exv10w7






Exhibit 10.7




RECAPITALIZATION AGREEMENT




     THIS RECAPITALIZATION AGREEMENT, dated as of October 6, 2009 (this “Agreement”), is
entered into by and among Viasystems Group, Inc., a Delaware corporation (“Group”), Hicks,
Muse, Tate & Furst Equity Fund III, LP and each of its affiliates that holds shares of stock of
Group, as identified on Schedule 1 hereto (collectively, “HM Capital”), GSC
Recovery II, L.P. and each of its affiliates that holds shares of stock of Group, as identified on
Schedule 1 hereto (collectively, “GSC” and together with HM Capital, the
“Controlling Majority Stockholders), and TCW Shared Opportunities Fund III, L.P.
(“TCW” and together with HM Capital and GSC, the “Majority Stockholders”).



RECITALS




     WHEREAS, as of the date hereof, the authorized capital stock of Group consists of 100,000,000
shares of common stock, par value $.01 per share (“Common Stock”), of which 28,874,509
shares are issued and outstanding, and 25,000,000 shares of preferred stock, par value $.01 per
share, 1,500,000 shares of which have been designated as the “Class A Junior Preferred Stock”
(“Class A Preferred Stock”), of which 903,233 shares are issued and outstanding, and
4,500,000 shares of which have been designated as the “Class B Senior Convertible Preferred Stock”
(“Class B Preferred Stock,” and together with the Class A Preferred Stock, “Preferred
Stock”), of which 4,255,546 shares are issued and outstanding;



     WHEREAS, as of the date hereof, (a) HM Capital owns 2,177,356 shares of Class B Preferred
Stock, 903,233 shares of Class A Preferred Stock and 14,083,383 shares of Common Stock, (b) GSC
owns 1,483,172 shares of Class B Preferred Stock and 8,365,372 shares of Common Stock and (c) TCW
owns 593,829 shares of Class B Preferred Stock;



     WHEREAS, the Class A Preferred Stock and the Class B Preferred Stock are entitled to dividend
and liquidation preferences in relation to Common Stock and are mandatorily redeemable on January
31, 2013, to the extent of funds legally available therefor;



     WHEREAS, concurrently with the execution of this Agreement, Group, Maple Acquisition Corp., a
wholly owned subsidiary of Group (the “Merger Sub”), and Merix Corporation, an Oregon
corporation (“Merix”), are entering into that certain Agreement and Plan of Merger of even
date herewith (the “Merger Agreement”), pursuant to which the Merger Sub will be merged
with and into Merix, with Merix being the surviving corporation (the “Merger”);



     WHEREAS, the consummation of the Merger is conditioned upon Group’s consummation of a
recapitalization (the “Recapitalization”) pursuant to which (a) a reverse stock split will
be effected pursuant to which each outstanding share of Common Stock will be converted into
0.083647 shares of new issued common stock, par value $.01 per share (the “New Common
Stock”), with any fractional share resulting therefrom being cancelled in exchange for the
right to receive a cash payment of $25.00 per share of New Common Stock that resulted in such
fractional share (the “Reverse Stock Split”) and (b) a reclassification of shares will be
effected pursuant to which (i) each outstanding share of Class A Preferred Stock will be



 









 







reclassified as, and converted into, 8.478683 shares of New Common Stock, with any fractional
share resulting therefrom being cancelled in exchange for the right to receive a cash payment of
$25.00 per share of New Common Stock that resulted in such fractional share and (ii) each
outstanding share of Class B Preferred Stock will be reclassified as, and converted into, 1.416566
shares of New Common Stock, with any fractional share resulting therefrom being cancelled in
exchange for the right to receive a cash payment of $25.00 per share of New Common Stock that
resulted in such fractional share (together, the “Reclassification”);



     WHEREAS, a special committee of disinterested directors of the Board of Directors of Group
(the “Special Committee”) has received the opinion of Houlihan Lokey Howard & Zukin
Financial Advisors, Inc. (“Houlihan”) stating that, based on the assumptions,
qualifications and limitations set forth therein, the Recapitalization is fair to the holders of
Common Stock, from a financial point of view;



     WHEREAS, the Special Committee has recommended the terms of the Recapitalization to the Board
of Directors of Group (the “Board of Directors”) and the Board of Directors has approved
the terms of the Recapitalization, the Certificate of Amendment to Certificate of Incorporation
(the “Charter Amendment”), substantially in the form attached hereto as Exhibit
A-1, and the Third Amended and Restated Certificate of Incorporation (the “Restated
Certificate of Incorporation”), substantially in the form attached hereto as Exhibit
A-2, and unanimously recommends Group’s common stockholders to approve (a) the
Recapitalization, (b) the Charter Amendment, and (c) the Restated Certificate of Incorporation; and



     WHEREAS, as a condition and inducement to the execution and delivery of the Merger Agreement
by the parties thereto, Group hereby acknowledges its desire and commitment to effect, and the
Majority Stockholders hereby acknowledge their desire and commitment to approve and participate in,
the Recapitalization upon the terms and conditions set forth herein.



     NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as
follows:



Article I

Recapitalization



1.01 Charter Amendment. Subject to the terms and conditions of this Agreement, at the
Effective Time (as defined in Section 6.01), (i) the Charter Amendment will be filed with
the Secretary of State of the State of Delaware in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware (the “DGCL”), and immediately upon
such filing the Recapitalization shall become effective, without any further action, in the manner
set forth in Section 1.02 and (ii) the Restated Certificate of Incorporation will then be
filed with the Secretary of State of the State of Delaware in accordance with the provisions of
Section 242 of the DGCL.



1.02 Recapitalization of Capital Stock. Upon the filing of the Charter Amendment, and
without any action on the part of any holders of Common Stock or Preferred Stock, (a) each


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outstanding share of Common Stock will be converted into 0.083647 of a share of New Common Stock,
with all shares of New Common Stock so issued to each holder of Common Stock to be aggregated and
with any fractional share remaining after such aggregation to be cancelled in exchange for the
right to receive a cash payment of $25.00 per share of New Common Stock (the “Fractional Share
Amount”), (b) each share of Class A Preferred Stock then outstanding will be reclassified as,
and converted into, 8.478683 shares of New Common Stock, with all shares of New Common Stock so
issued to each holder of Class A Preferred Stock to be aggregated and with any fractional share of
New Common Stock remaining after such aggregation to be cancelled in exchange for the right to
receive the Fractional Share Amount, and (c) each share of Class B Preferred Stock then outstanding
will be reclassified as, and converted into, 1.416566 shares of New Common Stock, with all shares
of New Common Stock so issued to each holder of Class B Preferred Stock to be aggregated and with
any fractional share of New Common Stock remaining after such aggregation to be cancelled in
exchange for the right to receive the Fractional Share Amount.



1.03 Exchange of Capital Stock.




     (a) Common Stock. Following the Effective Time, upon surrender in accordance with
Section 1.04 of the certificate or certificates formerly representing Common Stock of each
holder, such holder will be entitled to receive in exchange for such shares of Common Stock, in
accordance with Section 1.02, (i) a certificate or certificates representing the number of
whole shares of New Common Stock into which such Common Stock was converted pursuant to the Reverse
Stock Split and (ii) a cash payment equal to the Fractional Share Amount in respect of any
remaining fractional share of New Common Stock otherwise issuable to such holder.



     (b) Class A Preferred Stock. Following the Effective Time, upon surrender in
accordance with Section 1.04 of the certificate or certificates formerly representing Class
A Preferred Stock of each holder, such holder will be entitled to receive in exchange for such
shares of Class A Preferred Stock, in accordance with Section 1.02, (i) a certificate or
certificates representing the number of whole shares of New Common Stock into which such Class A
Preferred Stock was reclassified and converted pursuant to the Reclassification and (ii) a cash
payment equal to the Fractional Share Amount in respect of any remaining fractional share of New
Common Stock otherwise issuable to such holder.



     (c) Class B Preferred Stock. Following the Effective Time, upon surrender in
accordance with Section 1.04 of the certificate or certificates formerly representing Class
B Preferred Stock of each holder, such holder will be entitled to receive in exchange for such
shares of Class B Preferred Stock, in accordance with Section 1.02, (i) a certificate or
certificates representing the number of whole shares of New Common Stock into which such Class B
Preferred Stock was reclassified and converted pursuant to the Reclassification and (ii) a cash
payment equal to the Fractional Share Amount in respect of any remaining fractional share of New
Common Stock otherwise issuable to such holder.


1.04 Exchange Procedures.




     (a) Exchange Agent. Prior to Closing, Group will appoint Computershare or another
bank or trust company designated by Group to act as the exchange agent (the “Exchange
Agent”)



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for the issuance of certificates representing the New Common Stock and the payment of
Fractional Share Amounts in exchange for certificates formerly representing Common Stock or
Preferred Stock that are surrendered for exchange.



     (b) Exchange Fund. On or promptly following the Effective Time, Group shall deposit
with the Exchange Agent certificates representing the shares of New Common Stock issuable and cash
equal to the Fractional Share Amounts payable pursuant to Section 1.03 (collectively, the
“Recapitalization Consideration”). The Recapitalization Consideration shall not be used
for any purpose other than as set forth in this Article I. Any portion of the
Recapitalization Consideration remaining with the Exchange Agent on the 180th day after the Closing
shall be released and delivered by the Exchange Agent to Group, after which time persons entitled
thereto may only look to Group for payment thereof. Notwithstanding the foregoing, Group shall not
be liable to any holder of certificates formerly representing shares of Common Stock or Preferred
Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat
or similar laws. Any amounts remaining unclaimed by such holders three (3) years after the Closing
(or such earlier date immediately prior to such time as such amounts would otherwise escheat to or
become property of any governmental entity) shall, to the extent permitted by applicable law,
become the property of Group, free and clear of any claims or interest of any person previously
entitled thereto.



