exv10w3







	 	 	 	 	 



Exhibit 10.3




          Second Supplemental Indenture (this “Supplemental Indenture”), dated as of February
22, 2010, among Viasystems Group, Inc. (the “Guaranteeing Parent”), a parent of Viasystems, Inc.
(or its permitted successor), a Delaware corporation (the “Company”), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust FSB, as trustee
under the Indenture referred to below (the “Trustee”).




WITNESSETH




          WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, as
supplemented (the “Indenture”), dated as of November 24, 2009 providing for the issuance of the
Company’s 12.00% Senior Secured Notes due 2015 (the “Notes”);




          WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee
may amend or supplement the Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement
or the Security Documents without the consent of any Holder of a Note to add a Guarantor or to
provide for the Guarantee of the Company’s Obligations under the Notes by Parent or any direct or
indirect parent company of the Company;




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing Parent and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Holders of the Notes as follows:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Agreement to Guarantee. The Guaranteeing Parent hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 10 thereof.




          3. No Recourse Against Others. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Parent, as such, shall have any liability
for any obligations of the Company or any Guaranteeing Parent under the Note Documents or this
Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of the Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes. Such
waiver may not be effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.




          4. Instruments to be Read Together. This Supplemental Indenture is an indenture
supplemental to the Indenture, and said Indenture and this Supplemental Indenture shall henceforth
be read together.




          5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE




 









 







PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.




          6. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.




          7. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.




          8 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Parent and the
Company.




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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed
and attested, all as of the date first above written.




          Dated:
February 22, 2010




	 	 	 	 	 
	 	Viasystems Group, Inc.

 	 
	 	By:  	/s/
Daniel J. Weber	 
	 	 	Name:  	Daniel J. Weber 	 
	 	 	Title:  	Vice President and General Counsel and Secretary	 
	 
	 	Viasystems, Inc.

 	 
	 	By:  	/s/
Daniel J. Weber	 
	 	 	Name:  	Daniel J. Weber 	 
	 	 	Title:  	Vice President and General Counsel and Secretary	 
	 
	 	Merix Corporation

Merix Asia, Inc.

Viasystems International, Inc.

Viasystems Technologies Corp., LLC



By: Viasystems, Inc.

       as sole member

 	 
	 	By:  	/s/
Daniel J. Weber	 
	 	 	Name:  	Daniel J. Weber 	 
	 	 	Title:  	Vice President and General Counsel and Secretary	 
	 
	 	WILMINGTON TRUST FSB,

as Trustee

 	 
	 	By:  	/s/ Joseph P. O’Donnell	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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