not receive or retain any property or interest in property
         on account of their Existing Group Common Stock.

         16.      CLASS 9B -- EXISTING VIASYSTEMS COMMON STOCK

                  a. Equity Interests in Class: Class 9B consists of all
         Existing Viasystems Common Stock.

                  b. Treatment: For and in consideration of Group acquiring
         certain Allowed Viasystems Existing Credit Agreement Claims, Allowed
         Senior Note Claims, Allowed DTI Guaranty Claims and Allowed Viasystems
         Subordinated Note Claims and contributing such Claims to Viasystems,
         and for and in consideration of Group funding the consideration or
         providing for distributions under this Plan to holders of Allowed
         Administrative Claims, certain Allowed Priority Tax Claims, Allowed
         Other Priority Claims, Allowed Existing Credit Agreement Claims,
         Allowed Other Secured Claims, certain Allowed General Unsecured Claims,
         and Allowed Existing Group Preferred Stock Equity Interests, the legal,
         equitable, and contractual rights of Group in the Existing Viasystems
         Common Stock are unaltered and unimpaired by this Plan.

         17.      CLASS 10 -- EXISTING OTHER EQUITY INTERESTS

                  a. Claims and Equity Interests in Class: Class 10 consists of
         all Existing Other Equity Interests in Group and Viasystems.

                  b. Treatment: On the Effective Date, all Existing Other Equity
         Interests shall be cancelled, and the holders of Existing Other Equity
         Interests in Group and Viasystems shall not receive or retain any
         property or interest in property on account of their Existing Other
         Equity Interests.



                                       19
<PAGE>

D.       ALLOWED CLAIMS AND EQUITY INTERESTS

         Notwithstanding any provision herein to the contrary, the Debtors or
Reorganized Debtors shall only make distributions to holders of Allowed Claims
and Allowed Equity Interests. No holder of a Disputed Claim or Disputed Equity
Interest shall receive any distribution on account thereof until and to the
extent that its Disputed Claim or Disputed Equity Interest becomes an Allowed
Claim or Allowed Equity Interest.

E.       POSTPETITION INTEREST

         In accordance with section 502(b)(2) of the Bankruptcy Code, the amount
of all unsecured Claims against the Debtors shall be calculated as of the
Petition Date. Except as otherwise explicitly provided herein, in section 506(b)
of the Bankruptcy Code or by order of the Bankruptcy Court, no holder of a Claim
shall be entitled to or receive Postpetition Interest.

F.       ALTERNATIVE TREATMENT

         Notwithstanding any provision herein to the contrary, any holder of an
Allowed Claim may receive, instead of the distribution or treatment to which it
is entitled hereunder, any other distribution or treatment to which it, the
Debtors the Senior Lenders, the Noteholders' Committee, and Hicks Muse may agree
to in writing, provided, however, that such other distribution or treatment
shall not provide a return having a present value in excess of the present value
of the distribution or treatment that otherwise would be given such holder
pursuant to this Plan.

G.       TAX ALLOCATION

         For tax purposes, the value of any New Securities received by holders
of Claims in satisfaction of interest bearing obligations shall be allocated
first to the full satisfaction of principal of such interest bearing obligations
and second in satisfaction of any accrued unpaid interest.

                                  ARTICLE IV.

                                RIGHTS OFFERING

A.       THE RIGHTS

         Group will issue non-transferable, non-certificated subscription rights
(the "Rights") entitling the purchase from Group, on the Effective Date and
incident to and as part of the transactions that comprise this Plan, of (i)
2,758,828 shares, with DTI, or 2,646,135 shares, without DTI, of New Senior
Convertible Preferred Stock at an aggregate purchase price of $34.98 million
(5.5169 shares, with DTI, or 5.2916 shares, without DTI, for each $1,000 in
principal amount of Subordinated Notes held) by the holders of Subordinated Note
Claims as of the Voting Record Date (including Hicks Muse), (ii) 888,709 shares,
with DTI, or 852,408 shares, without DTI, of New Senior Convertible Preferred
Stock at an aggregate purchase price of $11.27 million by Hicks Muse, and (iii)
591,492 shares, with DTI, or 567,331 shares, without DTI, of New Senior
Convertible Preferred Stock at an aggregate purchase price of $7.5 million by
TCW (the "Rights Offering").

         No fractional shares of New Senior Convertible Preferred Stock or Cash
in lieu thereof shall be issued or paid. The number of shares of New Senior
Convertible Preferred Stock available for purchase by a Rights Holder shall be
rounded down to the nearest whole number.



                                       20
<PAGE>
B.       RIGHTS PERIOD

         The Rights Offering shall commence by announcement as soon as
practicable following the Petition Date and shall expire on the Rights Deadline.
After the Rights Deadline, unexercised Rights shall be null and void. Group
shall not be obligated to honor any purported exercise of Rights received by the
Rights Agent after the Rights Deadline, regardless of when the documents
relating to such exercise were sent.

C.       SUBSCRIPTION PRICE

         The Subscription Price will be between $12.68, with DTI, and $13.22,
without DTI, per share of New Senior Convertible Preferred Stock, payable in
Cash or by transfer of Existing Bank Debt to Group. Payments may only be made in
accordance with procedures prescribed by the Debtors in the Disclosure
Statement. The exact Subscription Price shall be set forth in a supplemental
notice to be delivered to the Rights Holders as soon as practicable prior to the
Rights Deadline.

D.       TRANSFER RESTRICTION; REVOCATION

         The Rights are not transferable. Once a Rights Holder has properly
exercised its Rights, such exercise shall not be permitted to be revoked. Upon
such exercise, Rights Holders who hold Subordinated Notes shall not be permitted
to sell, transfer, assign, pledge or otherwise dispose of such Subordinated
Notes. Any such transfer shall be null and void and the Debtors shall not treat
any purported transferee as the holder of such Subordinated Notes.

E.       PROCEDURES FOR EXERCISE OF RIGHTS

         Rights issued to holders of Subordinated Note Claims may only be
exercised by such Rights Holders to the extent such holders hold the
Subordinated Notes giving rise to the Subordinated Note Claim at such time of
exercise. Rights Holders shall be able to exercise their Rights by causing their
Subscription Forms to be delivered to the Rights Agent at or prior to the Rights
Deadline, having properly completed and executed the Subscription Form, and
tendered the Subscription Price in accordance with procedures set forth in the
Disclosure Statement and the Subscription Form.

         All questions concerning the timeliness, validity, form and eligibility
of any exercise of Rights shall be determined by the Debtors, whose
determinations shall be final and binding. The Debtors, in their sole
discretion, may waive any defect or irregularity, or permit a defect or
irregularity to be corrected within such times as they may determine, or reject
the purported exercise of any Right. Subscription Forms shall not be deemed to
have been received or accepted until all irregularities have been waived or
cured within such time as the Debtors determine, in their sole discretion.
Neither the Debtors nor the Rights Agent shall be under any duty to give
notification of any defect or irregularity in connection with the submission of
Subscription Forms or incur any liability for failure to give such notification.

F.       COMMITMENTS

         Incident to and as part of the transactions that comprise this Plan and
pursuant to the Commitment Agreements, (i) Hicks Muse has agreed to exercise its
Rights in full and, on the Effective Date, to direct the record holder to
transfer Existing Bank Debt beneficially owned by Hicks Muse under a
participation agreement in the principal amount of $27.5 million to Group in
exchange for 2,168,806 shares, with DTI, or 2,080,215 shares, without DTI, of
New Senior Convertible Preferred Stock (Group will thereafter contribute such
Existing Bank Debt to Viasystems for cancellation); (ii) TCW has agreed to
exercise its Rights in full and, on the Effective Date, to transfer Existing
Bank Debt in the principal amount of $7.5



                                       21
<PAGE>

million to Group in exchange for 591,492 shares, with DTI, or 567,331 shares,
without DTI, of New Senior Convertible Preferred Stock (Group will thereafter
contribute such Existing Bank Debt to Viasystems for cancellation); and (iii)
GSC has agreed, on the Effective Date, to purchase from Group all or any portion
of the remaining shares of New Senior Convertible Preferred Stock that the
holders of Subordinated Note Claims (other than Hicks Muse) do not purchase in
the Rights Offering, up to 1,478,731 shares, with DTI, or 1,418,328 shares,
without DTI, of New Senior Convertible Preferred Stock at an aggregate purchase
price of up to $18.75 million. In consideration for such commitments, Group has
agreed to pay Hicks Muse, TCW, and GSC a fee, in Cash, equal to two percent of
the price of the New Senior Convertible Preferred Stock purchased by such
Persons in the Rights Offering.

G.       CONDITIONS TO ISSUANCE OF SHARES

         None of Group, Hicks Muse, TCW, GSC, or any exercising Rights Holder
shall be under any obligation, or have any right, to transfer or purchase any
shares of New Senior Convertible Preferred Stock unless and until this Plan has
been Confirmed, all conditions to the Effective Date have been satisfied or
waived, and all Subordinated Note Claims are exchanged for New Common Stock
pursuant to this Plan. The Rights Offering is not conditioned on the exercise of
any minimum number of Rights by Rights Holders. Group reserves the right at any
time prior to the Rights Deadline to terminate the Rights Offering if
consummation thereof is prohibited by law or applicable regulation. Reorganized
Group shall otherwise be obligated to complete the Rights Offering on the
Effective Date.

H.       PROCEEDS

         Tendered Existing Bank Debt received as proceeds of the Rights Offering
shall be cancelled. All Cash proceeds from the Rights Offering shall be used to
reduce outstanding indebtedness of the Debtors under the Existing Credit
Agreement.

                                   ARTICLE V.

                               HICKS MUSE EXCHANGE

         Incident to and as part of the transactions that comprise this Plan and
pursuant to that certain Commitment Agreement executed by Hicks Muse, Hicks Muse
has agreed, on the Effective Date, to transfer Existing Bank Debt to Group for
shares of New Common Stock (the "Hicks Muse Exchange"). Under the Hicks Muse
Exchange, Hicks Muse will direct the record holder to transfer Existing Bank
Debt beneficially owned by Hicks Muse under a participation agreement in the
principal amount of $23.7 million to Group (Group will thereafter contribute
such Existing Bank Debt to Viasystems for cancellation). In exchange, Group
shall issue 1,867,237 shares, with DTI, or 1,790,964 shares, without DTI, of New
Common Stock to Hicks Muse. Tendered Existing Bank Debt shall be cancelled
(following its contribution by Group to Viasystems). Neither Group nor Hicks
Muse shall have any obligation under the Hicks Muse Exchange unless and until
this Plan has been Confirmed and all conditions to the consummation of this Plan
have been satisfied or waived.

                                  ARTICLE VI.

                      MEANS FOR IMPLEMENTATION OF THIS PLAN

A.       CONTINUED CORPORATE EXISTENCE; AUTHORIZED CAPITAL STOCK

         Reorganized Group and Reorganized Viasystems shall continue to exist
after the Effective Date as separate corporate entities in accordance with the
applicable law in the applicable jurisdiction in which



                                       22
<PAGE>

they are incorporated under their respective certificates of incorporation and
bylaws in effect before the Effective Date except as their certificates of
incorporation and bylaws may be amended pursuant to this Plan. On the Effective
Date, the certificate of incorporation and bylaws of each Reorganized Debtor
shall be amended as necessary to satisfy the provisions of this Plan and the
Bankruptcy Code and shall include pursuant to section 1123(a)(6) of the
Bankruptcy Code, a provision prohibiting the issuance of non-voting equity
securities. In addition, the Reorganized Group Certificate of Incorporation
shall include a provision (i) authorizing 25 million shares of New Preferred
Stock, of which 4.5 million shares shall be designated New Senior Convertible
Preferred Stock and 1.5 million shares shall be designated New Junior Preferred
Stock, and (ii) authorizing 100 million shares of New Common Stock.

B.       CORPORATE ACTION; CANCELLATION OF SECURITIES

         As of the Effective Date, the Certificates evidencing the Extinguished
Securities shall evidence solely the right to receive from Viasystems or Group
the distribution of the consideration, if any, set forth in Article III.C. On
the Effective Date, except as otherwise provided for herein, (i) the
Extinguished Securities, to the extent not already cancelled, shall be deemed
cancelled and of no further force or effect without any further action on the
part of the Bankruptcy Court or any other Person and (ii) the obligations of the
Debtors under the Extinguished Securities and under the Debtors' certificate of
incorporation, any agreements, indentures, or certificates of designations
governing the Extinguished Securities shall be terminated and discharged;
provided, however, that each indenture or other agreement that governs the
rights of the holder of a Claim based on the Extinguished Securities and that is
administered by an indenture trustee, agent, or servicer shall continue in
effect solely for the purposes of (a) allowing such indenture trustee, agent, or
servicer to make the distributions to be made on account of such Claims
hereunder and (b) permitting such indenture trustee, agent, or servicer to
maintain any rights it may have for fees, costs, and expenses under such
indenture or other agreement. Additionally, the cancellation of any indenture
shall not impair the rights and duties under such indenture as between the
indenture trustee thereunder and the beneficiaries of the trust created thereby.
Additionally, as of the Effective Date, all Equity Interests other than the
Equity Interests in Viasystems, to the extent not already cancelled, shall be
cancelled.