     (c) Exchange Procedures. As soon as practicable after the Effective Time, Group
shall cause the Exchange Agent to mail a notice and letter of transmittal form (which shall specify
that delivery shall be effectuated, and risk of loss and title to the Certificates (as defined
below) shall pass only upon delivery of the Certificates to the Exchange Agent and shall be in such
form and have such other provisions as Group may specify) to each record holder of a certificate or
certificates formerly representing shares of Common Stock or Preferred Stock (the
“Certificates”) advising such holder of the effectiveness of the Recapitalization and the
procedure for surrendering to the Exchange Agent such Certificate or Certificates for exchange into
the Recapitalization Consideration. Upon the surrender of the Certificates to the Exchange Agent
together and in accordance with the appropriate transmittal forms, the holder thereof shall be
entitled to receive in exchange therefor, and the Exchange Agent shall, as promptly as practicable,
deliver to such holder, the Recapitalization Consideration payable in respect of such Certificates.
Until surrendered as contemplated by this Article I, each such Certificate shall be deemed
at any time after the Effective Time to represent only the right to receive, upon such surrender of
the Certificate, the Recapitalization Consideration. If the Recapitalization Consideration (or any
portion thereof) is to be delivered to a person other than the person in whose name the
Certificates surrendered in exchange therefor are registered in the transfer records of Group, it
shall be a condition to such delivery that the Certificates so surrendered shall be properly
endorsed or accompanied by appropriate stock powers (and the signature thereto must be guaranteed)
and otherwise in proper form for transfer, that such transfer otherwise be proper and that the
person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by
reason of the foregoing or establish to the satisfaction of the Exchange Agent that such taxes have
been paid or are not required to be paid.



     (d) Lost, Stolen or Destroyed Certificates. If any Certificates shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such
Certificate to be lost, stolen or destroyed, Group will deliver in exchange for such lost, stolen
or destroyed



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Certificate, the Recapitalization Consideration. The affidavit required hereunder shall be in
a form reasonably satisfactory to the Company and shall be delivered to the Exchange Agent, who
shall be responsible for making payment of the applicable Recapitalization Consideration for such
lost, stolen or destroyed Certificates pursuant to the terms hereof.



     (e) Tax Withholding. Group and the Exchange Agent shall be entitled to deduct and
withhold from the consideration otherwise payable pursuant to this Agreement to any holder of
Certificates such amounts as Group or the Exchange Agent is required to deduct and withhold with
respect to the making of such payment under the Internal Revenue Code of 1986, as amended, or any
provision of state, local or foreign tax law. To the extent that amounts are so withheld by Group
or the Exchange Agent, such withheld amount shall be treated for all purposes of the Plan (as
defined below) as having been paid to the holder of the Certificates in respect of which such
deduction and withholding was made by Group or the Exchange Agent.



     (f) Transfer Books; No Further Ownership Rights in Common Stock or Preferred Stock.
All Recapitalization Consideration paid upon the surrender of Certificates formerly representing
Common Stock or Preferred Stock in accordance with the terms of this Article I shall be
deemed to have been paid in full satisfaction of all rights pertaining to such shares, and there
shall be no further registration of transfers on the stock transfer books of Group of such shares
which were immediately outstanding prior to the Effective Time. If, after the Effective Time, the
Certificates representing such shares of Common Stock or Preferred Stock are presented to Group for
any reason, they shall be redeemed, canceled and exchanged as provided in this Article I.



Article II

Option and Warrant Adjustments



2.01 Option Adjustment. Group has granted options to purchase Common Stock to certain
persons pursuant to its 2003 Stock Option Plan (the “Plan”). In connection with the
consummation of the Recapitalization, the Compensation Committee of the Board of Directors (the
“Compensation Committee”) is authorized under the terms of the Plan to make appropriate
adjustments to the exercise price of each option outstanding under the Plan as of the Effective
Time and the number of shares covered by each such option. The Compensation Committee has
determined that it is advisable and appropriate to adjust (a) the current exercise price of each
option outstanding under the Plan as of the Effective Time by dividing such exercise price by
0.083647 and (b) the number of shares of Common Stock covered by each such option by multiplying
such number of shares by 0.083647, each effective as of the Closing.



2.02 Warrant Adjustment. Group has previously granted warrants to purchase shares of
Common Stock to certain persons pursuant to that certain Warrant Agreement, dated as of January 31,
2003, between Group and Computershare Investor Services, LLC, as warrant agent (the “Warrant
Agreement”). In connection with the consummation of the Recapitalization, the Board of
Directors is authorized under the terms of the Warrant Agreement to make appropriate adjustments to
the exercise price of each warrant outstanding under the Warrant Agreement as of the Effective Time
and the number of shares covered by each such warrant. The Board of Directors has determined that
it is advisable and appropriate to adjust (a) the current exercise price of each warrant
outstanding under the Warrant Agreement as of the Effective Time by dividing such exercise price by
0.083647 and (b) the number of shares of Common Stock


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covered by each such warrant by multiplying such number of shares by 0.083647, each effective as of
the Closing.




