**Exhibit
10.1(c)**
 
 **THIRD
AMENDMENT AND FIRST WAIVER TO THE CREDIT AGREEMENT**
 
  THIRD
AMENDMENT AND FIRST WAIVER, dated as of October 7, 2004 (the “ Amendment
and Waiver ”), to
the Credit Agreement, dated as of January 31, 2003, as amended by the First
Amendment dated as of March 19, 2003 and as further amended by the Second
Amendment dated as of December 3, 2003 (the “ Credit
Agreement ”), among
VIASYSTEMS GROUP, INC. (“ Holdings ”),
VIASYSTEMS, INC. (the “ Borrower ”), the
several banks and other financial institutions from time to time parties thereto
(the “ Existing
Lenders ” and,
together with the Replacement Tranche B Term Lenders (as defined below), the
“ Lenders ”) and
JPMORGAN CHASE BANK, as administrative agent for the Lenders (in such capacity,
the “ Administrative
Agent ”).
  W  I  T  N  E  S  S  E  T  H :
 
  WHEREAS,
Holdings, the Borrower, the Existing Lenders and the Administrative Agent are
parties to the Credit Agreement; and
  WHEREAS,
the Borrower has requested that the Lenders agree to amend the Credit Agreement
(i) to provide for the Tranche B Term Loan Refinancing (as defined herein) and
(ii) to waive certain provisions relating to the application of mandatory
prepayments of Net Cash Proceeds, in each case, as otherwise more fully
described herein; and
  WHEREAS,
the Lenders participating in the Tranche B Term Loan Refinancing understand that
the Replacement Tranche B Term Loans (as defined herein) will be secured to the
same extent as the Original Tranche B Term Loans, and are a Second Priority
Obligation as defined in the Intercreditor Agreement; and
  WHEREAS,
the parties hereto are willing to agree to such amendment, but only upon the
terms and subject to the conditions set forth herein; and
  WHEREAS,
Holdings and the Borrower have asked J.P. Morgan Securities Inc. to act as
exclusive sole lead arranger and sole bookrunner for this Amendment and Waiver
and J.P. Morgan Securities Inc. has agreed to serve in such
capacity;
  NOW
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
  1. Defined
Terms . Unless
otherwise defined herein, capitalized terms that are defined in the Credit
Agreement are used herein as therein defined.
  2. Amendments
to Subsection 1.1 . (a)
Subsection 1.1 of the Credit Agreement is hereby amended by inserting, in proper
alphabetical order, the following new or substitute defined terms and related
definitions:
  “ Continuing
Tranche B Term Lender ”: any
Lender which holds Original Tranche B Term Loans prior to the Repricing
Effective Date and a Replacement Tranche B Term Loan Commitment from and after
the Repricing Effective Date. Any Continuing Tranche Lender shall be deemed a
Replacement Tranche B Term Lender from and after the Repricing Effective
Date.
  2
   “ Converted
Tranche B Term Loan ”: as
defined in Subsection 4.1(b) hereof.
  “ Original
Tranche B Term Loan Commitment ”: as to
any Lender, the obligation of such Lender to make an Original Tranche B Term
Loan to the Borrower hereunder on the Closing Date. The original aggregate
amount of the Original Tranche B Term Loan Commitment is
$378,467,819.18.
  “ Original
Tranche B Term Loan Lenders ”:
Lenders which hold the Original Tranche B Term Loans immediately prior to the
Repricing Effective Date.
  “ Original
Tranche B Term Loans ”: the
tranche B term loans made to the Borrower pursuant to the Credit Agreement on
the Closing Date. As of the Repricing Effective Date, each of the Original
Tranche B Term Loan Commitment and the aggregate outstanding principal amount of
Original Tranche B Term Loans is $0.
  “ Replacement
Tranche B Term Lender ”: each
Lender which has a Replacement Tranche B Term Loan Commitment or which has
made a Replacement Tranche B Term Loan.
  “ Replacement
Tranche B Term Loan Commitment ”: as to
any Lender, the obligation of such Lender, if any, to make a Replacement Tranche
B Term Loan to the Borrower hereunder in a principal amount not to exceed the
amount agreed to by the Borrower, the Administrative Agent and such Lender. The
original aggregate amount of the Replacement Tranche B Term Loan Commitments is
$265,000,000.
  “ Replacement
Tranche B Term Loans ”: as
defined in Subsection 4.1(a) hereof.
  “ Repricing
Effective Date ”: the
date on which the conditions precedent set forth in Section 15 of the Third
Amendment and First Waiver shall have been satisfied or waived, which date is
October 7, 2004.
  “ Tranche
B Term Loan Commitment ”: prior
to the Repricing Effective Date, the Original Tranche B Term Loan Commitment,
and from and after the Repricing Effective Date, the Replacement Tranche B Term
Loan Commitment.
  “ Tranche
B Term Loan Lenders ”: prior
to the Repricing Effective Date, the Original Tranche B Term Loan Lenders and
from and after the Repricing Effective Date, the Replacement Tranche B Term Loan
Lenders.
  “ Tranche
B Term Loan Refinancing ”: the
refinancing in full of the outstanding Original Tranche B Term Loans with the
proceeds of the Replacement Tranche B Term Loans.
  “ Tranche
B Term Loans ”: prior
to the Repricing Effective Date, the Original Tranche B Term Loans and from and
after the Repricing Effective Date, the Replacement Tranche B Term
Loans.
  (b)     The
definition of “Applicable Margin” contained in Subsection 1.1 of the Credit
Agreement is hereby amended by (i) replacing 4.25% with 3.25% in the Applicable
Margin column for Base Rate Loans with respect to Tranche B Term Loans and (ii)
replacing 5.25% with 4.25% in the Applicable Margin column for Eurodollar Rate
Loans with respect to Tranche B Term Loans.
  3. Amendment
to Subsection 4.1 .
Subsection 4.1 of the Credit Agreement is hereby amended in its entirety as
follows:
  3
  
