8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 9, 2014

VIASYSTEMS GROUP, INC.

(Exact Name Of Registrant As Specified In Charter)

Delaware	001-15755	75-2668620
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 South Hanley Road

St. Louis, MO 63105

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (314) 727-2087

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

Third Supplemental Indenture. On April 9, 2014, Viasystems Group, Inc., (the “Company”), Viasystems, Inc., a subsidiary of the Company, the guarantors (named therein), and Wilmington Trust, National Association, as trustee (the “Trustee”), entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) which amended and supplemented the definition of “Permitted Liens” in the existing indenture dated as of April 30, 2012 among Viasystems, Inc., the guarantor parties thereto and the Trustee, as previously amended by supplemental indentures dated as of May 2, 2012 and June 27, 2012.

The foregoing description of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Supplemental Indenture which is attached hereto as Exhibit 4.1 and the contents thereof are incorporated herein by reference.

Amendment No. 9 to Loan and Security Agreement. On April 9, 2014, Viasystems Technologies Corp., L.L.C., Viasystems Corporation, Viasystems Sales, Inc., DDi Cleveland Holdings Corp., Coretec Building Inc., and Trumauga Properties, Ltd., as borrowers (the “Borrowers”), and Viasystems, Inc., as guarantor (the “Guarantor”), entered into Amendment No. 9 to Loan and Security Agreement (“Amendment No. 9”) by and among the Borrowers, the Guarantor, and Wells Fargo Capital Finance, LLC, as agent and lender, in respect of the Loan and Security Agreement dated as of February 16, 2010, by and among the Borrowers, the Guarantor, the agent and the lenders named therein. The full text of Amendment No. 9 is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On April 9, 2014, the Company issued a press release announcing that Viasystems, Inc., a wholly owned subsidiary of the Company, has received requisite consents for the previously announced solicitation of consents from holders of its 7.875% Senior Secured Notes due 2019. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
4.1	Third Supplemental Indenture, dated as of April 9, 2014, among Viasystems Group, Inc., Viasystems, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee
10.1	Amendment No. 9 to Loan and Security Agreement, dated as of April 9, 2014, and among Viasystems Technologies Corp., L.L.C., Viasystems Corporation, Viasystems Sales, Inc., DDi Cleveland Holdings Corp., Coretec Building Inc., and Trumauga Properties, Ltd., as Borrowers, Viasystems, Inc., as Guarantor, and Wells Fargo Capital Finance, LLC, as Agent and Lender.
99.1	Press release issued by the Company entitled “Viasystems Announces the Receipt of Requisite Consents in Consent Solicitation for 7.875% Senior Secured Notes Due 2019.”

SIGNATURES

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

VIASYSTEMS GROUP, INC.
By:	/s/ Daniel J. Weber
	Daniel J. Weber
	Vice President and General Counsel

Date: April 9, 2014

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Third Supplemental Indenture, dated as of April 9, 2014, among Viasystems Group, Inc., Viasystems, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee
10.1	Amendment No. 9 to Loan and Security Agreement, dated as of April 9, 2014, and among Viasystems Technologies Corp., L.L.C., Viasystems Corporation, Viasystems Sales, Inc., DDi Cleveland Holdings Corp., Coretec Building Inc., and Trumauga Properties, Ltd., as Borrowers, Viasystems, Inc., as Guarantor, and Wells Fargo Capital Finance, LLC, as Agent and Lender.
99.1	Press release issued by the Company entitled “Viasystems Announces the Receipt of Requisite Consents in Consent Solicitation for 7.875% Senior Secured Notes Due 2019.”