Article III

Additional Covenants



3.01 LLC Formation. Prior to the consummation of the Merger and subject to Section
3.05 hereof, the Majority Stockholders will (a) form a Delaware limited liability company
(“VG Holdings, LLC”), which shall be governed by a limited liability company agreement
substantially in the form attached hereto as Exhibit B (the “LLC Agreement”) and
(b) transfer and convey to VG Holdings, LLC all right, title and interest of such Majority
Stockholder in and to the shares of Common Stock and Preferred Stock owned by such Majority
Stockholders, as set forth on Schedule 1 hereto, free and clear of all liens, claims and
encumbrances, in exchange for the membership interests in VG Holdings, LLC, as described in the LLC
Agreement (the “Contribution”).



3.02 Stockholders Consent. Immediately following the Contribution, but prior to the
consummation of the Merger, the Majority Stockholders will cause VG Holdings, LLC to execute and
deliver to Group at its principal place of business, pursuant to Section 228 of the DGCL, a
stockholder consent in respect of all of Preferred Stock and Common Stock held by VG Holdings, LLC
approving the Recapitalization, the Charter Amendment and the Restated Certificate of
Incorporation.



3.03 Stockholder Agreement. Concurrently with the consummation of the Merger, (a) Group,
HM Capital and GSC will terminate that certain Stockholder Agreement, dated January 31, 2003,
between Group and the Majority Stockholders, as amended by that certain First Amendment and
Consent, dated as of October, 2003, and (b) Group and VG Holdings, LLC will enter into a
Stockholder Agreement substantially in the form as set forth in Exhibit C.



3.04 Monitoring and Oversight Agreement. Concurrently with the consummation of the
Merger, Group will, and will cause its subsidiaries party thereto, and HM Capital will cause their
affiliate, Hicks, Muse & Co. Partners, L.P. to terminate that certain Monitoring and Oversight
Agreement, dated as of January 31, 2003, among Group, the Group subsidiaries party thereto, and
Hicks, Muse & Co. Partners L.P., in consideration for the payment by Group of a cash termination
fee of $5,620,540 to Hicks, Muse & Co. Partners, L.P.



3.05 Distribution of Stock. Prior to the consummation of the Merger, Pearl Street II,
L.P. may dissolve and/or liquidate and distribute out to its partners all of its shares of Common
Stock and Preferred Stock; provided, however, that such partners agree to assume
the obligations herein related to such shares of Common Stock and Preferred Stock (including,
without limitation, the agreement to contribute such shares to VG Holdings, LLC).




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Article IV

Representations and Warranties of Group.




     Group hereby represents and warrants to the Majority Stockholders as follows:


4.01 Existence; Authority; Binding Effect. Group is duly incorporated or organized,
validly existing and in good standing under the laws of the State of Delaware. Group has full
legal capacity and power to execute and deliver this Agreement and any other agreements or
instruments to be executed and delivered by it pursuant to this Agreement and to consummate the
transactions contemplated herein or therein. This Agreement is, and each other agreement and
instrument to be executed and delivered by Group pursuant to this Agreement will, upon such
execution and delivery, be, a valid and binding obligation of Group enforceable in accordance with
its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting
enforcement of creditors’ rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a proceeding in equity or
at law).



4.02 No Violation. The execution and delivery of this Agreement by Group and the
consummation of the transactions contemplated hereby does not and will not conflict with, or result
in any violation of or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation, modification or acceleration of any obligation or to
a loss of a benefit under, or result in the creation of any lien upon any of the properties or
assets of Group or any of its subsidiaries under (a) the certificate of incorporation, bylaws or
other organizational documents of Group (as such documents may be amended prior to the closing of
the Merger in accordance with the terms hereof) or (b) assuming that the approval of the
Recapitalization, the Charter Amendment and the Restated Certificate of Incorporation by the
required stockholders of Group, (i) any law, order, writ, injunction or decree applicable to Group
or by which any property or asset of Group is bound or affected or (ii) any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise, or other instrument or
obligation to which Group is a party or by which Group or any property or asset of Group is bound
or affected, except, in the case of clause (b), for any such conflicts, violations, breaches,
defaults, events, losses, payments, cancellations, encumbrances, or other occurrences that are not,
individually or in the aggregate, reasonably expected to (x) have a material adverse effect on the
assets, condition (financial or otherwise), business or results of operations of Group and its
subsidiaries taken as a whole, or (y) prevent or materially delay the consummation of any of the
transactions contemplated by this Agreement.