         Any actions taken by an indenture trustee, agent or servicer that are
not for the purposes authorized hereunder shall not be binding upon the Debtors.
Except with respect to the making of distributions as provided in the preceding
paragraph, the Reorganized Debtors may, with or without cause, terminate any
indenture or other governing agreement and the authority of any indenture
trustee, agent or servicer to act thereunder at any time by giving five Business
Days' written notice of termination to the indenture trustee, agent, or
servicer. If distributions hereunder on account of Subordinated Note Claims have
not been completed at the time of termination of the indenture or other
governing agreement, the Reorganized Debtors shall designate a distribution
agent to act in place of the indenture trustee, agent, or servicer, and the
provisions of this Plan shall be deemed to apply to the new distribution agent.

C.       DIRECTORS AND EXECUTIVE OFFICERS

         On the Effective Date, the term of each member of the current Board of
Directors of Group and Viasystems shall automatically expire. The initial Board
of Directors of Reorganized Group on and after the Effective Date shall consist
of nine members. Group shall identify the individuals proposed to serve as
directors of Reorganized Group in the Plan Supplement, which shall be filed with
the Bankruptcy Court on or before the date that is five Business Days prior to
the Confirmation Hearing. The board of directors of Reorganized Group shall have
the responsibility for the management, control, and operation of Reorganized
Group on and after the Effective Date. The members of the Management Group shall
maintain their current positions as executive officers of Reorganized Group on
and after the Effective



                                       23
<PAGE>

Date. The officers and directors of Reorganized Group on and after the Effective
Date shall also serve as the officers and directors of Reorganized Viasystems
unless otherwise provided in the Plan Supplement.

D.       NEW SECURITIES

         As of the Effective Date, the issuance by Reorganized Group of an
aggregate of (i) 4,239,029 shares, with DTI, or 4,065,874 shares, without DTI,
of New Senior Convertible Preferred Stock, (ii) 1,336,000 shares, with DTI, or
1,201,000 shares, without DTI, of New Junior Preferred Stock, and (iii)
20,760,971 shares, with DTI, or 20,934,126 shares, without DTI, of New Common
Stock by Group to Viasystems as a contribution to capital shall be authorized.

         As of the Effective Date, the issuance by Reorganized Group of New
Warrants to purchase an aggregate of 1,595,745 shares of New Common Stock shall
be authorized. The New Warrants shall (i) have a per share exercise price equal
to $25.56, with DTI, or $26.10, without DTI, (ii) be exercisable immediately and
(iii) expire seven years after the date issued.

         As of the Effective Date, the grant by Reorganized Group of the Tranche
A New Options to purchase an aggregate of 2,222,222 shares of New Common Stock
in accordance with the Incentive Option Plan shall be authorized.

         As of the Effective Date, the reservation by Reorganized Group of
8,056,996 shares, with DTI, or 7,883,841 shares, without DTI, of New Common
Stock for issuance pursuant to any conversion of the New Senior Convertible
Preferred Stock and any exercise of New Warrants or Tranche A New Options shall
be authorized.

         The issuance, grant, and reservation of New Securities authorized in
this Article VI.D shall not require any further act or action by, among other
Persons, any shareholders or creditors of Group, under applicable law,
regulation, order or rule.

         On or before the Distribution Date, Reorganized Group shall issue for
distribution in accordance with the provisions hereof the New Securities
required for distribution pursuant to the provisions hereof. All securities to
be issued shall be deemed issued as of the Effective Date regardless of the date
on which they are actually distributed. Descriptions of the terms of the New
Senior Convertible Preferred Stock, the New Junior Preferred Stock, and the New
Common Stock are set forth in Exhibit B annexed hereto.

         On the Effective Date, Reorganized Group shall enter into the
Stockholders Agreement annexed hereto as Exhibit C.

E.       NEW SENIOR CREDIT AGREEMENT

         Indebtedness under the Existing Credit Agreement (which indebtedness
will be reduced by approximately $77.43 million pursuant to the consummation of
the Rights Offering and the Hicks Muse Exchange) shall be restructured in the
New Senior Credit Agreement to provide for a Term Loan A Facility in an amount
between $69.5 million and $85.4 million and a Term Loan B Facility in an amount
between $362.9 million and $378.8 million. In addition, the New Senior Credit
Agreement shall include the Exit Facility, which will provide for revolving
loans of up to $61.85 million and a letter of credit subfacility with a sublimit
of $15.0 million. The Exit Facility will be part of the New Senior Credit
Agreement. The Exit Facility will provide liquidity for working capital and
other general corporate purposes to Reorganized Group and its Subsidiaries
following the conclusion of the Chapter 11 Cases. Availability under the Exit
Facility will be subject to a domestic asset coverage test and, with respect to
revolving advances, limited to circumstances in which Reorganized Viasystems and
its Subsidiaries have



                                       24
<PAGE>

less than $20 million in unrestricted cash and cash equivalents on hand at the
time of, and after giving effect to, borrowing. As of the date of this
Disclosure Statement, the committed amount of the Exit Facility is $51.3
million. On the Effective Date, the Reorganized Debtors will enter into the New
Senior Credit Agreement.

F.       NEW SUBORDINATED NOTES

         On the Effective Date, Reorganized Viasystems shall issue New
Subordinated Notes to holders of General Unsecured Claims against Viasystems in
aggregate principal amount equal to 85% of such Allowed Claims. The New
Subordinated Notes shall be subordinated to all indebtedness under the New
Credit Agreement and all other indebtedness of Viasystems for borrowed money.
All principal and accrued interest under the New Subordinated Notes shall be due
and payable upon the 10-year anniversary of the Effective Date. The New
Subordinated Notes shall bear interest at the following rates, compounded
semi-annually: (i) 0.0% in the first year, (ii) 1.0% in the second year, (iii)
3.0% in the third year, (iv) 5.0% in the fourth year, and (v) 8.0% in the fifth
year and thereafter. The New Subordinated Notes shall be non-transferable.

G.       RIGHTS OFFERING AND HICKS MUSE EXCHANGE

         Incident to and as part of the transactions that comprise this Plan,
Group is (i) issuing Rights to purchase 4,239,029 shares, with DTI, or 4,065,874
shares, without DTI, of New Senior Convertible Preferred Stock at an aggregate
purchase price of $53.75 million under the Rights Offering and (ii) exchanging
1,867,237 shares, with DTI, or 1,790,964 shares without DTI, of New Common Stock
for $23.7 million in Existing Bank Debt under the Hicks Muse Exchange. On the
Effective Date, Group shall consummate the Rights Offering and the Hicks Muse
Exchange, all as contemplated by the Rights Offering and the Commitment
Agreements.

H.       INCENTIVE OPTION PLAN

         In connection with this Plan, Reorganized Group shall adopt an
Incentive Option Plan that is intended to provide incentives to employees to
continue their efforts to foster and promote the long-term growth and
performance of the Reorganized Debtors and their Subsidiaries. The Incentive
Option Plan shall authorize the issuance of New Options to purchase up to
2,777,778 shares of New Common Stock. Up to eighty-percent of such New Options
will be issued on the Effective Date (the "Tranche A Options") with a per share
exercise price equal to $12.68, with DTI, or $13.22, without DTI. Tranche A
Options shall be issued to employees of the Reorganized Debtors and their
Subsidiaries in accordance with an allocation recommended by the Chief Executive
Officer of Reorganized Group and approved by the Compensation Committee of the
Board of Directors of Reorganized Group; provided, a designee of Hicks Muse and
a designee of GSC must consent to such allocation. The Tranche A Options shall
vest as follows: one-third immediately upon the date of grant, one-third upon
the 24-month anniversary of the Effective Date, and one-third upon the 36-month
anniversary of the Effective Date. The remaining 20% of such New Options, plus
any additional options not granted as Tranche A Options and allocated as
"Tranche B Options" with the approval of Hicks Muse and GSC, shall be available
for future grants at the discretion of the Compensation Committee, subject to
such terms and conditions as the Compensation Committee may determine at the
time of grant.

I.       REVESTING OF ASSETS

         The property of each Debtor's Estate, together with any property of
each Debtor that is not property of its Estate and that is not specifically
disposed of pursuant to this Plan, shall revest in the applicable Reorganized
Debtor on the Effective Date. Thereafter, the Reorganized Debtors may operate



                                       25
<PAGE>

their businesses and may use, acquire, and dispose of property free of any
restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy
Court. As of the Effective Date, all property of the Reorganized Debtors shall
be free and clear of all Claims, encumbrances, Equity Interests, charges and
liens except as specifically provided or contemplated herein or the Confirmation
Order. Without limiting the generality of the foregoing, the Reorganized Debtors
may, without application to or approval by the Bankruptcy Court, pay
professional fees and expenses incurred after the Effective Date.

J.       PRESERVATION OF RIGHTS OF ACTION; SETTLEMENT OF LITIGATION CLAIMS

         Except as otherwise provided herein or the Confirmation Order, or in
any contract, instrument, release, indenture or other agreement entered into in
connection with this Plan, in accordance with section 1123(b) of the Bankruptcy
Code, the Reorganized Debtors shall retain and may enforce, sue on, settle, or
compromise (or decline to do any of the foregoing) all claims, rights or causes
of action, suits, and proceedings, whether in law or in equity, whether known or
unknown, that the Debtors or their Estates may hold against any Person or entity
without the approval of the Bankruptcy Court. The Reorganized Debtors or their
successor(s) may pursue such retained claims, rights or causes of action, suits,
or proceedings as appropriate, in accordance with the best interests of the
Reorganized Debtors or their successor(s) who hold such rights.

K.       EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS

         The chairman of the board of directors, president, chief financial
officer, any executive vice-president or senior vice-president, or any other
appropriate officer of each Debtor shall be authorized to execute, deliver,
file, or record such contracts, instruments, releases, indentures, and other
agreements or documents, and take such other actions, as may be necessary or
appropriate, to effectuate and further evidence the terms and conditions of this
Plan. The secretary or assistant secretary of the appropriate Debtor shall be
authorized to certify or attest to any of the foregoing actions.

L.       EXEMPTION FROM CERTAIN TRANSFER TAXES

         Pursuant to section 1146(c) of the Bankruptcy Code, any transfers from
a Debtor to a Reorganized Debtor or any other Person or entity pursuant to this
Plan shall not be subject to any document recording tax, stamp tax, conveyance
fee, intangibles or similar tax, mortgage tax, real estate transfer tax,
mortgage recording tax, or other similar tax or governmental assessment, and the
Confirmation Order shall direct the appropriate state or local governmental
officials or agents to forego the collection of any such tax or governmental
assessment and to accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or
governmental assessment.

                                  ARTICLE VII.

                       PROVISIONS GOVERNING DISTRIBUTIONS

A.       DISTRIBUTIONS FOR CLAIMS AND EQUITY INTERESTS ALLOWED AS OF THE
         EFFECTIVE DATE

         Except as otherwise provided herein or as ordered by the Bankruptcy
Court, distributions and issuances of New Securities to be made in exchange for
or on account of Claims or Equity Interests that are Allowed Claims or Allowed
Equity Interests as of the Effective Date shall be made on the Distribution
Date, or as soon thereafter as reasonably practicable. All Cash distributions
shall be made by the Disbursing Agent from available Cash of the Reorganized
Debtors. Any distribution hereunder of property other than Cash (including any
issuance of New Securities and the distribution of such New



                                       26
<PAGE>

Securities in exchange for Allowed Claims as of the Effective Date) shall be
made by the Disbursing Agent, the indenture trustee or the transfer agent in
accordance with the terms of this Plan.

B.       DISBURSING AGENT

         The Disbursing Agent shall make all distributions required hereunder,
except with respect to a holder of a Claim whose distribution is governed by an
indenture or other agreement and is administered by an indenture trustee, agent,
or servicer, which distributions shall be deposited with the appropriate
indenture trustee, agent, or servicer, who shall deliver such distributions to
the holders of Claims in accordance with the provisions hereof and the terms of
the relevant indenture or other governing agreement.

         If the Disbursing Agent is an independent third party designated by the
Reorganized Debtors to serve in such capacity (or, in the case of an indenture
or other agreement that governs distributions and is administered by an
indenture trustee, agent, or servicer), such Disbursing Agent, indenture
trustee, agent, or servicer shall receive, without further Bankruptcy Court
approval, reasonable compensation for distribution services rendered pursuant to
this Plan and reimbursement of reasonable out-of-pocket expenses incurred in
connection with such services from the Reorganized Debtors on terms acceptable
to the Reorganized Debtors. No Disbursing Agent shall be required to give any
bond or surety or other security for the performance of its duties unless
otherwise ordered by the Bankruptcy Court. If otherwise so ordered, all costs
and expenses of procuring any such bond shall be paid by the Reorganized
Debtors.

C.       SURRENDER OF SECURITIES OR INSTRUMENTS

         On or before the Distribution Date, or as soon as reasonably
practicable thereafter, each holder of a Certificate shall surrender such
Certificate to the Disbursing Agent, or, with respect to the Subordinated Notes,
the indenture trustee, and such Certificate shall be cancelled. No distribution
of property hereunder, including the sale of New Senior Convertible Preferred
Stock to a holder of a Subordinated Note Claim pursuant to the Rights Offering,
shall be made to or on behalf of any such holder unless and until such
Certificate is received by the Disbursing Agent or the indenture trustee, as the
case may be, or the unavailability of such Certificate is reasonably established
to the satisfaction of the Disbursing Agent or indenture trustee, as the case
may be. Any such holder who fails to surrender or cause to be surrendered such
Certificate or fails to execute and deliver an affidavit of loss and indemnity
reasonably satisfactory to the Disbursing Agent or indenture trustee, as the
case may be, prior to the second anniversary of the Effective Date shall be
deemed to have forfeited all rights and Claims or Equity Interests in respect of
such Certificate, shall not participate in any distribution hereunder and shall
have no right to participate in the Rights Offering, and (i) all Cash in respect
of such forfeited distribution, including interest accrued thereon, shall revert
to Reorganized Group and (ii) all New Securities in respect of such forfeited
distribution shall be cancelled notwithstanding any federal or escheat laws to
the contrary.