EX-4.1

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

This Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of April 9, 2014, among Viasystems, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture) listed on the signature pages hereto, Viasystems Group, Inc., a Delaware corporation (the “Guaranteeing Parent”) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of April 30, 2012, as amended and supplemented by the First Supplemental Indenture, dated as of May 2, 2012 and the Second Supplemental Indenture dated as of June 27, 2012 (collectively, the “Indenture”), pursuant to which the Company has issued $550,000,000 initial aggregate principal amount of the Company’s 7.875% Senior Secured Notes due 2019 (the “Existing Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the Trustee, as applicable, may amend or supplement certain of the provisions of the Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes outstanding, voting as a single class;

WHEREAS, the Company distributed a Consent Solicitation Statement, dated as of April 1, 2014 (the “Consent Solicitation Statement”), in order to solicit consents (the “Consent Solicitation”) from the Holders to the amendment to the Indenture contained herein (the “Amendment”);

WHEREAS, Holders of at least a majority in aggregate principal amount of the Existing Notes outstanding have given and, as of the date hereof, have not withdrawn their consent to the Amendment;

WHEREAS, the amendment contained herein may be effected with the consent of a majority of Holders; and

WHEREAS, the execution of this Third Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture and all acts and requirements necessary to make this Third Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee in accordance with its terms have been done.

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

ARTICLE 1

NATURE OF AMENDMENT

Section 1.01 Nature of Amendment.

This Third Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

ARTICLE 2

AMENDMENTS

Section 2.01 Amendment to Section 1.01 of the Indenture.

Section 1.01 of the Indenture is hereby amended as follows:

The definition of “Permitted Liens” is amended to delete the word “and” at the end of clause (17), delete the period and add “; and” at the end of clause (18) and add the following clause thereafter:

(19) Liens on Shared Collateral held by the Collateral Trustee securing Additional Notes in an aggregate principal amount of not more than $50.0 million and the Note Guarantees in respect of such Additional Notes, so long as such Additional Notes and Note Guarantees are issued no later than June 30, 2014.

ARTICLE 3

EFFECTIVENESS

Section 3.01 Effectiveness of Third Supplemental Indenture.

This Third Supplemental Indenture shall become effective upon its execution and delivery by the parties hereto. Notwithstanding the foregoing, the amendment set forth in Article 2 above shall become operative only when all conditions to the Consent Solicitation have been met and the Holders of Existing Notes have received the consent fee described in the Consent Solicitation Statement. If, after the date hereof, the Consent Solicitation is terminated or withdrawn or the other conditions set forth in this Section 3.01 are not satisfied, the amendment set forth in Article 2 hereof shall have no effect and the Indenture shall be deemed to be amended so that it reads the same as it did immediately prior to the date hereof.

ARTICLE 4

MISCELLANEOUS

Section 4.01 Ratification of Indenture.

The Indenture, as supplemented and amended by this Third Supplemental Indenture, is ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 4.02 No Recourse Against Others.

No past, present or future director, officer, employee, incorporator, stockholder or agent of the Company or any Guarantor shall have any liability for any obligations of the Company or any Guarantor under the Note Documents or this Third Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 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.

Section 4.03 Successors.

All agreements of the Company and the Guarantors in this Third Supplemental Indenture, the Indenture, the Notes and the Note Guarantees shall bind their respective successors. All agreements of the Trustee in this Third Supplemental Indenture, and in the Indenture shall bind its successor.

Section 4.04 Duplicate Originals.

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

Section 4.05 Severability.

In case one or more of the provisions in this Third Supplemental Indenture, in the Indenture, in the Notes or in the Note Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 4.06 Capitalized Terms.

All capitalized terms contained in this Third Supplemental Indenture shall, except as specifically provided for herein and except as the context may otherwise require, have the meanings given to such terms in the Indenture.

Section 4.07 Section References.

Section references contained in this Third Supplemental Indenture are to sections in this Third Supplemental Indenture unless the context requires otherwise.

Section 4.08 Headings.

The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Third Supplemental Indenture.

Section 4.09 Recitals.

The recitals hereto are statements only of the Company and the Guarantors and shall not be considered statements of or attributable to the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture.

Section 4.10 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD 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.