4.03 Capitalization.




     (a) As of the date hereof, the authorized capital stock of Group consists of 100,000,000
shares of Common Stock and 25,000,000 shares of Preferred Stock, 1,500,000 shares of which have
been designated as the Class A Preferred Stock and 4,500,000 shares of which have been designated
as the Class B Preferred Stock. At the close of business on October 5, 2009, (i) 28,874,509 shares
of Common Stock were issued and outstanding, (ii) 903,233 shares of Class A Preferred Stock were
issued and outstanding, (iii) 4,255,546 shares of Class B Preferred Stock were issued and
outstanding, (iv) no shares of Common Stock were held by Group in its



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treasury, (v) 2,777,778 shares of Common Stock were reserved for issuance under the Plan (of which
2,520,600 shares of Common Stock were subject to outstanding stock options granted under the Plan),
and (vi) 1,378,226 shares of Common Stock were reserved for issuance and issuable upon or otherwise
deliverable in connection with the exercise of the warrants to purchase shares of Common Stock
under the Warrant Agreement.




     (b) Following the filing of the Charter Amendment, the authorized capital stock of Group will
consist of 100,000,000 shares of New Common Stock and 25,000,000 shares of preferred stock, par
value $.01 per share. As of the Effective Time, after giving effect to the consummation of the
Recapitalization and the Merger and assuming that no outstanding options to acquire shares of
Common Stock or warrants to purchase shares of Common Stock are exercised after the date hereof and
assuming that no fractional shares were cashed out pursuant to this Agreement or the Merger
Agreement, (i) 20,000,000 shares of New Common Stock will be issued and outstanding and (ii) no
shares of preferred stock of Group will be issued and outstanding. As of the Closing, all
outstanding shares of New Common Stock will have been duly authorized and validly issued and will
be fully paid and nonassessable and will have been issued in compliance with all applicable
preemptive, participation, rights of first refusal and other similar rights.



     (c) Except as disclosed in the Merger Agreement, there are (i) no securities, options,
warrants, calls, pre-emptive exchange, conversion, purchase or subscription rights, or other
rights, agreements, arrangements or commitments of any kind, contingent or otherwise, that could
require Group to issue, sell or otherwise cause to become outstanding, any shares of capital stock
or other equity or debt interest in Group or require Group to grant or enter into any such option,
warrant, call, subscription, conversion, purchase or other right, agreement, arrangement or
commitment, and no authorization has been given therefor, and (ii) no commitments or agreements of
any kind to which Group or any subsidiary is bound obligating Group to accelerate the vesting or
exercisability of any instrument referred to in clause (i) of this paragraph as a result of this
Agreement, either alone or upon the occurrence of any additional subsequent events.



     (d) Except as disclosed in the Merger Agreement, there are no voting trusts, stockholder
agreements, proxies or other agreements or understandings in effect regarding the governance, the
voting or transfer of any shares of capital stock or any other equity interests in, or any rights
or obligations of any equity holders of, Group.


4.04 Fairness Opinion. The Special Committee has received the written opinion of Houlihan
stating that, based on the assumptions, qualifications and limitations set forth therein, the
Recapitalization is fair to the holders of Common Stock of Group, from a financial point of view.




Article V

Representations and Warranties of Majority Stockholders




     Each Majority Stockholder, severally, but not jointly, represents and warrants to Group as
follows:


5.01 Existence; Authority; Binding Effect. Such Majority Stockholder is duly incorporated
or organized, validly existing and in good standing under the laws of its jurisdiction of
organization. Such Majority Stockholder has full legal capacity and power to execute and deliver
this


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Agreement and any other agreements or instruments executed by it in connection herewith and to
consummate the transactions contemplated herein or therein. This Agreement is, and each other
agreement and instrument to be executed by such Majority Stockholder pursuant to this Agreement
will be, a valid and binding obligation of such Majority Stockholder enforceable in accordance with
its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting
enforcement of creditors’ rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a proceeding in equity or
at law).



5.02 No Violation. Neither the execution and delivery of this Agreement by such Majority
Stockholder nor the consummation of the transactions contemplated hereby pursuant to this Agreement
will (a) result in a default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of (i) the organizational documents
of such Majority Stockholder or (ii) any agreement, lease or other instrument or obligation to
which such Majority Stockholder is a party, or (b) violate any law, order, writ, injunction or
decree applicable to such Majority Stockholder or any of such Majority Stockholder’s assets.



5.03 Title to Shares of Common Stock and Preferred Stock. Subject to Section 3.05
of this Agreement, such Majority Stockholder is the beneficial and record owner of the number of
shares of Common Stock and Preferred Stock set forth opposite its name on Schedule 1
hereto, all of which are held free and clear of any liens, claims and encumbrances other than
ordinary course pledges under such Majority Stockholder’s financing arrangements that will be
released prior to the Effective Time. Such shares represent all of the shares of Common Stock and
Preferred Stock owned, directly or indirectly, by such Majority Stockholder.



5.04 Advice. Each Majority Stockholder acknowledges, agrees, represents and warrants that
it has completed its own independent inquiry and has relied fully upon the advice of its own legal
counsel, accountant, financial and other advisors in determining the legal, tax, financial and
other consequences of this Agreement and the transactions contemplated hereby and the suitability
of this Agreement and the transactions contemplated hereby for such Majority Stockholder and its
particular circumstances.