D.       INSTRUCTIONS TO DISBURSING AGENT

         Prior to any distribution on account of a Subordinated Note Claim, the
indenture trustee shall (i) inform the Disbursing Agent as to the amount of
properly surrendered Subordinated Notes and (ii) inform the Disbursing Agent in
a properly completed letter of transmittal, accompanied by properly remitted
securities, of the names of holders of Allowed Subordinated Note Claims, and the
number of shares of New Stock to be issued and distributed to or on behalf of
such holders of Allowed Subordinated Note Claims in exchange for properly
surrendered Subordinated Notes.



                                       27
<PAGE>

E.       SERVICES OF INDENTURE TRUSTEE

         The indenture trustee's services with respect to consummation of this
Plan shall be as set forth herein and as authorized by the indenture.

F.       RECORD DATE FOR DISTRIBUTIONS

         At the close of business on the Distribution Record Date, the transfer
ledgers for the Existing Bank Debt (maintained by JPMorgan Chase Bank, as
Administrative Agent under the Existing Credit Agreement), Senior Notes,
Subordinated Notes, and Existing Group Stock shall be closed, and there shall be
no further changes in the record holders of such debt and securities. The
Reorganized Debtors and the Disbursing Agent, if any, shall have no obligation
to recognize any transfer of any such debt and securities occurring after the
Distribution Record Date and shall be entitled instead to recognize and deal for
all purposes hereunder with only those record holders listed on the transfer
ledgers as of the close of business on the Distribution Record Date.

G.       MEANS OF CASH PAYMENT

         Cash payments hereunder shall be in U.S. funds by check, wire transfer,
or such other commercially reasonable manner as the payor shall determine in its
sole discretion.

H.       CALCULATION OF DISTRIBUTION AMOUNTS OF NEW STOCK AND NEW WARRANTS

         No fractional shares of New Stock or New Warrants to purchase
fractional shares of New Stock shall be issued or distributed hereunder or by
Reorganized Group or any Disbursing Agent, indenture trustee, agent, or
servicer. Each Person entitled to receive New Stock or New Warrants to purchase
shares of New Stock shall receive the total number of whole shares of New Stock
or New Warrants to purchase the total number of whole shares of New Stock to
which such Person is entitled. Whenever any distribution to a particular Person
would otherwise call for distribution of a fraction of a share of New Stock or a
New Warrant to purchase a fractional share of New Stock, such number of shares
or New Warrants to purchase shares to be distributed shall be rounded down to
the nearest whole number.

I.       DELIVERY OF DISTRIBUTIONS; UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS

         Distributions to holders of Allowed Claims shall be made by the
Disbursing Agent or the indenture trustee, as the case may be, (a) at the
holder's last known address, (b) at the address in any written notice of address
change delivered to the Disbursing Agent, (c) in the case of the holder of a
Subordinated Note Claim, at the address in the indenture trustee's official
records, or (d) at the address set forth in a properly completed letter of
transmittal accompanying a Certificate properly remitted in accordance with the
terms hereof. If any holder's distribution is returned as undeliverable, no
further distributions to such holder shall be made, unless and until the
Disbursing Agent or indenture trustee is notified of such holder's then current
address, at which time all missed distributions shall be made to such holder
without interest. Amounts in respect of undeliverable distributions made through
the Disbursing Agent or the indenture trustee shall be returned to the
appropriate Reorganized Debtor or the indenture trustee, as the case may be,
until such distributions are claimed. All claims for undeliverable distributions
must be made on or before the second anniversary of the Effective Date, after
which date (i) all Cash in respect of such forfeited distribution including
interest accrued thereon shall revert to Reorganized Group and (ii) all New
Securities in respect of such forfeited distribution shall be cancelled, in each
case, notwithstanding any federal or escheat laws to the contrary.



                                       28
<PAGE>

J.       WITHHOLDING AND REPORTING REQUIREMENTS

         In connection with this Plan and all distributions hereunder, the
Disbursing Agent shall, to the extent applicable, comply with all tax
withholding and reporting requirements imposed by any federal, state, local, or
foreign taxing authority, and all distributions hereunder shall be subject to
any such withholding and reporting requirements. The Disbursing Agent shall be
authorized to take all actions necessary or appropriate to comply with such
withholding and reporting requirements.

K.       SETOFFS

         Other than in respect of any Existing Credit Agreement Claim, a
Reorganized Debtor may, but shall not be required to, set off against any Claim,
and the payments or other distributions to be made pursuant to this Plan in
respect of such Claim, claims of any nature whatsoever that the Debtor or
Reorganized Debtor may have against the Claim's holder; provided, however, that
neither the failure to do so nor the allowance of any Claim hereunder shall
constitute a waiver or release by the Reorganized Debtor of any claim that the
Debtor or Reorganized Debtor may have against such holder. Nothing in this Plan
shall be deemed to expand rights to setoff under applicable non-bankruptcy law.
Notwithstanding the foregoing, the Reorganized Debtors shall be deemed to waive
and shall have no right of setoff or recoupment against any Existing Credit
Agreement Claim or against any amounts at any time due or outstanding under the
DIP Facility.

L.       EFFECT OF DTI GUARANTY CLAIM

         For purposes of this Plan, certain information regarding the New
Securities is presented on the basis of the relative effects of the Allowed
portion of the DTI Guaranty Claim equaling the maximum potential amount of such
Claim (estimated at $13.5 million) and the relative effects of the entire DTI
Guaranty Claim being Disallowed or otherwise not being entitled to receive a
distribution under the Plan. The methodology for determining the actual effect
of the DTI Guaranty Claim on the New Securities is set forth below.

         The determination of the number of shares and purchase price of New
Common Stock and New Senior Convertible Preferred Stock and the exercise price
of the New Warrants and Tranche A New Options shall be based upon the following
facts and assumptions:

         o        the Allowed DTI Guaranty Claim amount shall be established by
                  agreement or through the estimation process (the "DTI
                  Amount");

         o        each share of New Senior Convertible Preferred Stock is
                  initially convertible into one share of New Common Stock;

         o        the aggregate number of shares of New Common Stock and New
                  Senior Convertible Preferred Stock to be issued under the Plan
                  (including the Rights Offering and Hicks Muse Exchange) shall
                  total 25 million shares (the "Total Common Shares");

         o        the aggregate value of the Total Common Shares equals $330.5
                  million less the DTI Amount (the "Initial Common Equity
                  Value");

         o        the initial share price of the New Common Stock equals the
                  Initial Common Equity Value divided by the Total Common Shares
                  (the "Initial Common Share Price"); and




                                       29
<PAGE>

         o        the holders of Senior Note Claims shall receive 1,584,344
                  shares of the New Common Stock ("Senior Note Common Shares").

         Based on the facts and assumptions set forth above, the actual number
of shares of New Common Stock and New Senior Convertible Preferred Stock to be
issued with respect to the DTI Guaranty Claim, the Rights Offering, the Hicks
Muse Exchange, and the Subordinated Note Claims shall be determined as follows:

         o        the number of shares of New Common Stock to be issued to the
                  holder of the DTI Guaranty Claim (the "DTI Common Shares")
                  shall be equal to the product of (i) the DTI Amount divided by
                  the aggregate amount of Senior Notes Claims ($120.1 million)
                  and (ii) the Senior Note Common Shares;

         o        the number of shares of New Senior Convertible Preferred Stock
                  to be issued pursuant to the Rights Offering shall be equal to
                  the aggregate amount of the Rights Offering ($53.75 million)
                  divided by the Initial Common Share Price;

         o        the number of shares of New Common Stock to be issued pursuant
                  to the Hicks Muse Exchange shall be equal to the aggregate
                  amount of the Hicks Muse Exchange ($23.7 million) divided by
                  the Initial Common Share Price; and

         o        New Common Stock equal to the remaining Total Common Shares
                  shall be issued to the holders of Subordinated Note Claims.

         The number of shares of New Junior Preferred Stock to be issued with
respect to the Senior Note Claims and the DTI Guaranty Claim shall equal one
share for each $100 of such Allowed Claim.

         Based on the facts and assumptions set forth above, the exercise price
of the New Warrants to be issued with respect to the Group General Unsecured
Claims and the Group Existing Preferred Stock shall be determined by dividing
(i) the sum of the Initial Common Equity Value and $322.0 million by (ii) the
Total Common Shares.

         The exercise price of the Tranche A New Options shall be the Initial
Common Share Price.

                                 ARTICLE VIII.

                       PROCEDURES FOR RESOLVING DISPUTED,
                       CONTINGENT, AND UNLIQUIDATED CLAIMS

A.       OBJECTIONS TO CLAIMS; DISPUTED CLAIMS

         The Debtors intend to make distributions, as required by this Plan, in
accordance with the books and records of the Debtors (or in the case of the
Existing Bank Debt, in accordance with the books and records of JPMorgan Chase
Bank as Administrative Agent under the Existing Credit Agreement). Unless
disputed by a holder of a Claim or Equity Interest, the amount set forth in the
books and records of the Debtors shall constitute the amount of the Allowed
Claim or Allowed Equity Interest of such holder. If any holder of a Claim or
Equity Interest disagrees with the Debtors, such holders must so advise the
Debtors in writing, in which event, the Claim or Equity Interest shall be a
Disputed Claim or a Disputed Equity Interest. The Debtors intend to attempt to
resolve any such disputes consensually, or through other judicial means outside
of the Bankruptcy Court. Nevertheless, the Debtors may, in their discretion,
file with the Bankruptcy Court (or any other court of competent jurisdiction) an
objection to the allowance of



                                       30
<PAGE>

any Claim or Equity Interest, or any other appropriate motion or adversary
proceeding with respect thereto. All such objections shall be litigated to Final
Order; provided, however, that the Debtors may compromise and settle, withdraw
or resolve by any other method, without requirement of Bankruptcy Court
approval, any objections to Claims or Equity Interests. In addition, any Debtor
may, at any time, request that the Bankruptcy Court estimate any contingent or
unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code or other
applicable law regardless of whether such Debtor has previously objected to such
Claim or whether the Bankruptcy Court has ruled on any such objection, and the
Bankruptcy Court shall retain jurisdiction to estimate any Claim at any time
during litigation concerning any objection to any Claim, including during the
pendency of the any appeal relating to any such objection. In the event the
Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated
amount shall constitute either the Allowed amount of such Claim or a maximum
limitation on such Claim, as determined by the Bankruptcy Court. If the
estimated amount constitutes a maximum limitation on such Claim, the Debtors may
elect to pursue any supplemental proceedings to object to any ultimate
distribution on such Claim. All of the aforementioned Claims objection,
estimation, and resolution procedures are cumulative and are not necessarily
exclusive of one another. Claims may be estimated and thereafter resolved by any
permitted mechanism.

B.       NO DISTRIBUTION PENDING ALLOWANCE

         Notwithstanding any other provision herein, if any portion of a Claim
is a Disputed Claim, no payment or distribution provided hereunder shall be made
on account of or in exchange for such Claim unless and until such Disputed Claim
becomes an Allowed Claim.

C.       DISTRIBUTIONS AFTER ALLOWANCE

         To the extent that a Disputed Claim or Disputed Equity Interest
ultimately becomes an Allowed Claim or Allowed Equity Interest, a distribution
shall be made to the holder of such Allowed Claim or Allowed Equity Interest in
accordance with the provisions of this Plan. As soon as reasonably practicable
after the date that the order or judgment of the Bankruptcy Court or other
applicable court of competent jurisdiction allowing any Disputed Claim or
Disputed Equity Interest becomes a Final Order, the Disbursing Agent shall
provide to the holder of such Claim or Equity Interest the distribution to which
such holder is entitled hereunder on account of or in exchange for such Allowed
Claim.

                                  ARTICLE IX.

                        TREATMENT OF EXECUTORY CONTRACTS
                              AND UNEXPIRED LEASES

A.       ASSUMED CONTRACTS AND LEASES

         Except as otherwise provided herein, or in any contract, instrument,
release, indenture, or other agreement or document entered into in connection
with this Plan, as of the Effective Date each Reorganized Debtor shall be deemed
to have assumed each executory contract and unexpired lease to which it is a
party, unless such contract or lease (i) was previously assumed or rejected by
the Debtors, (ii) previously expired or terminated pursuant to its own terms,
(iii) is the subject of a motion to reject filed on or before the Confirmation
Date or (iv) is set forth in a schedule, as an executory contract or unexpired
lease to be rejected, filed as part of the Plan Supplement. The Confirmation
Order shall constitute an order of the Bankruptcy Court under section 365 of the
Bankruptcy Code approving the contract and lease assumptions or rejections
described above, as of the Effective Date.



                                       31
<PAGE>

         Each executory contract and unexpired lease that is assumed and relates
to the use, ability to acquire, or occupancy of real property shall include (a)
all modifications, amendments, supplements, restatements, or other agreements
made directly or indirectly by any agreement, instrument, or other document that
in any manner affect such executory contract or unexpired lease and (b) all
executory contracts or unexpired leases appurtenant to the premises, including
all easements, licenses, permits, rights, privileges, immunities, options,
rights of first refusal, powers, uses, usufructs, reciprocal easement
agreements, vaults, tunnel or bridge agreements or franchises, and any other
interests in real estate or rights in rem related to such premises, unless any
of the foregoing agreements has been rejected pursuant to an order of the
Bankruptcy Court.