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

Viasystems, Inc.
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President, General Counsel and Secretary
Viasystems Corporation, as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary
Viasystems Technologies Corp., L.L.C., as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President, General Counsel and Secretary
Viasystems Sales, Inc., as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary

Coretec Building Inc.,
as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary
DDi Cleveland Holdings Corp., as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary
Trumauga Properties, Ltd., as Guarantor
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President and Secretary
Viasystems Group, Inc., as Guaranteeing Parent
By	/s/ Daniel J. Weber
Name: Daniel J. Weber
Title: Vice President, General Counsel and Secretary

Wilmington Trust, National Association,
as Trustee
By	/s/ Lynn M. Steiner
Name: Lynn M. Steiner
Title: Vice President

EX-10.1

Exhibit 10.1

AMENDMENT NO. 9 TO LOAN AND

SECURITY AGREEMENT, CONSENT AND WAIVER

This AMENDMENT NO. 9 TO LOAN AND SECURITY AGREEMENT, CONSENT AND WAIVER, dated as of April 9, 2014 (this “Amendment No. 9”), is by and among Wells Fargo Capital Finance, LLC, successor by merger to Wachovia Capital Finance Corporation (New England), in its capacity as agent pursuant to the Loan Agreement defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Viasystems Technologies Corp., L.L.C., a Delaware limited liability company (“Technologies”), Viasystems Corporation, an Oregon corporation formerly known as Merix Corporation (“Merix”), Viasystems Sales, Inc., a Delaware corporation formerly known as DDi Sales Corp. (“DDi Sales”), DDi Cleveland Holdings Corp., a Delaware corporation (“DDi Cleveland Holdings”), Coretec Building Inc., a Colorado corporation (“Coretec Building”), and Trumauga Properties, Ltd., an Ohio limited liability company, (“Trumauga” and together with Merix, DDi Sales, Technologies, DDi Cleveland Holdings, and Coretec Building, each a “Borrower” and collectively, “Borrowers”), and Viasystems, Inc., a Delaware corporation (“Parent” or “Guarantor”).

W I T N E S S E T H :

WHEREAS, Agent, Lenders, Borrowers and Guarantor have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Loan and Security Agreement, dated as of February 16, 2010, by and among Agent, Lenders, Borrowers and Guarantor, as amended by Amendment No. 1 to Loan and Security Agreement, dated as of March 24, 2010, Amendment No. 2 to Loan and Security Agreement and Waiver, dated as of August 2, 2011, Amendment No. 3 to Loan and Security Agreement, dated as of December 8, 2011, Amendment No. 4 to Loan and Security Agreement and Consent, dated as of April 3, 2012 (“Amendment No. 4”), Amendment No. 5 to Loan and Security Agreement and Other Financing Documents and Consent, dated as of April 16, 2012, Amendment No. 6 to Loan and Security Agreement and Waiver, dated as of April 30, 2012, and Borrower Joinder Agreement, dated June 27, 2012, and Amendment No. 7 to Loan and Security Agreement, dated as of December 28, 2012, and Amendment No. 8 to Loan and Security Agreement and Consent, dated as of December 31, 2013 (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and all other agreements, documents and instruments referred to therein or at any time executed or delivered in connection therewith or related thereto, including, without limitation, this Amendment No. 9 (all of the foregoing, including the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”);

WHEREAS, Parent issued the aggregate principal amount of $550,000,000 of 7.875% Senior Secured Notes (the “New Debt”) pursuant to that certain Indenture, dated as of April 30, 2012, among Parent, certain of its affiliates and Wilmington Trust, National Association, as collateral trustee (in such capacity, “Collateral Trustee”), as amended and supplemented by that certain First Supplemental Indenture, dated as of May 2, 2012, among Parent, certain of its affiliates and the Collateral Trustee (the “First Supplemental Indenture”), that certain Second

Supplemental Indenture, dated as of June 27, 2012, among Parent, certain of its affiliates and the Collateral Trustee (the “Second Supplemental Indenture), and that certain Third Supplemental Indenture, dated as of April 9, 2014, among Parent, certain of its affiliates and the Collateral Trustee (the “Third Supplemental Indenture;” as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “New Debt Indenture”), the proceeds of which were used (among other things) to repay in full the existing Senior Secured Notes and to finance the Specified Merger (as defined in Amendment No. 4);