Article VI

Closing



6.01 Closing. The consummation of the Recapitalization (the “Closing”) shall take
place the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas
75201 (or at such other place upon which the parties hereto may mutually agree), immediately prior
to, and conditioned upon, the consummation of the Merger; provided that the conditions set
forth in Article VII hereof are fulfilled or (subject to the applicable law) waived (such
date and time, the “Effective Time”).




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Article VII

Conditions to Closing



7.01 Conditions to Obligations of the Majority Stockholders. The obligation of each of
the Majority Stockholders to consummate the transactions contemplated herein shall be subject to
the satisfaction (or waiver by such Majority Stockholders) of each of the following conditions:




     (a) the representations and warranties of Group contained in Article IV hereof that
are qualified as to materiality or material adverse effect shall be true and correct in all
respects on and as of the date hereof and the Effective Time, with the same force and effect as
though made on and as of such date, except to the extent that any representation or warranty is
made as of a specified date, in which case such representation or warranty shall be true and
correct as of such specified date, and the representations and warranties that are not so qualified
shall be true and correct in all material respects on and as of the date hereof and the Effective
Time, with the same force and effect as though made on and as of such date, except to the extent
that any representation or warranty is made as of a specified date, in which case such
representation or warranty shall be true and correct in all material respects as of such specified
date, and Group shall have performed or complied with, in all material respects, its covenants
required to be performed or complied with under this Agreement;



     (b) all conditions precedent to the Merger shall have been satisfied or waived and all
deliveries and actions to occur in connection with the consummation of the Merger pursuant to the
Merger Agreement shall have been completed, with the exception of the filing of the articles of
merger with the Secretary of State of the State of Oregon, which shall occur immediately following
the Closing hereunder; and



     (c) no restraining order or injunction issued by any court of competent jurisdiction shall be
in effect prohibiting the consummation of this Agreement or any of the transactions contemplated
hereby.


7.02 Conditions to Obligations of Group. The obligation of Group to consummate the
transactions contemplated herein shall be subject to the satisfaction (or waiver by Group) of each
of the following conditions:




     (a) the representations and warranties of the Majority Stockholders contained in Article
V hereof that are qualified as to materiality shall be true and correct in all respects on and
as of the date hereof and the Effective Time, with the same force and effect as though made on and
as of such date, except to the extent that any representation or warranty is made as of a specified
date, in which case such representation or warranty shall be true and correct as of such specified
date, and the representations and warranties that are not so qualified shall be true and correct in
all material respects on and as of the date hereof and the Effective Time, with the same force and
effect as though made on and as of such date, except to the extent that any representation or
warranty is made as of a specified date, in which case such representation or warranty shall be
true and correct in all material respects as of such specified date, and the Majority Stockholders
shall have performed or complied with, in all material respects, their covenants required to be
performed or complied with under this Agreement;



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     (b) all conditions precedent to the Merger shall have been satisfied or waived and all
deliveries and actions to occur in connection with the consummation of the Merger pursuant to the
Merger Agreement shall have been completed, with the exception of the filing of the articles of
merger with the Oregon Secretary of State, which shall occur immediately following the Closing
hereunder; and



     (c) no restraining order or injunction issued by any court of competent jurisdiction shall be
in effect prohibiting the consummation of this Agreement or any of the transactions contemplated
hereby.



Article VIII

Termination



8.01 Termination.




     (a) This Agreement and the rights and obligations of the parties hereto shall automatically
terminate and be of no further force and effect upon the termination of the Merger Agreement in
accordance with its terms without any action by the parties hereto.



     (b) This Agreement may be terminated by either Group or the Controlling Majority Stockholders
if the Closing has not occurred on or before April 30, 2010; provided, however,
that the terminating party is not in breach of its obligations hereunder in any material respect.



Article IX

Indemnification



9.01 Group hereby agrees to indemnify and hold harmless each Majority Stockholder and its
officers, directors, shareholders, members, managers, employees, agents and attorneys against any
and all losses, claims, damages, liabilities and reasonable expenses (collectively
“Claims”) incurred by each such person in connection with defending or investigating any
such Claims to which any such indemnified party may become subject, insofar as such Claims arise
out of or are based upon any breach of any representation, warranty, covenant or agreement made by
Group in this Agreement.



9.02 Each Majority Stockholder hereby agrees to indemnify and hold harmless Group and its
officers, directors, stockholders, employees, agents and attorneys against any and all Claims
incurred by each such person in connection with defending or investigating any such Claims to which
any such indemnified party may become subject, insofar as such Claims arise out of or are based
upon any breach of any representation, warranty, covenant or agreement made by such Majority
Stockholder in this Agreement.




Article X

Miscellaneous



10.01 Amendments and Waivers. Amendments or modifications to this Agreement may only be
made, and compliance with any term, covenant, agreement, condition or provision set forth herein
may only be omitted or waived (either generally or in a particular instance and either
retroactively or prospectively), upon the written consent of each party hereto.




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10.02 Notices. All notices, requests, consents, reports and demands shall be in writing,
shall be deemed effectively given upon receipt and shall be hand delivered, sent by facsimile or
other electronic transmission (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party), or mailed, postage prepaid, to the
parties hereto at the address set forth below or, in each case, to such other address and/or
facsimile number as may be furnished in writing to the other parties hereto:



If to Group:



Viasystems Group, Inc.