B.       PAYMENTS RELATED TO ASSUMPTION OF CONTRACTS AND LEASES

         Any monetary amounts by which any executory contract and unexpired
lease to be assumed hereunder is in default shall be satisfied, under section
365(b)(1) of the Bankruptcy Code, by the applicable Debtor. If there is a
dispute regarding (i) the nature or amount of any Cure, (ii) the ability of a
Reorganized Debtor or any assignee to provide "adequate assurance of future
performance" (within the meaning of section 365 of the Bankruptcy Code) under
the contract or lease to be assumed, or (iii) any other matter pertaining to
assumption, Cure shall occur following the entry of a Final Order of the
Bankruptcy Court resolving the dispute and approving the assumption or
assumption and assignment, as the case may be.

C.       REJECTED CONTRACTS AND LEASES

         Except as otherwise provided herein or in any contract, instrument,
release, indenture or other agreement or document entered into in connection
with this Plan, none of the executory contracts and unexpired leases to which a
Debtor is a party shall be rejected hereunder; provided, however, that the
Debtors reserve the right, at any time prior to the Confirmation Date, to seek
to reject any executory contract or unexpired lease to which either Debtor is a
party.

D.       CLAIMS BASED ON REJECTION OF EXECUTORY CONTRACTS OR UNEXPIRED LEASES

         All Claims arising out of the rejection of executory contracts and
unexpired leases must be served upon the appropriate Debtor and its counsel
within 60 days after the earlier of (i) the date of entry of an order of the
Bankruptcy Court approving such rejection or (ii) the Confirmation Date. Any
Claims not filed within such times shall be forever barred from assertion
against the respective Debtor, its Estate, and its property.

E.       COMPENSATION AND BENEFIT PLANS AND TREATMENT OF RETIREMENT PLAN

         Except and to the extent previously assumed by an order of the
Bankruptcy Court, on or before the Confirmation Date, all employee compensation
and benefit plans of the Debtors, including benefit plans and programs subject
to sections 1114 and 1129(a)(13) of the Bankruptcy Code, entered into before or
after the Petition Date and not since terminated, shall be deemed to be, and
shall be treated as if they were, executory contracts that are to be assumed
hereunder. The Debtors' obligations under such plans and programs shall survive
Confirmation of this Plan, except for (i) executory contracts or employee
benefit plans specifically rejected pursuant to this Plan (to the extent such
rejection does not violate sections 1114 and 1129(a)(13) of the Bankruptcy Code)
and (ii) such executory contracts or employee benefit plans as have previously
been rejected, are the subject of a motion to reject as of the Confirmation
Date, or have been specifically waived by the beneficiaries of any employee
benefit plan or contract; provided, however, that the Debtors' obligations, if
any, to pay all "retiree benefits," as defined in section 1114(a) of the
Bankruptcy Code, shall continue unimpaired and in full force and effect.



                                       32
<PAGE>

                                   ARTICLE X.

                      ACCEPTANCE OR REJECTION OF THIS PLAN

A.       CLASSES ENTITLED TO VOTE

         Each Impaired Class of Claims that shall (or may) receive or retain
property or any interest in property hereunder is entitled to vote to accept or
reject this Plan. Notwithstanding any distribution of Warrants that holders of
Equity Interests in Class 8 may be entitled to receive hereunder, the Debtors
intend to seek entry of an order pursuant to which such holders shall be deemed
to have rejected this Plan and shall not be entitled to vote in respect of this
Plan. By operation of law, each unimpaired Class of Claims or Equity Interests
is deemed to have accepted this Plan and, therefore, is not entitled to vote.
Because holders of Claims and Equity Interests in Classes that are not entitled
to receive or retain any property hereunder are presumed to have rejected this
Plan, they are not entitled to vote.

B.       ACCEPTANCE BY IMPAIRED CLASSES

         An Impaired Class of Claims shall have accepted this Plan if the
holders of at least two-thirds in amount and more than one-half in number of the
Allowed Claims in the Class actually voting have voted to accept this Plan, in
each case not counting the vote of any holder designated under section 1126(e)
of the Bankruptcy Code.

C.       ELIMINATION OF CLASSES

         Any Class that does not contain any Allowed Claims or Equity Interests
or any Claims or Equity Interests temporarily allowed for voting purposes under
Federal Rule of Bankruptcy Procedure 3018, as of the date of the commencement of
the Confirmation Hearing, shall be deemed not included in this Plan for purposes
of (i) voting to accept or reject this Plan and (ii) determining whether such
Class has accepted or rejected this Plan under section 1129(a)(8) of the
Bankruptcy Code.

D.       NONCONSENSUAL CONFIRMATION

         The Bankruptcy Court may confirm this Plan over the dissent of any
Impaired Class if all of the requirements for consensual confirmation under
subsection 1129(a), other than subsection 1129(a)(8), of the Bankruptcy Code and
for nonconsensual confirmation under of subsection 1129(b) of the Bankruptcy
Code have been satisfied.

         To obtain confirmation notwithstanding the nonacceptance of a Class,
the Debtors must demonstrate to the Court that this Plan "does not discriminate
unfairly" and is "fair and equitable" with respect to any dissenting Impaired
Classes. A plan does not discriminate unfairly if the legal rights of a
dissenting Class are treated in a manner consistent with the treatment of other
classes whose legal rights are substantially similar to those of the dissenting
class and if no class receives more than it is entitled to for its Claims or
Equity Interests. If required, the Debtors shall show at the Confirmation
Hearing that this Plan does not discriminate unfairly.

         To the extent necessary, the Debtors shall request confirmation of this
Plan, as this Plan may be modified from time to time, under section 1129(b) of
the Bankruptcy Code.



                                       33
<PAGE>

                                  ARTICLE XI.

                       CONDITIONS PRECEDENT TO THIS PLAN'S
                          CONFIRMATION AND CONSUMMATION

A.       CONDITIONS TO CONFIRMATION

         The Confirmation hereof is subject to the satisfaction or due waiver of
the following conditions precedent:

         1. The proposed Confirmation Order shall be in form and substance
reasonably acceptable to the Debtors and the Senior Lenders, the Noteholders'
Committee, and Hicks Muse.

         2. The Exit Facility commitment and the Commitment Agreements shall be
in full force and effect and shall not have expired or otherwise terminated.

B.       CONDITIONS TO EFFECTIVE DATE

         The following are conditions precedent to the occurrence of the
Effective Date, each of which must be satisfied or waived in accordance with
Article XI.C below:

         1. The Confirmation Order shall have been entered by the Bankruptcy
Court and that order must provide, among other things, that:

                  a. the Debtors and Reorganized Debtors are authorized and
         directed to take all actions necessary or appropriate to enter into,
         implement, and consummate the contracts, instruments, releases, leases,
         indentures, and other agreements or documents created in connection
         with this Plan;

                  b. the provisions of the Confirmation Order are non-severable
         and mutually dependent;

                  c. all executory contracts or unexpired leases assumed or
         assumed and assigned by the Debtors during the Chapter 11 Cases or
         hereunder shall remain in full force and effect for the benefit of the
         Reorganized Debtors or their assignees notwithstanding any provision in
         such contract or lease (including those described in sections 365(b)(2)
         and (f) of the Bankruptcy Code) that prohibits such assignment or
         transfer or that enables, permits, or requires termination of such
         contract or lease;

                  d. the transfers of property by the Debtors (i) to the
         Reorganized Debtors (A) are or shall be legal, valid, and effective
         transfers of property, (B) vest or shall vest the Reorganized Debtors
         with good title to such property free and clear of all liens, charges,
         Claims, encumbrances, or Equity Interests, except as expressly provided
         herein or Confirmation Order, (C) do not and shall not constitute
         avoidable transfers under the Bankruptcy Code or under applicable
         bankruptcy or nonbankruptcy law, and (D) do not and shall not subject
         the Reorganized Debtors to any liability by reason of such transfer
         under the Bankruptcy Code or under applicable nonbankruptcy law,
         including any laws affecting successor, transferee or stamp or
         recording tax liability and (ii) to holders of Claims or Equity
         Interests hereunder are for good consideration and value;



                                       34
<PAGE>

                  e. except as expressly provided herein (or in any order of the
         Bankruptcy Court), upon the effectiveness of all transactions incident
         to and part hereof, the Debtors are discharged effective upon the
         Confirmation Date from any "debt" (as that term is defined in section
         101(12) of the Bankruptcy Code), and the Debtors' liability in respect
         thereof is extinguished completely, whether reduced to judgment or not,
         liquidated or unliquidated, contingent or noncontingent, asserted or
         unasserted, fixed or unfixed, matured or unmatured, disputed or
         undisputed, legal or equitable, or known or unknown, or that arose from
         any agreement of the Debtors that has either been assumed or rejected
         in the Chapter 11 Cases or pursuant hereto, or obligation of the
         Debtors incurred before the Confirmation Date, or from any conduct of
         the Debtors prior to the Confirmation Date, or that otherwise arose
         before the Confirmation Date, including all interest, if any, on any
         such debts, whether such interest accrued before or after the Petition
         Date;

                  f. all Existing Group Preferred Stock, Existing Group Common
         Stock, and Existing Other Equity Interests in Group shall be cancelled
         effective upon the Effective Date;

                  g. the New Securities issued hereunder are exempt from
         registration under the Securities Act pursuant to section 1145 of the
         Bankruptcy Code, except to the extent that any holders of New
         Securities are "underwriters," as that term is defined in section 1145
         of the Bankruptcy Code; and

                  h. the Debtors and the members of the Creditor Group have
         acted in good faith with respect to the formulation, the Solicitation,
         and Confirmation of the Plan, pursuant to section 1125(e) of the
         Bankruptcy Code.

         2. All authorizations, consents, and regulatory approvals required, if
any, in connection with the consummation of this Plan shall have been obtained.

         3. The New Senior Credit Agreement shall have been executed by all
necessary parties thereto and prior to, or simultaneously with, the
effectiveness of this Plan, all conditions precedent thereto shall have been
satisfied or waived such that it shall have become effective.

         4. The Debtors shall have executed and delivered all documents
necessary to effectuate the issuance of the New Securities.

         5. All other actions, documents, and agreements necessary to implement
this Plan shall have been effected or executed, including the consummation of
the Commitment Agreements.

         6. No stay of the Confirmation Order and/or consummation of this Plan
is in effect.

         7. The aggregate amount of Allowed Claims and Disputed Claims in Class
6B -- Viasystems General Unsecured Claims shall not exceed $7.5 million.

         8. The Lockup Agreement shall not have been terminated.

         9. All definitive documentation relating to the Plan and the
transactions contemplated thereby shall be consistent in all material respects
with the Lockup Agreement and the definitive documentation relating to the
classes of Preferred Stock, the New Warrants, the Stockholders Agreement, the
New Subordinated Notes, the Incentive Option Plan, the New Senior Credit
Agreement, the DIP Facility, the Reorganized Group Certificate of Incorporation
and all other documents material to the consummation of the transactions
contemplated under the Plan shall be in form and substance reasonably acceptable
to each of the Senior Lenders, the Noteholders' Committee, and Hicks Muse.



                                       35
<PAGE>

C.       WAIVER OF CONDITIONS

         Each of the conditions set forth in Article XI.B above, other than as
set forth in Article XI.B. 3, 5, and 6, may be waived in whole or in part by the
Debtors, with the consent of the Senior Lenders, the Noteholders' Committee, and
Hicks Muse (which consent shall not be unreasonably withheld), without any
notice to other parties in interest or the Bankruptcy Court and without a
hearing. The conditions set forth in Article XI.A above may not be waived
without the consent of the Senior Lenders, the Noteholders' Committee and Hicks
Muse (which consents shall not be unreasonably withheld). The failure to satisfy
or waive any condition to confirmation or the Effective Date may be asserted by
the Debtors regardless of the circumstances giving rise to the failure of such
condition to be satisfied (including any action or inaction by the Debtors). The
failure of the Debtors to exercise any of the foregoing rights shall not be
deemed a waiver of any other rights, and each such right shall be deemed an
ongoing right that may be asserted at any time.

                                  ARTICLE XII.

                    MODIFICATIONS AND AMENDMENTS; WITHDRAWAL

         The Debtors may alter, amend, or modify this Plan or any exhibits
thereto under section 1127(a) of the Bankruptcy Code at any time prior to the
Confirmation Date, with the consent of the Senior Lenders, the Noteholders'
Committee, and Hicks Muse (which consent shall not be unreasonably withheld).
The Debtors reserve the right to include any amended exhibits in the Plan
Supplement, whereupon each such amended exhibit shall be deemed substituted for
the original of such exhibit. After the Confirmation Date the Debtors or
Reorganized Debtors may, under section 1127(b) of the Bankruptcy Code, institute
proceedings in the Bankruptcy Court to remedy any defect or omission or
reconcile any inconsistencies herein, the Disclosure Statement, and the
Confirmation Order, and to accomplish such matters as may be necessary to carry
out the purposes and extent hereof so long as such proceedings do not materially
and adversely affect the treatment of holders of Claims or Equity Interests
hereunder.

                                 ARTICLE XIII.