WHEREAS, Borrowers and Guarantor have advised that Parent intends to incur new secured Indebtedness by issuing additional 7.875% Senior Secured Notes in the aggregate principal amount of $50,000,000 (the “Additional New Debt”), which Additional New Debt will be (a) on substantially the same terms and conditions as set forth in the New Debt Indenture for the New Debt (except as modified by the Fourth Supplemental Indenture), (b) pari passu with the New Debt and (c) secured by liens and security interests on and in the assets of Borrowers and Guarantor that are (i) pari passu with the liens and security interests on and in the assets of Borrowers and Guarantor securing the New Debt and (ii) subordinate to the liens and security interests of Agent securing the Obligations pursuant to the New Debt Intercreditor Agreement;

WHEREAS, Borrowers and Guarantor have requested that Agent and Lenders amend the Loan Agreement in connection with the issuance of the Additional New Debt;

WHEREAS, Borrowers and Guarantor have requested that Agent and Lenders waive a certain Default and Event of Default in connection with the failure of the Borrowers to describe accurately the name change of DDi Global Corp. to Viasystems North America Operations, Inc. on April 1, 2013 (the “Specified Name Change”) and Agent and Lenders have agreed to make such amendments and waiver, subject to the terms and conditions set forth herein; and

WHEREAS, by this Amendment No. 9, Agent, Lenders, Borrowers and Guarantor intend to evidence such amendments, consents and waiver on the terms and subject to the conditions contained herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, the parties hereto agree as follows:

1. Definitions.

(a) Additional Definitions. As used herein, the following terms shall have the meanings given to them below and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, the following definitions:

(i) “Additional New Debt” shall mean the 7.875% Senior Secured Notes issued by Parent on or about the Amendment No. 9 Effective Date in the aggregate principal amount of not more than $50,000,000 pursuant to the New Debt Indenture, as amended or supplemented by the Fourth Supplemental Indenture.

(ii) “Amendment No. 9” shall mean Amendment No. 9 to Loan and Security Agreement and Consent, dated as of April 9, 2014, by and among Borrowers, Guarantor, Agent and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

2

(iii) “Amendment No. 9 Effective Date” shall mean the first date on which the conditions precedent set forth in Amendment No. 9 are satisfied.

(iv) “First Supplemental Indenture” shall have the meaning set forth in Amendment No. 9.

(v) “Fourth Supplemental Indenture” shall mean the supplement to the New Debt Indenture entered into in connection with the issuance of the Additional New Debt.

(vi) “New Debt Indenture” shall mean the Indenture, dated as of April 30, 2012, among Parent, certain of its affiliates and Wilmington Trust, National Association, in its capacity as collateral trustee thereunder, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture and as further amended, supplemented, restated or replaced from time to time in accordance with the Financing Agreements.

(vii) “Second Supplemental Indenture” shall have the meaning set forth in Amendment No. 9.

(viii) “Third Supplemental Indenture” shall have the meaning set forth in Amendment No. 9.

(b) Amendments to Definitions. The following definitions are hereby deleted in their entirety and replaced by the following:

(i) “New Debt” shall have the meaning set forth in Amendment No. 9.

(ii) “New Debt Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of April 30, 2012, among Parent, certain of its affiliates, Agent and Wilmington Trust, FSB, in its capacity as collateral trustee pursuant to the New Debt Indenture, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(iii) “Specified Non-Loan Party Subsidiary” means, collectively, (a) Viasystems Services Ltd, an entity organized under the laws of Canada that is a subsidiary of Technologies, (b) Wirekraft Industries LLC, a limited liability company organized under the laws of Delaware that is a subsidiary of Technologies, (c) Viasystems ULC, an entity organized under the laws of Nova Scotia that is a subsidiary of Technologies, and (d) Viasystems, B.V., an entity organized under the laws of the Netherlands that is a subsidiary of Technologies.

(c) Interpretation. For purposes of this Amendment No. 9, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Loan Agreement as amended by this Amendment No. 9.