 “4.1 Tranche
B Term Loans . (a) The
Original Tranche B Term Loans were made to the Borrower on the Closing Date.
Subject to the terms and conditions hereof, each Replacement Tranche B Term Loan
Lender severally agrees to make a tranche B term loan (or, in the case of a
Continuing Tranche B Term Lender, pursuant to clause (b) of this subsection, to
elect to convert or exchange all of such Continuing Tranche B Term Lender’s
Original Tranche B Term Loans) (collectively, the “ Replacement
Tranche B Term Loans ”) to the
Borrower on the Repricing Effective Date in an amount not to exceed the amount
of the Replacement Tranche B Term Loan Commitment of such Lender. The
Replacement Tranche B Term Loans may from time to time be Eurodollar Loans or
Base Rate Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 4.2 and 5.4.
  (b)     In
connection with the making of the Replacement Tranche B Term Loans pursuant to
clause (a) above, by delivering notice to the Administrative Agent two Business
Days prior to the Repricing Effective Date, any Continuing Tranche B Term Lender
may elect to make all of such Lender’s Replacement Tranche B Term Loans
requested by the Borrower in accordance with Subsection 4.2 to be made on the
Repricing Effective Date by converting or exchanging all of the outstanding
principal amount of the Original Tranche B Term Loans held by such Lender into
Replacement Tranche B Term Loans (each, a “ Converted
Tranche B Term Loan ”). On
the Repricing Effective Date, the Converted Tranche B Term Loans shall be
converted or exchanged for all purposes of this Agreement into Replacement
Tranche B Term Loans, and the Administrative Agent shall record in the Register
the aggregate amounts of Converted Tranche B Term Loans converted or exchanged
into Replacement Tranche B Term Loans. Any written notice to the Administrative
Agent delivered by an applicable Lender pursuant to this subsection shall
specify the amount of such Lender’s Replacement Tranche B Term Loan Commitment
and the principal amount of the Original Tranche B Term Loans held by such
Lender that are to be converted or exchanged into Replacement Tranche B Term
Loans. From and after the Repricing Effective Date, Converted Tranche B Term
Loans shall constitute Replacement Tranche B Term Loans for all purposes of this
Agreement.
  (c)     Notwithstanding
any provision of this Agreement, the provisions of Subsections 7.6, 7.7, 7.8 and
15.5 as in effect immediately prior to the Repricing Effective Date will
continue to be effective as to all matters arising out of or in any way related
to facts or events existing or occurring prior to the Repricing Effective
Date.”
  4. Amendment
to Subsection 4.2 .
Subsection 4.2 of the Credit Agreement is hereby amended in its entirety as
follows:
  “4.2 Procedure
for Replacement Tranche B Term Loan Borrowing . The
Borrower shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 10:00 A.M., New York City
time, on the Repricing Effective Date) requesting (i) that the Replacement
Tranche B Term Lenders make Replacement Tranche B Term Loans or (ii) that the
Continuing Tranche B Term Lenders convert or exchange Converted Tranche B Term
Loans into Replacement Tranche B Term Loans on the Repricing Effective Date. The
Replacement Tranche B Term Loans shall initially be Base Rate Loans. Upon
receipt of such notice the Administrative Agent shall promptly notify each
Replacement Tranche B Term Lender and Continuing Tranche B Term Lender thereof.
Not later than 12:00 Noon, New York City time, on the Repricing Effective Date,
each Replacement Tranche B Term Lender shall make available to the
Administrative Agent at the office of the Administrative Agent specified in
Subsection 15.2 an amount in immediately available funds equal to the
Replacement Tranche B Term Loan to be made by such Lender. The Administrative
Agent shall credit the account of the Borrower on the books of such office of
the Administrative Agent with the aggregate of the
   4
  amounts made available to the Administrative Agent by
the Replacement Tranche B Term Lenders to the repayment in full of principal of
each of the Original Tranche B Term Loans that are not Converted Tranche B Term
Loans.”
  5. New
Subsection 4.3 . New
Subsection 4.3 of the Credit Agreement is hereby inserted immediately after
Subsection 4.2 as follows:
  “4.3 Amortization
of Tranche B Term Loans . The
Tranche B Term Loans shall be payable in nineteen (19) consecutive quarterly
installments on the dates and in principal amount equal to the amount set forth
below (together with accrued interest thereon) opposite the applicable
installment date:
 