                            RETENTION OF JURISDICTION

         Under sections 105(a) and 1142 of the Bankruptcy Code, and
notwithstanding this Plan's Confirmation and the occurrence of the Effective
Date, the Bankruptcy Court shall retain exclusive jurisdiction (except with
respect to the purposes described under clauses (A) and (N) below, with respect
to which jurisdiction shall not be exclusive) over all matters arising out of or
related to the Chapter 11 Cases and this Plan, to the fullest extent permitted
by law, including jurisdiction to:

         A. determine any and all objections to the allowance of Claims or
Equity Interests;

         B. determine any and all motions to estimate Claims at any time,
regardless of whether the Claim to be estimated is the subject of a pending
objection, a pending appeal, or otherwise;

         C. determine any and all motions to subordinate Claims or Equity
Interests at any time and on any basis permitted by applicable law;

         D. hear and determine all Professional Fee Claims and other
Administrative Claims;

         E. hear and determine all matters with respect to the assumption or
rejection of any executory contract or unexpired lease to which a Debtor is a
party or with respect to which a Debtor may



                                       36
<PAGE>

be liable, including, if necessary, the nature or amount of any required Cure or
the liquidation of any Claims arising therefrom;

         F. hear and determine any and all adversary proceedings, motions,
applications, and contested or litigated matters arising out of, under, or
related to, the Chapter 11 Cases;

         G. enter such orders as may be necessary or appropriate in aid of the
consummation hereof and to execute, implement, or consummate the provisions
hereof and all contracts, instruments, releases, and other agreements or
documents created in connection with this Plan, the Disclosure Statement or the
Confirmation Order;

         H. hear and determine disputes arising in connection with the
interpretation, implementation, consummation, or enforcement hereof and all
contracts, instruments, and other agreements executed in connection with this
Plan;

         I. hear and determine any request to modify this Plan or to cure any
defect or omission or reconcile any inconsistency herein or any order of the
Bankruptcy Court;

         J. issue and enforce injunctions or other orders, or take any other
action that may be necessary or appropriate to restrain any interference with or
compel action for the implementation, consummation, or enforcement hereof or the
Confirmation Order;

         K. enter and implement such orders as may be necessary or appropriate
if the Confirmation Order is for any reason reversed, stayed, revoked, modified,
or vacated;

         L. hear and determine any matters arising in connection with or
relating hereto, the Confirmation Order or any contract, instrument, release, or
other agreement or document created in connection with this Plan, the Disclosure
Statement or the Confirmation Order;

         M. enforce all orders, judgments, injunctions, releases, exculpations,
indemnifications and rulings entered in connection with the Chapter 11 Cases;

         N. recover all assets of the Debtors and property of the Debtors'
Estates, wherever located;

         O. hear and determine matters concerning state, local, and federal
taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

         P. hear and determine all disputes involving the existence, nature, or
scope of the Debtors' discharge;

         Q. hear and determine such other matters as may be provided in the
Confirmation Order or as may be authorized under, or not inconsistent with,
provisions of the Bankruptcy Code; and

         R. enter a final decree closing the Chapter 11 Cases.

                                  ARTICLE XIV.

                           COMPROMISES AND SETTLEMENTS

         Pursuant to Federal Rule of Bankruptcy Procedure 9019(a), the Debtors
may compromise and settle various Claims against them and/or claims they may
have against other Persons. Each of the



                                       37
<PAGE>

Debtors expressly reserves the right (with Bankruptcy Court approval, following
appropriate notice and opportunity for a hearing) to compromise and settle
Claims against it and claims that it may have against other Persons up to and
including the Effective Date. After the Effective Date, such right shall
transfer to the Reorganized Debtors pursuant hereto and Bankruptcy Court
approval of such action shall not be required.

                                  ARTICLE XV.

                            MISCELLANEOUS PROVISIONS

A.       BAR DATES FOR CERTAIN CLAIMS

         1.       ADMINISTRATIVE CLAIMS

         The Confirmation Order shall establish an Administrative Claims Bar
Date for the filing of all Administrative Claims (other than Professional Fee
Claims or Claims for the expenses of the members of any Committee (if
appointed)), which date shall be 60 days after the Confirmation Date. Holders of
asserted Administrative Claims, other than Professional Fee Claims or Claims for
United States Trustee fees or the expenses of the members of any Committee (if
appointed), not paid and not arising out of transactions in the ordinary course
of business prior to the Confirmation Date must submit proofs of Administrative
Claim on or before such Administrative Claims Bar Date or forever be barred from
doing so. The notice of Confirmation to be delivered pursuant to Bankruptcy
Rules 3020(c) and 2002(f) shall set forth such date and constitute notice of
this Administrative Claims Bar Date. The Debtors or the Reorganized Debtors, as
the case may be, shall have 60 days (or such longer period as may be allowed by
order of the Bankruptcy Court) following the Administrative Claims Bar Date to
review and object to such Administrative Claims before a hearing for
determination of allowance of such Administrative Claim.

         2.       PROFESSIONAL FEE CLAIMS

         All final requests for compensation or reimbursement of Professional
Fee Claims pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the
Bankruptcy Code for services rendered to the Debtors or any Committee (if
appointed) prior to the Effective Date must be filed and served on the
Reorganized Debtors and their counsel no later than 60 days after the Effective
Date, unless otherwise ordered by the Bankruptcy Court. Objections to
applications of such Professionals or other entities for compensation or
reimbursement of expenses must be filed and served on the Reorganized Debtors
and their counsel and the requesting Professional or other entity no later than
60 days (or such longer period as may be allowed by order of the Bankruptcy
Court) after the date on which the applicable application for compensation or
reimbursement was served. Notwithstanding the foregoing, the reasonable fees and
expenses incurred on or after the Petition Date by Stroock & Stroock & Lavan
LLP, as counsel to the Noteholders' Committee, Jefferies & Company, Inc., as
financial advisors to the Noteholders' Committee, and Vinson & Elkins L.L.P., as
counsel to Hicks Muse, and any other professionals retained by the Noteholders'
Committee or Hicks Muse respectively, including local counsel, pursuant to their
respective agreements entered into prior to, on, or subsequent to the Petition
Date, shall be paid by the Debtors or the Reorganized Debtors as Administrative
Claims in the ordinary course of the Debtors' businesses, without application by
or on behalf of any such parties to the Bankruptcy Court, and without notice and
a hearing, unless specifically required by the Bankruptcy Court. If the Debtors
or the Reorganized Debtors and any such professional cannot agree on the amount
of fees and expenses to be paid to such party, the amount of fees and expenses
shall be determined by the Bankruptcy Court.



                                       38
<PAGE>

B.       PAYMENT OF STATUTORY FEES

         All fees payable under section 1930 of title 28 of the United States
Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall
be paid on or before the Effective Date. All such fees that arise after the
Effective Date but before the closing of the Chapter 11 Cases shall be paid by
the Reorganized Debtors.

C.       SEVERABILITY OF PLAN PROVISIONS

         If, prior to Confirmation, any term or provision hereof is held by the
Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, at
the request of the Debtors, shall have the power to alter and interpret such
term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held
to be invalid, void, or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration, or interpretation, the remainder of the terms and provisions hereof
shall remain in full force and effect and shall in no way be affected, impaired,
or invalidated by such holding, alteration, or interpretation. The Confirmation
Order shall constitute a judicial determination and shall provide that each term
and provision hereof, as it may have been altered or interpreted in accordance
with the foregoing, is valid and enforceable pursuant to its terms.

D.       SUCCESSORS AND ASSIGNS

         The rights, benefits and obligations of all Persons named or referred
to herein shall be binding on, and shall inure to the benefit of, their
respective heirs, executors, administrators, personal representatives,
successors or assigns.

E.       DISCHARGE OF THE DEBTORS AND INJUNCTION

         All consideration distributed hereunder shall be in exchange for, and
in complete satisfaction, settlement, discharge, and release of, all Claims
against and Equity Interests in the Debtors of any nature whatsoever or against
any of the Debtor's assets or properties. Except as otherwise expressly provided
herein, entry of the Confirmation Order (subject to the occurrence of the
Effective Date) shall act as a discharge of all Claims against and debt of,
liens on, and Equity Interests in each of the Debtors, the Debtors' assets, and
their properties, arising at any time before the entry of the Confirmation
Order, regardless of whether a proof of Claim or proof of Equity Interest
therefor was filed, whether the Claim or Equity Interest is Allowed, or whether
the holder thereof votes to accept this Plan or is entitled to receive a
distribution thereunder, subject to the occurrence of the Effective Date. Upon
entry of the Confirmation Order, and subject to the occurrence of the Effective
Date, any holder of such discharged Claim or Equity Interest shall be precluded
from asserting against the Debtors or any of their assets or properties any
other or further Claim or Equity Interest based upon any document, instrument,
act, omission, transaction, or other activity of any kind or nature that
occurred before the date of entry of the Confirmation Order except as otherwise
expressly provided in this Plan. The Confirmation Order shall be a judicial
determination of discharge of all liabilities of the Debtors, subject to the
occurrence of the Effective Date.

         In accordance with section 524 of the Bankruptcy Code, the discharge
provided by this section and section 1141 of the Bankruptcy Code shall act as an
injunction against the commencement or continuation of any action, employment of
process, or act to collect, offset, or recover the Claims and Equity Interest
discharged hereby. Except as otherwise expressly provided in this Plan or the
Confirmation Order, all Persons who have held, hold, or may hold Claims against,
or Equity Interests in, the Debtors shall be permanently enjoined, on and after
the Effective Date, from (i) commencing or continuing in any manner any action
or other proceeding of any kind with respect to any such Claim or



                                       39
<PAGE>

Equity Interest, (ii) the enforcement, attachment, collection, or recovery by
any manner or means of any judgment, award, decree, or order against the Debtors
on account of any such Claim or Equity Interest, (iii) creating, perfecting, or
enforcing any encumbrance of any kind against the Debtors or against the
property or interests in property of the Debtors on account of any such Claim or
Equity Interest, and (iv) asserting any right of setoff, subrogation, or
recoupment of any kind against any obligation due from the Debtors or against
the property or interests in property of the Debtors on account of any such
Claim or Equity Interest. The foregoing injunction shall extend to successors of
the Debtors (including, without limitation, the Reorganized Debtors) and their
respective properties and interests in property.

F.       DEBTORS' RELEASES

         On the Effective Date, effective as of the Confirmation Date, the
Debtors shall release and be permanently enjoined from any prosecution or
attempted prosecution of any and all causes of action which they have or may
have against any present or former director, officer, or employee of the
Debtors; provided, however, that the foregoing shall not operate as a waiver of
or release from any causes of action arising out of (i) any express contractual
obligation owing by any such director, officer, or employee of the Debtors or
(ii) the willful misconduct or gross negligence of such director, officer, or
employee in connection with, related to, or arising out of the Chapter 11 Cases,
the pursuit of Confirmation hereof, the consummation hereof, the administration
hereof, or the property to be distributed hereunder.

         On the Effective Date, effective as of the Confirmation Date, the
Debtors shall release and be permanently enjoined from any prosecution or
attempted prosecution of any and all claims and causes of action, including any
claims or causes of action under Chapter 5 of the Bankruptcy Code, which they
have or may have against any member of the Creditor Group and its respective
members, officers, directors, agents, financial advisors, attorneys, employees,
equity holders, partners, affiliates and representatives and their respective
property in connection with (i) actions taken as or in its capacity of being a
member of the Creditor Group and (ii) the Chapter 11 Cases.

G.       OTHER RELEASES

         On the Effective Date, effective as of the Confirmation Date, and
except as otherwise provided herein or in the Confirmation Order, the Debtors,
the Reorganized Debtors, each member of the Creditor Group, and the indenture
trustee, and each of their respective members, officers, directors, agents,
financial advisors, attorneys, employees, equity holders, partners, affiliates
and representatives and their respective property shall be released from any and
all claims, obligations, rights, causes of action, and liabilities which the
Debtors, Reorganized Debtors, or any holder of a Claim against or Equity
Interest in any Debtor may be entitled to assert, whether for tort, fraud,
contract, violations of federal or state securities laws, or otherwise, whether
known or unknown, foreseen or unforeseen, existing or hereafter arising, based
in whole or in part upon any act or omission, transaction, or other occurrence
taking place on or before the Confirmation Date, in any way relating to the
Chapter 11 Cases or this Plan, or otherwise; provided, however, that nothing
shall release any Person from any claims, obligations, rights, causes of action,
or liabilities based upon any act or omission in connection with, relating to,
or arising out of, the Chapter 11 Cases, the solicitation of acceptances hereof,
the pursuit of Confirmation hereof, the consummation hereof, the administration
hereof, or the property to be distributed hereunder arising out of such Person's
gross negligence or willful misconduct.

H.       EXCULPATION AND LIMITATION OF LIABILITY

         The Reorganized Debtors, the members of the Creditor Group, and any and
all of their respective present or former members, officers, directors,
employees, equity holders, partners, affiliates, advisors, attorneys, or agents,
or any of their successors or assigns, shall not have or incur any liability to
any




                                       40
<PAGE>

holder of a Claim or an Equity Interest, or any other party-in-interest, or
any of their respective agents, employees, equity holders, partners, members,
representatives, financial advisors, attorneys, or affiliates, or any of their
successors or assigns, for any act or omission in connection with, relating to,
or arising out of the administration of the Chapter 11 Cases, the solicitation
of acceptances hereof, the pursuit of Confirmation hereof, the consummation
hereof, or the administration hereof or the property to be distributed
hereunder, except for their willful misconduct or gross negligence, and in all
respects shall be entitled to reasonably rely upon the advice of counsel with
respect to their duties and responsibilities hereunder.