101 South Hanley Road, Suite 400

St. Louis, Missouri 63105

Attention: General Counsel

Facsimile: 314-746-2251



with a copy to:



Weil, Gotshal & Manges LLP.

200 Crescent Court, Suite 300

Dallas, Texas 75201

Attention: R. Scott Cohen

Facsimile: 214-746-7777



If to HM Capital:



Hicks, Muse, Tate & Furst Equity Fund III, LP

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attention: Edward Herring

Facsimile: 214-720-7888



with a copy to:



Hicks, Muse, Tate & Furst Equity Fund III, LP

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attention: David W. Knickel

Facsimile: 214-720-7888




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If to GSC:



GSC Group, Inc.

888 Seventh Avenue

New York, New York 10019

Attention: Phillip Raygorodetsky

Facsimile: 212-583-6184



with a copy to:



Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038

Attention: Brett Lawrence, Esq.

Facsimile: 212-806-1222



If to TCW:



Trust Company of the West

11100 Santa Monica Blvd., Suite 200

Los Angeles, California 90025

Attention: Jason Breaux

Facsimile: 310-235-5965



with a copy to:



Milbank, Tweed, Hadley & McCloy LLP

601 South Figueroa Street

Los Angeles, California 90017

Attention: Brett Goldblatt

Facsimile: 213-892-4771



10.03 Titles and Headings. The section headings herein are for convenience only and shall
not affect the construction hereof.



10.04 Execution in Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall constitute an original but all of which together shall constitute but one and
the same instrument. Multiple counterparts of this Agreement may be delivered via telecopier or
other electronic means, with the intention that they shall have the same effect as an original
counterpart hereof.



10.05 Governing Law; Jurisdiction; Jury Trial. This Agreement shall in all respects be
construed in accordance with and governed by the substantive laws of the State of New York, without
reference to any choice of law rules (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York.
Each party hereby irrevocably submits to the jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of


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any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



10.06 Entire Agreement. This Agreement and the non-disclosure agreements previously
entered into by each Majority Stockholder embody the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof and supersede all prior and
contemporaneous oral or written agreements, representations, warranties, contracts, correspondence,
conversations, memoranda and understandings between or among the parties or any of their agents,
representatives or affiliates relative to such subject matter, including, without limitation, any
term sheets, emails or draft documents.



10.07 Several Liability. Notwithstanding anything to the contrary in this Agreement, the
parties agree that (a) the representations and warranties of each party made in this Agreement are
being made on a several, and not joint, basis, (b) the obligations of each party under this
Agreement are several obligations of each of them and (c) no party shall have any liability for the
breach of any representation, warranty, covenant, commitment or obligation by any other party.



10.08 Specific Enforcement. The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement, without bond or other security being
required, this being in addition to any other remedy to which they are entitled at law or in
equity.



10.09 Remedies Cumulative. Except as otherwise provided herein, all rights and remedies
of the parties under this Agreement are cumulative and without prejudice to any other rights or
remedies available at law or in equity.



10.10 Survival. Unless this Agreement is terminated in accordance with Article
VIII, the representations, warranties and covenants of the parties contained herein shall
survive the Closing.



10.11 Word Meanings. The words such as “herein,” “hereof,” and “hereunder” refer to this
Agreement as a whole and not merely to a subdivision in which such words appear unless the context
otherwise requires. The singular shall include the plural, and vice versa, unless the


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context otherwise requires. The masculine shall include the feminine and neuter, and vice versa,
unless the context otherwise requires.



10.12 Parties in Interest; Assignment. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto and its successors and assigns and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other person any rights,
benefits or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement
may not be assigned by any party without the prior written consent of the other parties, and any
purported assignment without such consent shall be null and void; provided,
however, that Pearl Street shall be entitled to assign such Agreement to its partners upon
the consummation of the transaction contemplated by Section 3.05 of this Agreement.



10.13 Severability. In the event that one or more provisions of this Agreement shall be
deemed or held to be invalid, illegal or unenforceable in any respect under any applicable law,
this Agreement shall be construed with the invalid, illegal or unenforceable provision deleted, and
the validity, legality and enforceability of the remaining provisions contained herein shall not be
affected or impaired thereby.



10.14 Further Assurances. From time to time, as and when requested by either party, the
other party will execute and deliver, or cause to be executed and delivered, all such documents and
instruments as may be reasonably necessary to consummate the transactions contemplated by this
Agreement.



10.15 Payment of Expenses. Each party shall pay the fees and expenses of its advisors,
counsel, accountants and other experts, if any, and all other expenses, incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement.




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	GROUP:



VIASYSTEMS GROUP, INC.

 	 
	 	By:  	/s/ Gerald G. Sax	 
	 	 	Name:  	Gerald G. Sax 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	MAJORITY STOCKHOLDERS:



HM Capital



Hicks, Muse, Tate & Furst Equity Fund III,
L.P.