3

2. Consent to Indebtedness. Notwithstanding anything set forth in the Financing Agreements (including under Section 9.9 of the Loan Agreement) or the New Debt Intercreditor Agreement to the contrary, Agent and Lenders hereby consent to Borrowers and Guarantor incurring, creating, assuming, becoming or being liable in any manner with respect to, or permitting to exist, the Additional New Debt on the terms and conditions set forth in the New Debt Indenture or any guarantees thereof; provided, that:

(a) the aggregate outstanding principal amount of the New Debt and the Additional New Debt does not exceed $600,000,000, plus any pay in kind interest paid thereon;

(b) promptly upon their execution, Agent shall have received true, correct and complete copies of all material documents, agreements and instruments evidencing or relating to the Additional New Debt, including, but not limited to, the Fourth Supplemental Indenture, in form and substance satisfactory to Agent (it being agreed that the Fourth Supplemental Indenture provided to Agent on April 9, 2014, is satisfactory to Agent); and

(c) the Additional New Debt shall (i) be pari passu with the New Debt, (ii) constitute Second Lien Obligations (as defined in the New Debt Intercreditor Agreement) and (iii) be on the terms and conditions set forth in the New Debt Indenture, as amended and supplemented by the Fourth Supplemental Indenture, and Borrowers and Guarantor shall not, directly or indirectly, make any payments in respect of (or redeem, retire, defease, purchase or otherwise acquire any of) the Additional New Debt; provided, that, notwithstanding anything in the Loan Agreement or any other Financing Agreement to the contrary, Agent and the Lenders hereby agree that (i) Borrowers and Guarantor may repay, redeem, retire, defease, purchase or acquire any of the New Debt and/or Additional New Debt in an aggregate principal amount during any calendar year not to exceed 10.0% of the aggregate outstanding principal amount of such New Debt and Additional New Debt at a price no higher than 103.0% of the aggregate principal amount of the New Debt and Additional New Debt being repaid, redeemed, retired, defeased, purchased or acquired (in accordance with the terms of the New Debt Indenture), plus accrued and unpaid interest on the principal amount thereof if, as of the date of any such repayment, redemption, retirement, defeasance, purchase or acquisition and immediately after giving effect thereto, (A) no Default or Event of Default shall have occurred and be continuing and Excess Availability shall be not less than $22,500,000 and (B) Excess Availability for each of the 30 consecutive days prior to the date of any such payment, redemption, retirement, defeasance, purchase or acquisition shall be not less than $22,500,000, (ii) Borrowers and Guarantor may make regularly scheduled payments of interest, or any payments of default interest, in respect of the Additional New Debt, (iii) Borrowers and Guarantor may pay fees, prepayment premiums, original issue discount, expenses and indemnities incurred in connection with the Additional New Debt, (iv) Borrowers and Guarantor may repay, redeem, retire, defease, purchase or acquire the outstanding principal amount of the Additional New Debt plus accrued and unpaid interest thereon on or after the Maturity Date, (v) Borrowers and Guarantor (A) may make mandatory prepayments or redemptions in respect of the Additional New Debt (or any Refinancing Indebtedness in respect of the Additional New Debt), subject to the New Debt Intercreditor Agreement, with the proceeds of equity interests issued by Parent and asset sales and insurance proceeds not required to prepay the Obligations, or (B) may make mandatory prepayments or redemptions or mandatory offers to prepay or redeem required upon a change of control or payments required upon the acceleration of the Additional New Debt (or any Refinancing Indebtedness in respect of

4

the Additional New Debt) upon the occurrence and during the continuance of an event of default under the documents governing the Additional New Debt (or any Refinancing Indebtedness in respect of the Additional New Debt), (vi) Borrowers and Guarantor may make payments in respect of (or redeem, retire, defease, purchase or acquire) any of the Additional New Debt (or any Refinancing Indebtedness in respect of the Additional New Debt) with the proceeds of other Refinancing Indebtedness permitted under Section 9.9(i) of the Loan Agreement and (vii) Borrowers and Guarantor may make payments in respect of (or redeem, retire, defease, purchase or acquire) any of the New Debt and/or the Additional New Debt in accordance with the New Debt Indenture with the proceeds (whether insurance or other) received by any of Borrowers, Guarantor or any of their respective Subsidiaries relating to the “Guangzhou Fire” (as defined and described in the Annual Report of Viasystems Group, Inc. on Form 10-K for the fiscal year ended December 31, 2013) (the “Fire Proceeds”) (and Agent and Lenders hereby agree that the Fire Proceeds are not required to be used to prepay the Obligations).