         Notwithstanding any other provision hereof, no holder of a Claim or
Equity Interest, no other party-in-interest, none of their respective agents,
employees, equity holders, partners, members, representatives, financial
advisors, attorneys, or affiliates, and no successors or assigns of the
foregoing, shall have any right of action against the Reorganized Debtors, the
Estates, any Committee, the members of the Creditor Group, any holder of
Eligible Claims, or any of their respective present or former members, officers,
directors, employees, equity holders, partners, or affiliates, or any of their
successors or assigns, for any act or omission in connection with, relating to,
or arising out of, the administration of the Chapter 11 Cases, the solicitation
of acceptances hereof, the pursuit of Confirmation hereof, the consummation
hereof, or the administration hereof or the property to be distributed
hereunder, except for their willful misconduct or gross negligence.

I.       WAIVER OF ENFORCEMENT OF SUBORDINATION

         All Claims against and Equity Interests in the Debtors and all rights
and claims between or among holders of Claims and Equity Interests relating in
any manner whatsoever to Claims against and Equity Interests in the Debtors,
based upon any claimed subordination rights (if any), shall be deemed satisfied
by the distributions hereunder to holders of Claims and Equity Interests having
such subordination rights, and such subordination rights shall be deemed waived,
released, discharged, and terminated as of the Effective Date. Distributions to
the various Classes of Claims and Equity Interests hereunder shall not be
subject to levy, garnishment, attachment, or like legal process by any holder of
a Claim by reason of any claimed subordination rights or otherwise, so that each
holder of a Claim or Equity Interest shall have, receive and retain the benefit
of the distributions in the manner set forth herein.

J.       TERM OF INJUNCTIONS OR STAYS

         Unless otherwise provided herein or in the Confirmation Order, all
injunctions or stays in effect in the Chapter 11 Cases under sections 105 or 362
of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the
Confirmation Date (excluding any injunctions or stays contained herein or the
Confirmation Order), shall remain in full force and effect until the Effective
Date. All injunctions or stays contained herein or the Confirmation Order shall
remain in full force and effect in accordance with their terms.

K.       BINDING EFFECT

         This Plan shall be binding upon and inure to the benefit of the
Debtors, all present and former holders of Claims against and Equity Interests
in the Debtors, their respective successors and assigns, including the
Reorganized Debtors, and all other parties-in-interest in the Chapter 11 Cases.

L.       REVOCATION, WITHDRAWAL, OR NON-CONSUMMATION

         The Debtors reserve the right to revoke or withdraw this Plan at any
time prior to the Confirmation Date and to file other plans of reorganization.
If the Debtors revoke or withdraw this Plan,




                                       41
<PAGE>

or if Confirmation or consummation hereof does not occur, then (i) this Plan
shall be null and void in all respects, (ii) any settlement or compromise
embodied herein (including the fixing or limiting to an amount any Claim or
Class of Claims), assumption or rejection of executory contracts or leases
effected by this Plan, and any document or agreement executed pursuant to this
Plan shall be deemed null and void, and (iii) nothing contained herein, and no
acts taken in preparation for consummation hereof, shall (a) constitute or be
deemed to constitute a waiver or release of any Claims by or against, or any
Equity Interests in, the Debtors or any other Person, (b) prejudice in any
manner the rights of the Debtors or any Person in any further proceedings
involving the Debtors, or (c) constitute an admission of any sort by the Debtors
or any other Person.

M.       COMMITTEES

         On the Effective Date, the duties of any Committee shall terminate.

N.       PLAN SUPPLEMENT

         Any and all exhibits, lists, or schedules referred to herein but not
filed with this Plan shall be contained in the Plan Supplement and filed with
the Clerk of the Bankruptcy Court at least five Business Days prior to the date
of the commencement of the Confirmation Hearing. Thereafter, any Person may
examine the Plan Supplement in the office of the Clerk of the Bankruptcy Court
during normal court hours. Holders of Claims against or Equity Interests in the
Debtors may obtain a copy of the Plan Supplement upon written request to the
Debtors in accordance with Article XV.O.

O.       NOTICES TO DEBTORS

         Any notice, request, or demand required or permitted to be made or
provided to or upon a Debtor or a Reorganized Debtor hereunder shall be (i) in
writing, (ii) served by (a) certified mail, return receipt requested, (b) hand
delivery, (c) overnight delivery service, (d) first class mail, or (e) facsimile
transmission, and (iii) deemed to have been duly given or made when actually
delivered or, in the case of notice by facsimile transmission, when received and
telephonically confirmed, addressed as follows:

                  VIASYSTEMS GROUP, INC.
                  VIASYSTEMS, INC.
                  101 South Hanley Road
                  St. Louis, Missouri 63105
                  Attn: David J. Webster
                  Telephone: (314) 746-2280
                  Facsimile: (314) 746-2299

         with a copy to:

                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Attn: Alan B. Miller
                  Telephone: (212) 310-8000
                  Facsimile: (212) 310-8007



                                       42
<PAGE>

P.       INDEMNIFICATION OBLIGATIONS

         Except as otherwise specifically set forth herein, any obligations or
rights of the Debtors or Reorganized Debtors to defend, indemnify, reimburse, or
limit the liability of the Debtors' present and former directors, officers or
employees (the "Covered Persons") pursuant to the Debtors' or Reorganized
Debtors' certificates of incorporation, bylaws, policy of providing employee
indemnification, applicable state law, or specific agreement in respect of any
claims, demands, suits, causes of action, or proceedings against such Covered
Persons based upon any act or omission related to such Covered Persons' service
with, for, or on behalf of the Debtors prior to the Effective Date shall be
deemed executory contracts assumed hereunder and shall, in any event, survive
Confirmation hereof and remain unaffected thereby, and shall not be discharged,
irrespective of whether such defense, indemnification, reimbursement, or
limitation of liability accrued or is owed in connection with an occurrence
before or after the Petition Date.

Q.       GOVERNING LAW

         Unless a rule of law or procedure is supplied by federal law (including
the Bankruptcy Code and Bankruptcy Rules), the laws of (i) the State of New York
shall govern the construction and implementation hereof and any agreements,
documents, and instruments executed in connection with this Plan and (ii) the
laws of the state of incorporation of each Debtor shall govern corporate
governance matters with respect to such Debtor, in either case without giving
effect to the principles of conflicts of law thereof.

R.       PREPAYMENT

         Except as otherwise provided herein or the Confirmation Order, the
Debtors shall have the right to prepay, without penalty, all or any portion of
an Allowed Claim at any time; provided, however, that any such prepayment shall
not be violative of, or otherwise prejudice, the relative priorities and
parities among the Classes of Claims.

S.       SECTION 1125(e) OF THE BANKRUPTCY CODE

         As of the Confirmation Date, the Debtors and the members of the
Creditor Group shall be deemed to have solicited acceptances hereof in good
faith and in compliance with the applicable provisions of the Bankruptcy Code.
As of the Confirmation Date, the Debtors, the members of the Creditor Group, and
each of their respective affiliates, agents, directors, officers, employees,
investment bankers, financial advisors, attorneys, and other professionals shall
be deemed to have participated in good faith and in compliance with the
applicable provisions of the Bankruptcy Code in the offer and issuance of the
New Securities hereunder, and therefore are not, and on account of such offer,
issuance and solicitation shall not be, liable at any time for the violation of
any applicable law, rule or regulation governing the solicitation of acceptances
or rejections hereof or the offer and issuance of New Securities hereunder.



                                       43
<PAGE>

Dated: New York, New York
August 30, 2002

                                   VIASYSTEMS GROUP, INC.
                                   VIASYSTEMS, INC.





                                   By:      /s/ DAVID M. SINDELAR
                                      -----------------------------------------
                                        David M. Sindelar,
                                        Chief Executive Officer


                                   WEIL, GOTSHAL & MANGES LLP
                                   Attorneys for Viasystems Group, Inc.
                                   and Viasystems, Inc.





                                   By:      /s/ ALAN B. MILLER
                                      -----------------------------------------
                                        Alan B. Miller (AM 2817)
                                        767 Fifth Avenue
                                        New York, New York 10153
                                        (212) 310-8000


                                        - and -


                                        Stephen A. Youngman
                                        100 Crescent Court, Suite 1300
                                        Dallas, Texas 75201
                                        (214) 746-7700


                                        Members of the Firm


<PAGE>
                                                                       EXHIBIT A


                      TERMS OF NEW SENIOR CREDIT AGREEMENT

A.       TERM LOAN FACILITIES

         1.       STRUCTURE

         The New Senior Credit Facility will provide for an aggregate term loan
facility in the amount of $448.3 million (not including $11.5 million of undrawn
letters of credit issued prior to the Petition Date under the Existing Credit
Agreement) comprising (i) the Term Loan A Facility and (ii) the Term Loan B
Facility and is subject to adjustment as described below. The Term Loan A
Facility is for an amount between $69.5 million and $85.4 million. The final
size of the Term Loan A Facility will be 1.50 times the commitments under the
Exit Facility which are made by lenders under the Existing Credit Agreement to
the extent that such lenders' Existing Credit Agreement Claims are not converted
into equity of Reorganized Group upon confirmation of the Plan. Only those
lenders having Existing Credit Agreement Claims that are not converted into
equity of Reorganized Group upon confirmation of the Plan and having commitments
under the Exit Facility are eligible to participate in the Term Loan A Facility.
The Term Loan B Facility will be for an amount between $362.9 million and $378.8
million. The final size of the Term Loan B Facility will be equal to the amount
of outstanding loans under the Existing Credit Agreement which are not converted
into equity of Reorganized Group upon confirmation of the Plan minus the amount
of the Term Loan A Facility. The size of the New Senior Credit Agreement (and
the relative sizes of the Term Loan A Facility and the Term Loan B Facility) is
subject to adjustment based on any additional commitments under the Exit
Facility that may be received by Group and Viasystems. The Term Loan A Facility
and the Term Loan B Facility, and the liens and guarantees in respect thereof,
will be junior to the Exit Facility, and the liens and guarantees in respect
thereof.

         At the time of the Credit Facility Restructuring, the Borrowers may
retain up to $11.5 million of then-outstanding letters of credit issued prior to
the Petition Date under the Existing Credit Agreement. Such letters of credit
shall be deemed to be issued and outstanding under the New Senior Credit
Agreement, and shall not reduce availability under the Exit Facility. The New
Senior Credit Agreement also will permit Viasystems to have issued new letters
of credit under the Exit Facility. If there is a drawing under any letter of
credit issued prior to the Petition Date under the Existing Credit Agreement,
Senior Lenders that had reimbursement obligations in respect of such letter of
credit under the Existing Credit Agreement must reimburse the issuing bank for
their pro rata share of such drawing and treat such reimbursement as an
additional loan to the Borrowers. The amount of such reimbursement will be added
to the amount of the Term Loan B Facility and allocated to the reimbursing
Senior Lenders. The amount of such reimbursement shall be repaid on September
30, 2008.

         2.       INTEREST RATES AND FEES

         The Borrowers may choose to pay interest on advances under the New
Senior Credit Agreement at either the Eurodollar Rate or the Base Rate plus the
following applicable margin: (i) for Base Rate Term Loan A Facility advances,
2.50% per annum; (ii) for Base Rate Term Loan B Facility advances, 3.00% per
annum; (iii) for Eurodollar Rate Term Loan A Facility advances, 3.50% per annum;
and (iv) for Eurodollar Rate Term Loan B Facility advances, 4.00% per annum.

         The default rate is 2.00% above the rate otherwise applicable. In
addition, any interest, fees and other amounts that are overdue under the New
Senior Credit Agreement bear interest at 4.50% above the





                                      A-1
<PAGE>

Base Rate for Term Loan A Facility advances and 5.00% above the Base Rate for
Term Loan B Facility advances.

         The Borrowers must pay each Senior Lender who consents to the
provisions of the Plan a restructuring fee equal to 1.00% of the principal
amount of such Senior Lender's outstanding loans and participations in letters
of credit and swing line loans under the Existing Credit Agreement immediately
prior to the Effective Date. However, any fees paid to such Senior Lender in
connection with the Fourth Amendment to the Existing Credit Agreement reduce the
applicable restructuring fee dollar-for-dollar. In addition, the Borrowers must
pay a fronting fee equal to 1/8 of 1% per year on the face amount of all letters
of credit, and an annual administration fee of $200,000 until the repayment in
full of the New Senior Credit Facility.

         3.       SECURITY AND GUARANTEES

         Reorganized Group and all of its Subsidiaries formed under the laws of
any state in the United States will jointly and severally guarantee the
Borrowers' obligations under the New Senior Credit Agreement. The collateral for
the New Senior Credit Agreement will be the same collateral as under the
Existing Credit Agreement: all or substantially all of the assets of Reorganized
Group, Reorganized Viasystems and each guarantor. Subject to legal restrictions
and practical considerations, the Borrowers also will cause to be pledged assets
in certain foreign countries, including, to the extent legally feasible and
practicable, the Peoples' Republic of China, as collateral. The Term Loan A
Facility and the Term Loan B Facility, and the liens and guarantees in respect
thereof, will be junior to the Exit Facility, and the liens and guarantees in
respect thereof.