 	 
	 	By:  	HM3/GP Partners, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                  Hicks, Muse GP Partners III, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                  Hicks, Muse Fund III Incorporated,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David W. Knickel 	 
	 	 	Name:  	David W. Knickel 	 
	 	 	Title:  	Vice President 	 
	 



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	 	HMTF Equity Fund IV (1999), L.P.

 	 
	 	By:  	HM4/GP (1999) Partners, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	               Hicks, Muse GP (1999) Partners IV, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	               Hicks, Muse (1999) Partners IV, LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David W. Knickel
 	 
	 	 	Name:  	David W. Knickel 	 
	 	 	Title:  	Vice President 	 
	 
	 	HM3 Coinvestors, L.P.

 	 
	 	By:  	Hicks, Muse GP Partners III, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                  Hicks, Muse Fund III Incorporated,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David W. Knickel
 	 
	 	 	Name:  	David W. Knickel 	 
	 	 	Title:  	Vice President 	 
	 



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	 	HMTF Private Equity Fund IV (1999), L.P.

 	 
	 	By:  	HM4/GP (1999) Partners, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	               Hicks, Muse GP (1999) Partners IV, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	               Hicks, Muse (1999) Partners IV, LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David W. Knickel
 	 
	 	 	Name:  	David W. Knickel 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hicks, Muse, PG-IV (1999), C.V.

 	 
	 	By:  	HM Equity Fund IV/GP Partners (1999),
 	 
	 	 	C.V., its general partner 	 
	 	 	 
	 	By:  	                 HM GP Partners IV Cayman, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                 HM Fund IV Cayman, LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David W. Knickel
 	 
	 	 	Name:  	David W. Knickel 	 
	 	 	Title:  	Vice President 	 
	 



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	 	HM4-EQ (1999) Coinvestors, L.P.

 	 
	 	By:  	Hicks, Muse GP (1999) Partners IV, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	               Hicks, Muse (1999) Fund IV, LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David W. Knickel
 	 
	 	 	Name:  	David W. Knickel 	 
	 	 	Title:  	Vice President 	 
	 
	 	HM4-SBS (1999) Coinvestors, L.P.

 	 
	 	By:  	Hicks, Muse GP (1999) Partners IV,
 	 
	 	 	L.P., its general partner 	 
	 	 	 
	 	By:  	                 Hicks, Muse (1999) Partners IV, LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David W. Knickel
 	 
	 	 	Name:  	David W. Knickel 	 
	 	 	Title:  	Vice President 	 
	 



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	 	Pearl Street II, L.P.

 	 
	 	By:  	Pearl Street II GP, LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                 Hicks, Muse, Tate & Furst Equity Fund
 	 
	 	 	   III, L.P., 	 
	 	 	a member 	 
	 	 	 
	 	By:  	                 HM3/GP Partners, L.P.,
 	 
	 	 	its general partner 	 
	 
	 	By:  	     Hicks, Muse GP Partners III, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                 Hicks, Muse Fund III Incorporated,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David W. Knickel
 	 
	 	 	Name:  	David W. Knickel 	 
	 	 	Title:  	Vice President 	 
	 



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	 	GSC



GSC Partners CDO Fund, Limited

 	 
	 	By:  	/s/ Seth Katzenstein	 
	 	 	Name:  	Seth Katzenstein	 
	 	 	Title:  	Authorized Signatory	 
	 
	 	GSC Partners CDO Fund II, Limited

 	 
	 	By:  	/s/ Seth Katzenstein	 
	 	 	Name:  	Seth Katzenstein 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	GSC Recovery II, L.P.

 	 
	 	By:  	GSC Recovery II GP, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	GSC RII, LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                       GSCP (NJ) Holdings, L.P.,
 	 
	 	 	its sole member 	 
	 	 	 
	 	By:  	                       GSCP (NJ), Inc.
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	 /s/ Philip Raygorodetsky
 	 
	 	 	Name:  	Philip Raygorodetsky 	 
	 	 	Title:  	Senior Managing Director 	 
	 



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	 	GSC Recovery IIA, L.P.

 	 
	 	By:  	GSC Recovery IIA GP, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                      GSC RIIA, LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	                      GSCP (NJ) Holdings, L.P.,
 	 
	 	 	its sole member 	 
	 	 	 
	 	By:  	                      GSCP (NJ), Inc.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ Philip Raygorodetsky
 	 
	 	 	Name:  	Philip Raygorodetsky 	 
	 	 	Title:  	Senior Managing Director 	 
	 



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	 	TCW



TCW Shared Opportunities Fund III, L.P.

 	 
	 	By:  	TCW Asset Management Company,
 	 
	 	 	its Investment Adviser 	 
	 	 	 
	 	By:  	/s/ Jason A. Breaux
 	 
	 	 	Name:  	Jason A. Breaux	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Richard H. Stevenson
 	 
	 	 	Name:  	Richard H. Stevenson 	 
	 	 	Title:  	Senior Vice President 	 
	 



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