 Installment
    
    AmountMarch
      31, 2005
    
    662,500September
      30, 2005
    
    662,500December
      31, 2005
    
    662,500March
      31, 2006
    
    662,500June
      30, 2006
    
    662,500September
      30, 2006
    
    662,500December
      31, 2006
    
    662,500March
      31, 2007
    
    662,500June
      30, 2007
    
    662,500September
      30, 2007
    
    662,500December
      31, 2007
    
    662,500March
      31, 2008
    
    662,500June
      30, 2008
    
    662,500September
      30, 2008
    
    662,500December
      31, 2008
    
    662,500March
      31, 2009
    
    662,500June
      30, 2009
    
    662,500September
      30, 2009
    all
      amounts then outstanding in respect of the Tranche B Term
      Loans
 
  6. Amendment
to Subsection 5.2 .
Subsection 5.2 of the Credit Agreement is hereby amended by adding new clause
(c) as follows:
  “(c)     Each
optional prepayment of the Replacement Tranche B Term Loans effected on or prior
to the first anniversary of the Repricing Effective Date with the proceeds of a
substantially concurrent issuance or incurrence of Term Loans under this
Agreement, as amended, amended and restated, supplemented, waived or otherwise
modified from time to time (excluding a refinancing of all of the Loans and
Commitments hereunder with another transaction not permitted by this Agreement
(as determined prior to giving effect to any amendment or waiver of this
Agreement being adopted in connection with such transaction)), shall be
accompanied by a prepayment fee of 1.0% of the aggregate amount of such
prepayments if any of the interest rates payable in respect of such Term Loans
is less than the corresponding interest rate that would have been payable in
respect of the Replacement Tranche B Term Loans.”
   5
  7. Amendment
to Subsection 7.1(d) .
Subsection 7.1(d) of the Credit Agreement is hereby amended in its entirety, as
follows:
  “(d)     Interest
shall be payable in arrears on each Interest Payment Date; provided , that
interest accruing pursuant to paragraph (c) of this subsection shall be payable
from time to time on demand; provided , further , that
all unpaid interest through the Repricing Effective Date on Converted Tranche B
Term Loans shall be deemed to be due on the Repricing Effective
Date.
  8. Amendment
to Subsection 10.14 .
Subsection 10.14 of the Credit Agreement is hereby amended by replacing the last
sentence therein with the following:
  “Use the
Term Loans solely to refinance obligations of the Borrower under the
Pre-Petition Credit Agreement; provided , that
the proceeds of the Replacement Tranche B Term Loans shall be used for the
Tranche B Term Loan Refinancing and for general corporate purposes (including to
finance the working capital needs) of the Borrower and its
Subsidiaries.”
  9. Prepayment
Notice . The
Required Lenders under the Existing Credit Facility hereby waive the
requirements of Subsection 5.2(a) of the Credit Agreement to the extent, but
only to the extent, such subsection requires more than one Business Day’s notice
of repayment to be given in connection with the Tranche B Term Loan
Refinancing.
  10. Term
Loan Refinancing . The
Borrower hereby irrevocably directs the Administrative Agent (a) to apply the
proceeds of the Replacement Tranche B Term Loans being funded (and not being
converted or exchanged) immediately upon the receipt thereof to prepay the
outstanding principal of the Original Tranche B Term Loans and (b) with respect
to all Converted Tranche B Term Loans, to take such action as is deemed
necessary or appropriate to effectuate the conversion of such Original Tranche B
Term Loans into Replacement Tranche B Term Loans in the manner described in
paragraph (b) of Subsection 4.1 of the Credit Agreement as amended
hereby.
  11. Amendment
to Subsection 1.1 .
Subsection 1.1 of the Credit Agreement is hereby amended by inserting, in proper
alphabetical order, the following new or substitute defined terms and related
definitions:
  “ Third
Amendment and First Waiver ”: the
Third Amendment and First Waiver dated as of October 7, 2004 to this
Agreement.
  “ Third
Amendment and First Waiver Effective Date ”: the
date on which the conditions precedent set forth in Section 16 of the Third
Amendment and First Waiver shall have been satisfied or waived, which date is
October 7, 2004.
  12. Amendment
to Subsection 11.19 .
Subsection 11.19 of the Credit Agreement is hereby amended by changing the
amount “$25,000,000” to “$35,000,000”.