         4.       CONDITIONS TO CREDIT FACILITY RESTRUCTURING

         The Credit Facility Restructuring will be conditioned upon satisfaction
of customary conditions for facilities of this type, including the following
conditions precedent on or prior to the Effective Date:

         o        payment by Reorganized Viasystems of the restructuring fee
                  described above;

         o        indebtedness under the Existing Credit Agreement shall have
                  been reduced by at least $50.0 million in aggregate principal
                  amount by (i) the conversion of indebtedness under the
                  Existing Credit Agreement held by Hicks Muse, other holders of
                  Subordinated Notes and TCW into New Senior Convertible
                  Preferred Stock, and (ii) receipt by Reorganized Viasystems of
                  cash in connection with the Rights Offering which is applied
                  to reduce Existing Bank Debt;

         o        conversion of the Senior Notes and Subordinated Notes into New
                  Stock;

         o        delivery by the Borrowers of evidence satisfactory to the
                  lenders showing that no cash payment has been made on account
                  of any junior securities of Group and its Subsidiaries or on
                  account of the DTI Guaranty; and

         o        Reorganized Group and its Subsidiaries shall not have any
                  outstanding class of securities that provides for any payment
                  in cash prior to the payment in full of the New Senior Credit
                  Facility.



                                      A-2
<PAGE>

         5.       COVENANTS

         The New Senior Credit Agreement will require Reorganized Viasystems to
observe certain conditions, affirmative covenants and negative covenants
(including financial covenants) which are similar in type to those found in the
Existing Credit Agreement, but will be made more restrictive in various
respects, including the following financial covenants which remain subject to
negotiation: (i) minimum EBITDA, (ii) minimum interest coverage, (iii) maximum
total leverage, (iv) maximum capital expenditures and (v) minimum asset
coverage.

         6.       MATURITY AND AMORTIZATION

         The Term Loan A Facility will be repayable in consecutive quarterly
installments, commencing on March 31, 2003 and ending on or between March 31,
2005, if the Exit Facility is $51.3 million, and September 30, 2006, if the Exit
Facility is $61.85 million. The ending date for installment payments on the Term
Loan A Facility will depend on the aggregate amount of the Exit Facility.

         The Term Loan B Facility will be repayable in consecutive quarterly
installments, commencing on March 31, 2003 and ending on September 30, 2008.

<Table>
<Caption>
                                 TOTAL AMORTIZATION OF
                                TERM LOAN A FACILITY AND
    PERIOD                        TERM LOAN B FACILITY
    ------                      -------------------------
<S>                             <C>
March 31, 2003 .............         $  7,500,000
June 30, 2003 ..............         $    500,000
September 30, 2003 .........         $  7,500,000
December 31, 2003 ..........         $    500,000
March 31, 2004 .............         $ 10,000,000
June 30, 2004 ..............         $    500,000
September 30, 2004 .........         $ 10,000,000
December 31, 2004 ..........         $    500,000
March 31, 2005 .............         $ 15,000,000
June 30, 2005 ..............         $    500,000
September 30, 2005 .........         $ 15,000,000
December 31, 2005 ..........         $    500,000
March 31, 2006 .............         $ 15,250,000
June 30, 2006 ..............         $    250,000
September 30, 2006 .........         $ 15,250,000
December 31, 2006 ..........         $    250,000
March 31, 2007 .............         $ 15,250,000
June 30, 2007 ..............         $    250,000
September 30, 2007 .........         $ 15,250,000
December 31, 2007 ..........         $    250,000
March 31, 2008 .............         $ 17,750,000
June 30, 2008 ..............         $    250,000
September 30, 2008 .........         $300,300,000
</Table>

         The amount of the amortization payments in respect of the Term Loan B
Facility shall be $250,000 in each fiscal quarter until the Term Loan A Facility
has been paid in full. The amount of the amortization payments in respect of the
Term Loan A Facility shall be the amount set forth in the foregoing total
amortization schedule for such quarter minus $250,000. In the quarter in which
the Term



                                      A-3
<PAGE>

Loan A Facility is paid in full, the Term Loan B Facility amortization shall be
$250,000 plus the amount by which the amount that would otherwise be allocated
to the Term Loan A Facility exceeds the outstanding amount of such Term Loan A
Facility at such time.

         In the event that amortization payments are made with respect to the
Existing Credit Agreement subsequent to the date hereof and prior to the
Petition Date, the full amount of any such payments shall reduce the respective
amortization payments dollar-for-dollar on a pro rata basis. In addition, the
amount of any draws on letters of credit issued under the Existing Credit
Agreement and assumed under the New Senior Credit Agreement that are reimbursed
by Senior Lenders having reimbursement obligations with respect to such letters
of credit under the Existing Credit Agreement shall be added to the final
amortization payment.

         7.       PREPAYMENTS

         Optional Prepayments. The Borrowers may prepay the Restructured Loans,
prepay the loans under the Exit Facility and reduce the commitments under the
Exit Facility in a minimum amount of $500,000 and additional integral amounts in
multiples of $100,000. The Senior Lenders will apply Optional prepayments of the
term loans first to outstanding loans under the Term Loan A Facility, then to
outstanding loans under the Term Loan B Facility, in each case, to the next four
installments thereof and thereafter to the installments thereof ratably in
accordance with the then outstanding amounts thereof and may not be reborrowed.
The commitments under the Exit Facility may not be reduced until the repayment
of the Restructured Loans.

         Mandatory Prepayments. The Borrowers must prepay the Restructured Loans
and reduce the commitments under the Exit Facility by the following amounts
(subject to certain exceptions to be negotiated):

         o        an amount equal to 100% of the net proceeds of any incurrence
                  of indebtedness to be agreed by Reorganized Group or any of
                  its Subsidiaries after the Effective Date;

         o        an amount equal to 75% of the net proceeds of any equity
                  issuances (other than (i) equity of Reorganized Group issued
                  in connection with incentive plans and (ii) common equity
                  infusions from existing equity holders and their respective
                  affiliates) by Reorganized Group or any of its Subsidiaries
                  after the Effective Date;

         o        an amount equal to 100% of the net proceeds of any sale or
                  other disposition by Reorganized Group or any of its
                  Subsidiaries after the Effective Date of any material assets,
                  except for (i) the sale of inventory or obsolete or worn-out
                  property in the ordinary course of business, (ii) the proceeds
                  of certain specified asset sales, (iii) transfers resulting
                  from casualty or condemnation and (iv) other customary
                  exceptions; provided that the Borrowers may retain the
                  proceeds of the sale of the Richmond Facility to the extent
                  such proceeds do not exceed the difference between $61.85
                  million and the total commitments under the Exit Facility; and

         o        if cash and cash equivalents on hand of Reorganized Group and
                  its Subsidiaries as at December 31 of each fiscal year
                  (commencing with December 31, 2003) exceeds $87.5 million, an
                  amount equal to the lesser of (i) 75% of excess cash flow and
                  (ii) the amount of cash and cash equivalents on hand as at
                  such date in excess of $87.5 million.

         The Senior Lenders will apply each mandatory prepayment (a) first, to
the repayment of the loans under the Term Loan A Facility and (b) thereafter, to
the repayment of the loans under the Term Loan B Facility, in each case, ratably
in accordance with the then outstanding amounts thereof. Once the



                                      A-4
<PAGE>

Borrowers pay all outstanding Restructured Loans, the Borrowers must reduce the
commitments in respect of the Exit Facility and cash collateralize or replace
the letters of credit and prepay loans under the Exit Facility to the extent the
aggregate amount thereof exceeds such commitments as so reduced.

B.       EXIT FACILITY

         1.       STRUCTURE

         The Exit Facility will provide Reorganized Viasystems, as borrower, a
revolving credit facility of up to $61.85 million and a letter of credit
subfacility with a sublimit of $15.0 million. The maximum amount of the Exit
Facility (the "Maximum Amount") will be limited to $50.0 million, provided that
the Maximum Amount will increase over $50.0 million, up to a maximum amount of
$61.85 million, by $0.50 for each $1.00 of outstanding debt under the Existing
Credit Agreement held by Hicks Muse that converts to common stock of Reorganized
Group pursuant to the Hicks Muse Exchange. The Maximum Amount will be reduced by
the amount of net proceeds of the sale of Reorganized Viasystems' Richmond,
Virginia facility that are retained by Reorganized Viasystems and not applied as
a prepayment of the New Senior Credit Facility. To be eligible to request a
revolving advance under the Exit Facility, Reorganized Group and its
Subsidiaries must meet a domestic asset coverage test and have less than $20.0
million in unrestricted cash and cash equivalents on hand at the time of, or
after giving effect to, the borrowing. The Exit Facility, and the liens and
guarantees in respect thereof, will be senior to the Term Loan A Facility and
Term Loan B Facility, and the liens and guarantees in respect thereof.

         2.       INTEREST RATES AND FEES

         Reorganized Viasystems may choose to pay interest on advances under the
Exit Facility at either the Eurocurrency Rate plus 3.25% per annum or the Base
Rate plus 2.25% per annum. The default rate is 2.00% above the rate otherwise
applicable. In addition, any interest, fees and other amounts that are overdue
under the Exit Facility bear interest at 4.25% above the Base Rate.

         Reorganized Viasystems must pay a commitment fee of 0.50% per annum on
the average daily unused portion of the Exit Facility and an upfront fee equal
to 0.50% of the aggregate initial commitments for the Exit Facility.

         3.       SECURITY AND GUARANTEES

         Reorganized Group and all of its Subsidiaries formed under the laws of
any state in the United States will jointly and severally guarantee Reorganized
Viasystems' obligations under the Exit Facility. The collateral for the Exit
Facility will be the same collateral as under the Existing Credit Agreement: all
or substantially all of the assets of Reorganized Group, Reorganized Viasystems
and each guarantor. In addition, subject to legal restrictions and practical
considerations, Reorganized Viasystems also will cause to be pledged assets in
certain foreign countries, including, to the extent legally feasible and
practicable, the Peoples' Republic of China, as collateral. The Exit Facility,
and the liens and guarantees in respect thereof, will be senior to the Term Loan
A Facility and Term Loan B Facility, and the liens and guarantees in respect
thereof.

         4.       COVENANTS

         The Exit Facility will require Reorganized Viasystems to observe the
same affirmative and negative covenants (including financial covenants) as
described above in the description of the Term Loan A Facility and the Term Loan
B Facility.




                                      A-5
<PAGE>

         5.       MATURITY AND AMORTIZATION

         The Exit Facility will cease to be available on the fifth anniversary
of the closing of the New Senior Credit Agreement.

         6.       PREPAYMENTS

         The Exit Facility will provide for optional prepayments and mandatory
prepayments as described above in the description of the Term Loan A Facility
and the Term Loan B Facility.



                                      A-6
<PAGE>
                                                                       EXHIBIT B

                               TERMS OF NEW STOCK

A.       NEW COMMON STOCK

         The Reorganized Group Certificate of Incorporation will authorize the
issuance of 100 million shares of New Common Stock having a par value of $0.01
per share. Holders of New Common Stock will be entitled to vote upon all matters
submitted to a vote of the stockholders of Reorganized Group and will be
entitled to one vote for each share of New Common Stock held. Holders of New
Common Stock will not have preemptive rights. Subject to the prior rights and
preferences applicable to the New Senior Convertible Preferred Sock and the New
Junior Preferred Stock, holders of New Common Stock will be entitled to receive
dividends as may be declared by the Board of Directors of Reorganized Group from
time to time.

B.       NEW PREFERRED STOCK

         The Reorganized Group Certificate of Incorporation will authorize the
issuance of 25 million shares of New Preferred Stock having a par value of $0.01
per share in one or more classes or series, including those described below, and
will reserve to the Board of Directors of Reorganized Group the power to
designate for each class or series the following: (i) the terms and conditions
of any voting, dividend and conversion or exchange rights; (ii) the amount
payable on the class or series upon redemption and upon dissolution or
distribution of the assets of Reorganized Group, and (iii) the rights,
qualifications, limitations, or restrictions pertaining to the class or series.

         1.       NEW SENIOR CONVERTIBLE PREFERRED STOCK

         The principal terms of the New Senior Convertible Preferred Stock to be
designated and issued by Reorganized Group under the Plan will be as follows:

Face Amount:               The initial aggregate face amount will be $53.75
                           million.

Authorization:             4.5 million shares.

Total Issued:              4,239,029 shares, with DTI, or 4,065,874 shares,
                           without DTI

Dividends:                 Dividends will accrue on a semi-annual basis at the
                           rate of 9.0% per annum based on the face amount (plus
                           accrued but unpaid dividends) cumulative from the
                           date of issuance; provided, however, that in the
                           event that dividends are paid in respect of the New
                           Common Stock during any semi-annual dividend period
                           in an aggregate amount which would on an as-converted
                           basis exceed the dividends payable on the New Senior
                           Convertible Preferred Stock for such period, the New
                           Senior Convertible Preferred Stock will participate
                           on an as-converted basis to the extent of such excess
                           in additional dividends.



                                      B-1
<PAGE>

Conversion:                Each share of New Senior Convertible Preferred Stock
                           will be convertible at any time (in whole or in part)
                           into a number of shares of New Common Stock at the
                           then-applicable liquidation preference divided by the
                           initial conversion price equal to $12.68, with DTI,
                           or $13.22, without DTI (subject to customary anti-
                           dilution adjustments).

Voting:                    The New Senior Convertible Preferred Stock will vote
                           together with the New Common Stock on an as-converted
                           basis and will vote as a class as required by
                           applicable law.

Liquidation Preference:    Before any payments are made to the holders of the
                           New Junior Preferred Stock or the New Common Stock
                           the New Senior Convertible Preferred Stock will have
                           a liquidation preference equal to the greater of (i)
                           the face amount ($12.68 per share, with DTI, or
                           $13.22 per share, without DTI) plus the value of all
                           accrued but unpaid dividends up to (but not
                           including) the date of liquidation and (ii) the
                           amounts that such holders of New Senior Convertible
                           Preferred Stock would have received if all of the
                           then-outstanding shares of New Senior Convertible
                           Preferred Stock had been converted into shares of New
                           Common Stock immediately prior to any liquidation of
                           Reorganized Group.

Rank:                      The New Senior Convertible Preferred Stock will rank
                           senior to the New Junior Preferred Stock and the New
                           Common Stock.

Mandatory Redemption:      Upon the 10th anniversary of the date of issuance,
                           the New Senior Convertible Preferred Stock will be
                           subject to mandatory redemption.

         2.       NEW JUNIOR PREFERRED STOCK

         The principal terms of the New Junior Preferred Stock to be designated
and issued by Reorganized Group under the Plan will be as follows:

Face Amount:               The initial aggregate face amount will be $133.6
                           million, with DTI, or $120.1 million, without DTI.

Authorization:             1.5 million shares.

Total Issued:              1,336,000 shares, with DTI, or 1,201,000 shares,
                           without DTI.



                                      B-2
<PAGE>

Dividends:                 Dividends will accrue on a semi-annual basis at the
                           below rates per annum based on the face amount (plus
                           accrued but unpaid dividends) cumulative from the
                           date of issuance:

<Table>
<Caption>
<S>                                                                  <C>
                           1st year:..........................        0.0%
                           2nd year:..........................        1.0%
                           3rd year:..........................        3.0%
                           4th year:..........................        5.0%
                           5th-10th year:.....................        8.0%
</Table>

                           In the event of the payment of dividends on the New
                           Common Stock, if such dividends exceed the per share
                           dividends provided above, based on a hypothetical
                           conversion rate equal to the then- applicable
                           liquidation preference divided by the Initial Common
                           Share Price (the "Notional Conversion Rate"),
                           additional dividends will be payable on the New
                           Junior Preferred Stock equal to such excess.

Voting:                    The New Junior Preferred Stock will not have any
                           voting rights other than those provided by law
                           (including as required to comply with section
                           1123(a)(6) of the Bankruptcy Code) and except for
                           with respect to those matters expressly set forth in
                           the certificate of designation therefor.

Protective Provisions:     The New Junior Preferred Stock will contain
                           anti-layering restrictions with respect to additional
                           preferred stock and limitations on incurrence of
                           material indebtedness.

Liquidation Preference:    The initial liquidation preference will be equal to
                           the face amount ($100 per share) and all accrued but
                           unpaid dividends up to (but not including) the date
                           of liquidation before any payments are made to the
                           holders of New Common Stock. In the event of an
                           actual liquidation of Reorganized Group, if the
                           distribution on New Junior Preferred Stock determined
                           on the basis of the Notional Conversion Rate would
                           exceed the foregoing liquidation preference, such
                           holders shall be entitled to such greater
                           distribution.

Rank:                      The New Junior Preferred Stock will rank junior in
                           right of payment to the Senior Convertible Preferred
                           Stock and will rank senior to the New Common Stock.


                                      B-3
<PAGE>


Mandatory Redemption:      Upon the 10th anniversary of the date of issuance,
                           the New Junior Preferred Stock will be subject to
                           mandatory redemption.


                                      B-4
<PAGE>
                                                                       EXHIBIT C

                         TERMS OF STOCKHOLDERS AGREEMENT

A.       BOARD OF DIRECTORS OF REORGANIZED GROUP

         The Board of Directors of Reorganized Group will be comprised of nine
members as follows: (i) the Chief Executive Officer of Reorganized Group will be
designated for election, (ii) five members will be designated for election by
Hicks Muse, and (iii) three members will be designated for election by the
holders of Subordinated Notes (other than Hicks Muse). The Compensation
Committee of the Board of Directors of Reorganized Group will be comprised of
two members designated by Hicks Muse and one member designated by the holders of
Subordinated Notes (other than Hicks Muse). To the extent that the equity
ownership in Reorganized Group by Hicks Muse or the Holders of Subordinated
Notes (other than Hicks Muse) is reduced by disposition during the term of the
Stockholders Agreement, such constituency's right to designate directors for
election shall be reduced as set forth in the Stockholders Agreement.

B.       HICKS MUSE PROTECTIONS

         Without approval of Hicks Muse, Reorganized Group will not take any of
the following actions: (i) other than transactions in which Hicks Muse will have
pre-emptive rights to maintain their equity ownership percentage and other
customary exceptions, issue or sell equity securities or bonds, debentures,
notes or other obligations convertible into, exchangeable for, or any options,
warrants or other obligations having rights to purchase, any equity securities;
(ii) issue or sell equity securities or bonds, debentures, notes or other
obligations convertible into, exchangeable for, or any options, warrants or
other obligations having rights to purchase, any equity securities for
consideration below fair market value; (iii) issue preferred stock or other
equity ranking senior to the New Common Stock; (iv) incur material indebtedness
or financial obligations (in excess of amounts to be agreed upon); or (v) take
such other actions to be determined by agreement among the parties to the
Stockholders Agreement.

         In the event that Hicks Muse owns in the aggregate less than 50.1% of
the fully diluted common equity ownership of Reorganized Group as a result of
dilution related to the New Warrants, any DTI Guaranty Claim, and/or equity
issued pursuant to the Incentive Option Plan, the Stockholders Agreement will
provide Hicks Muse with certain additional contractual control and protection
rights to be agreed upon, including such rights to be provided to the holders of
Subordinated Notes (other than Hicks Muse) described in Section C below.

C.       MINORITY SHAREHOLDER PROTECTIONS

         The Stockholders Agreement will provide substantially to the effect
that without approval of at least a majority in interest of the holders of
Subordinated Notes (other then Hicks Muse) party to the Stockholders Agreement,
Reorganized Group will not take any of the following actions: (i) other than
transactions in which the holders of New Common Stock party to the Stockholders
Agreement have pre-emptive rights to maintain their equity ownership percentage
and other customary exceptions, issue or sell equity securities or bonds,
debentures, notes or other obligations convertible into, exchangeable for, or
any options, warrants or other obligations having rights to purchase, any equity
securities; (ii) issue or sell equity securities or bonds, debentures, notes or
other obligations convertible into, exchangeable for, or any options, warrants
or other obligations having rights to purchase, any equity securities for
consideration below fair market value; (iii) redeem or repurchase any of its
outstanding capital stock; (iv) declare or make any dividend or other
distribution on, or on account of, capital stock (excluding such



                                      C-1
<PAGE>

dividends or other distributions with respect to the New Senior Convertible
Preferred Stock and New Junior Preferred Stock); (v) consummate any corporate
reorganizations, including dissolution, liquidation, reorganization or act of
bankruptcy; (vi) consummate any merger, sale of all or substantially all assets
or any other transaction that results in a "change of control," other than in
any transaction based on an enterprise value in excess of $828.0 million (as
adjusted for equity issuances or repurchases of, or dividends on, New Common
Stock); (vii) enter into any transaction(s) with affiliates or insiders
(including directors, officers and stockholders) that are not wholly-owned
subsidiaries outside the ordinary course and on other than arm's length terms;
(viii) incur material indebtedness or financial obligations (in excess of agreed
upon amounts); (ix) other than as part of a transaction permitted under clause
(vi) above, sell or transfer (by lease or otherwise) material businesses; (x)
other than amendments effected in conjunction with a transaction permitted under
clause (i) or (vi) above, modify its certificate of incorporation or bylaws; or
(xi) change the number of directors on the board or establish any new committees
and/or engage in new corporate governance activities.

D.       NEW COMMON STOCK REGISTRATION RIGHTS

         Demand Registration Rights. At any time after the third anniversary of
the Effective Date the holders of 30% or more of the outstanding shares of
registrable New Common Stock (including securities convertible into New Common
Stock), and at any time after the earlier of (i) the initial public offering of
Reorganized Group common equity securities following consummation of the Plan or
(ii) the date on which Reorganized Group otherwise becomes subject to the
periodic reporting requirements under the Exchange Act, the holders of 15% or
more of the outstanding shares of registrable New Common Stock (including
securities convertible into New Common Stock), shall be entitled to demand up to
three registrations of their registrable New Common Stock on Form S-3 (or, if
Form S-3 is not then available to Reorganized Group, Form S-1, or any successor
forms).

         All holders of registrable New Common Stock who are a party to the
Stockholders Agreement shall be entitled to participate in any demand
registration on a pro rata basis and the holders shall have a priority over any
shares sought to be sold by Reorganized Group or any person who is not a party
to the Stockholders Agreement in any such registration. Any cutback required
with respect to the holders who are a party to the Stockholders Agreement shall
be effected on a pro rata basis. If a cutback occurs with respect to any such
holder which made a demand registration, then such holder shall receive one
additional demand registration right.

         At any time that Reorganized Group is entitled to register New Common
Stock on Form S-3, the holders of 10% or more of the outstanding shares of
registrable New Common Stock (including securities convertible into New Common
Stock) shall be entitled to require Reorganized Group to use its reasonable
efforts to file and have declared effective a shelf registration statement
covering the resale of the registrable New Common Stock held by such holders.
Subject to customary blackouts, Reorganized Group shall use its reasonable
efforts to maintain the effectiveness of any such shelf registration statement
continuously for two years or such shorter period of time which shall terminate
the day after the date on which all of the registrable New Common Stock covered
by the shelf registration statement has been sold pursuant to the shelf
registration statement or the first date on which there shall cease to be any
registrable New Common Stock held by the holders whose shares are covered by the
shelf registration statement.

         Piggyback Registration Rights. At any time after the earlier of (i) the
initial public offering of New Common Stock and (ii) the date on which
Reorganized Group becomes subject to the periodic reporting requirements under
the Exchange Act, holders of registrable New Common Stock shall be entitled to
piggyback onto any registration effected by Reorganized Group under the
Securities Act of the New Common Stock or other equity securities on any forms
other than Form S-4 or S-8 (or any successor or similar form(s)) for its own
account or for the account of any other holders. Reorganized Group shall



                                      C-2
<PAGE>

have priority in any registration it has initiated for its own account,
including any demand registration converted into a registration for its own
account as described below. Any cutback required with respect to the holders
exercising piggyback registration rights shall be effected on a pro rata basis.

         Selection of Underwriters. In the event an offering of shares of New
Common Stock is to be underwritten, with respect to (i) any demand registration,
the holders of a majority of the shares being offered shall select a nationally
recognized firm of underwriters, with the consent of Reorganized Group, which
will not be unreasonably withheld and (ii) any registration initiated by
Reorganized Group for its own account, Reorganized Group shall select a
nationally recognized firm of underwriters in its sole discretion. Reorganized
Group may elect to convert any demand registration into a registration for its
own account, in which case Reorganized Group shall select a nationally
recognized firm of underwriters in its sole discretion. If Reorganized Group
makes such election then any holder that exercised its demand registration right
which was so converted shall receive one additional demand registration right.

         Blackouts. Reorganized Group shall have a customary right to suspend,
at any time (but not to exceed one time in any twelve-month period) the
registration process and/or suspend a holders' ability to use a prospectus if
certain significant corporate events are contemplated.

         Expenses. Reorganized Group shall pay all customary costs and expenses
associated with each registration, including for each registration statement
prepared the reasonable fees and expenses of one firm of attorneys selected by
the holders of a majority of the shares of New Common Stock covered by such
registration. Holders of New Common Stock will pay underwriting discounts,
commissions and applicable transfer taxes, if any, on any shares sold by them.

E.       NEW JUNIOR PREFERRED STOCK REGISTRATION RIGHTS

         At any time after the earlier of (i) the initial public offering of
Reorganized Group common equity securities following consummation of the Plan,
(ii) the first anniversary of the Effective Date, and (iii) the date on which
Reorganized Group otherwise becomes subject to the periodic reporting
requirements under the Exchange Act, the holders of 20% or more of the
registrable New Junior Preferred Stock shall be entitled to require Reorganized
Group to use its reasonable efforts to file and have declared effective a shelf
registration statement covering the resale of the registrable New Junior
Preferred Stock of such holders. At any time that Reorganized Group is entitled
to effect registration of New Junior Preferred Stock on Form S-3, the holders of
10% or more of the outstanding shares of registrable New Junior Preferred Stock
shall be entitled to require Reorganized Group to use its reasonable efforts to
file and have declared effective a shelf registration statement covering the
resale of the registrable New Junior Preferred Stock of such holders. Subject to
customary blackouts, Reorganized Group shall use its reasonable efforts to
maintain the effectiveness of any such shelf registration statement continuously
for two years or such shorter period of time which shall terminate the day after
the date on which all of the registrable New Junior Preferred Stock covered by
the shelf registration statement has been sold pursuant to the shelf
registration statement or the first date on which there shall cease to be any
registrable New Junior Preferred Stock. Reorganized Group will pay all customary
costs and expenses associated with each shelf registration of New Junior
Preferred Stock. Holders of New Junior Preferred Stock will pay underwriting
discounts, commissions and applicable transfer taxes, if any, on any shares sold
by them.

F.       PREEMPTIVE RIGHTS

         Reorganized Group will provide customary preemptive rights with certain
specific exemptions as agreed by the parties to the Stockholders Agreement.



                                      C-3