  13. Waiver
to Credit Agreement . The
Lenders hereby agree to waive, effective as of the Third Amendment and First
Waiver Effective Date, any mandatory prepayment requirements pursuant to
Subsection 5.3(a) in connection with Net Cash Proceeds received by the Borrower
in connection with the Borrower’s rights offering occurring substantially
simultaneously with this Amendment and Waiver, and any restriction pursuant to
Subsection 11.8(b) or 11.9(b), if any, on the use of such Net Cash Proceeds for
Investments or Capital Expenditures; provided , that
such Net Cash Proceeds are used by the Borrower to increase cash on hand and to
fund certain capital expenditure projects related to the Asian PCB operations,
as previously disclosed to the Administrative Agent.
   6
  14. Release
of Collateral . Upon
the effectiveness of this Amendment and Waiver, the Administrative Agent shall
release (i) 35% of the shares of Viasystems Luxembourg S.a.r.l. pledged pursuant
to the Credit Agreement and (ii) each of the three intercompany notes from
Viasystems Group Limited, as Issuer and Viasystems International, Inc., as Payee
thereunder, upon evidence satisfactory to the Administrative Agent that all
obligations thereunder have been satisfied or waived.
  15. Conditions
to Effectiveness of paragraphs 1 through 10 of this Amendment and
Waiver .
Paragraphs 1 through 10 of this Amendment and Waiver shall become effective upon
the date (the “ Repricing
Effective Date ”) when
the following conditions are satisfied or waived (provided that all such
conditions must be satisfied on or prior to October 7, 2004):
  (a) Amendment
and Waiver to Credit Agreement . The
Administrative Agent shall have received counterparts of this Amendment and
Waiver, duly executed and delivered by Holdings, the Borrower and the
Administrative Agent, and the Administrative Agent shall have received Lender
Consent Letters (in the form attached hereto) of each Lender with a Replacement
Tranche B Term Loan Commitment and the Existing Lenders constituting the
“Required Lenders” under the Credit Agreement.
  (b) Fees .
  (A)     The
Administrative Agent shall have received all fees required to be paid on or
before the Repricing Effective Date, and all expenses required to be paid on or
before the Repricing Effective Date for which invoices have been timely
presented.
  (B)     The
Borrower also agrees to pay to the Administrative Agent on the Repricing
Effective Date by intrabank transfer of immediately available funds all accrued
interest payable pursuant to Subsection 7.1(d) of the Credit Agreement, as
amended hereby, and any amounts payable pursuant to Subsection 7.8(d) of the
Credit Agreement as a result of the Tranche B Term Loan
Refinancing.
  (c) Rights
Offering . The
Borrower shall have received (or concurrently receive) aggregate gross cash
proceeds of at least $50,000,000 in connection with a rights offering, the Net
Cash Proceeds of which shall be used to increase cash on hand and to fund
certain capital expenditure projects as previously disclosed to the
Administrative Agent.
  (d) Junior
Preferred Stock .
$30,000,000 worth of the Borrower’s Class A junior preferred stock shall have
been converted to common stock of the Borrower.
  (e) Security
Documents . The
Administrative Agent shall have received the Acknowledgment and Confirmation,
substantially in the form of Annex 1 hereto, executed and delivered by an
authorized officer of Holdings, the Borrower and each other Credit
Party.
  (f) Tranche
B Term Loan Refinancing . The
Tranche B Term Loan Refinancing shall have been consummated or arrangements
reasonably satisfactory to the Administrative Agent shall have been made for the
consummation thereof.
  (g) Closing
Certificate . The
Administrative Agent shall have received a certificate of each Credit Party,
dated the Repricing Effective Date, substantially in the form of Exhibit C to
the Credit Agreement, with appropriate insertions and attachments.
   7
  (h) Legal
Opinions . The
Administrative Agent shall have received the legal opinion of Weil, Gotshal
& Manges LLP, counsel to Holdings, the Borrower and its Subsidiaries,
substantially in the form of the opinion given in connection with the Credit
Agreement (with such changes as may be agreed by the Administrative
Agent).
  (i) No
Default . No
Default or Event of Default shall have occurred and be continuing on such date
or after giving effect to the transactions (including the amendments and waiver
to the Credit Agreement) contemplated herein.
  (j) Representations
and Warranties . Each of
the representations and warranties made by the Credit Parties in or pursuant to
the Loan Documents shall be true and correct in all material respects on and as
of the date hereof, before and after giving effect to the effectiveness of this
Amendment and Waiver, as if made on and as of the date hereof, except to the
extent such representations and warranties expressly relate to a specific
earlier date, in which case such representations and warranties were true and
correct as of such earlier date.
  16. Conditions
to Effectiveness of paragraphs 11 through 14 of this Amendment and
Waiver .
Paragraphs 11 through 14 of this Amendment and Waiver shall become effective
upon the date (the “ Third
Amendment and First Waiver Effective Date ”) when
the following conditions are satisfied or waived (provided that all such
conditions must be satisfied on or prior to October 7, 2004):
  (a) Amendment
and Waiver to Credit Agreement . The
Administrative Agent shall have received counterparts of this Amendment and
Waiver, duly executed and delivered by Holdings, the Borrower and the
Administrative Agent, and the Administrative Agent shall have received Lender
Consent Letters (in the form attached hereto) of the Existing Lenders
constituting each of (i) the “Required Lenders” under the Credit Agreement and
(ii) the Majority Facility Lenders under the Credit Agreement in respect of the
Tranche B Term Loan Facility.
  (b) Fees . The
Administrative Agent shall have received all fees required to be paid on or
before the Third Amendment and First Waiver Effective Date, and all expenses
required to be paid on or before the Third Amendment Effective Date for which
invoices have been timely presented.
  (c) Rights
Offering . The
Borrower shall have received (or concurrently receive) aggregate gross cash
proceeds of at least $50,000,000 in connection with a rights offering, the Net
Cash Proceeds of which shall be used to increase cash on hand and to fund
certain capital expenditure projects as previously disclosed to the
Administrative Agent.
  (d) Junior
Preferred Stock .
$30,000,000 worth of the Borrower’s Class A junior preferred stock shall have
been converted to common stock of the Borrower.
  (e) No
Default . No
Default or Event of Default shall have occurred and be continuing on such date
or after giving effect to the transactions (including the amendments and waiver
to the Credit Agreement) contemplated herein.
  (f) Representations
and Warranties . Each of
the representations and warranties made by the Credit Parties in or pursuant to
the Loan Documents shall be true and correct in all material respects on and as
of the date hereof, before and after giving effect to the effectiveness of this
Amendment and Waiver, as if made on and as of the date hereof, except to the
extent such representations and warranties expressly relate to a specific
earlier date, in which case such representations and warranties were true and
correct as of such earlier date.
   8
  17. Continuing
Effect of the Credit Agreement . This
Amendment and Waiver shall not constitute an amendment or waiver of any
provision of the Credit Agreement not expressly referred to herein and shall not
be construed as an amendment, waiver or consent to any further or future action
on the part of the Credit Parties that would require an amendment, waiver or
consent of the Lenders or the Administrative Agent. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect.
  18. Counterparts . This
Amendment and Waiver may be executed by one or more of the parties hereto on any
number of separate counterparts (including by facsimile or other suitable means
of electronic transmission of a signed counterpart, such as a pdf file), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
  19. GOVERNING
LAW . THIS
AMENDMENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 
 [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
  
  IN
WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
 
 VIASYSTEMS
      GROUP, INC.By: 
      /s/ David J. WebsterName:
      David J. WebsterTitle:
      Chief Administrative OfficerVIASYSTEMS,
      INC.By: 
      /s/ David J. WebsterName:
      David J. WebsterTitle:
      Chief Administrative OfficerJPMORGAN
      CHASE BANK, as Administrative Agent and as a LenderBy: 
      /s/ Robert AnastasioName:
      Robert AnastasioTitle:
      Vice President
 
 
 
 
 
 
 
 
 
 
 
 Viasystems
Third Amendment and First Waiver Signature Page October 2004