Upon the written request of Parent following the satisfaction of the conditions precedent in clauses (a) through (c) above, Agent shall promptly confirm in writing the satisfaction of such conditions.

3. Consent to Liens. Notwithstanding anything to the contrary set forth in the Financing Agreements (including Section 9.8 of the Loan Agreement), Agent and Lenders hereby consent to the creation, incurrence, assumption and existence of any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever securing the Additional New Debt (or any Refinancing Indebtedness in respect of the Additional New Debt) and the guarantees thereof and the filing and remaining in effect of any financing statement or other similar notice of any security interest with respect thereto; provided, that, such security interests and liens shall be subject and subordinate to the security interests and liens of Agent pursuant to the New Debt Intercreditor Agreement. All such security interests and liens shall be deemed to be Permitted Liens for all purposes of the Loan Agreement and the other Financing Agreements.

4. Amendments to Loan Agreement.

(a) Clause (e) of Section 1.27 of the Loan Agreement is restated in its entirety as follows: “(e) the occurrence of any “change in control” (or similar term) as defined in the New Debt Indenture.”

(b) Clause (d) of Section 1.56 of the Loan Agreement is restated in its entirety as follows:

“(d) any of the outstanding Capital Stock of a Foreign Subsidiary that is not a First Tier Foreign Subsidiary and any of the outstanding Capital Stock of an Immaterial Subsidiary to the extent that none of the New Debt or Additional New Debt or the Indebtedness evidenced by or arising under the New Debt Indenture are secured by a lien on such Capital Stock;”

(c) Section 8.3 of the Loan Agreement is hereby amended by deleting the last sentence thereof and replacing it with the following: “The Obligations constitute, and will continue to constitute, “Priority Lien Debt” (as such term is defined in the New Debt Indenture as in effect on the Amendment No. 9 Effective Date).”

5

(d) Section 9.9(i) of the Loan Agreement is hereby amended by deleting the phrase “Indebtedness permitted under Section 9.9(h) or under Section 3 of Amendment No. 4 (as amended by Amendment No. 5)” and replacing it with “Indebtedness permitted under Section 9.9(h), Section 3 of Amendment No. 4 (as amended by Amendment No. 5) or Section 2 of Amendment No. 9”.

(e) Section 9.10 of the Loan Agreement is hereby amended by (i) deleting the “and” at the end of clause (l), (ii) deleting the period appearing at the end of clause (m) and replacing it with “; and” and (iii) inserting the following clause (n) immediately after clause (m):

“(n) Investments of all or any portion of the proceeds of the Additional New Debt in Foreign Subsidiaries.”

(f) Section 9.16 of the Loan Agreement is hereby amended by deleting the phrase “and (vii)” and replacing it with “, (vii) the New Debt Indenture and the documents governing the Refinancing Indebtedness in respect of the New Debt and Additional New Debt; provided, that, any such encumbrances or restrictions contained in the documents governing such Refinancing Indebtedness are no less favorable to Agent and Lenders than those encumbrances and restrictions under or pursuant to the New Debt Indenture and any documents delivered in connection therewith, and (viii)”.

5. Waiver.

(a) Agent and the Lenders hereby waive any Default or Event of Default under Section 10.1 of the Loan Agreement arising from or related to the failure of Borrowers and Guarantors to comply with their obligations under Section 9.1(b) of the Loan Agreement with respect to the Specified Name Change (the “Subject Event of Default”).

(b) Agent and Lenders have not waived, are not by this Amendment No. 9 waiving, and have no intention of waiving any Event of Default which may have occurred on or prior to the date hereof, whether or not continuing on the date hereof, or which may occur after the date hereof (whether the same or similar to the Subject Event of Default or otherwise), other than the Subject Event of Default. The foregoing waiver shall not be construed as a bar to or a waiver of any other or further Event of Default on any future occasion, whether similar in kind or otherwise and shall not constitute a waiver, express or implied, of any of the rights and remedies of Agent or any Lender arising under the terms of the Loan Agreement or any other Financing Agreements on any future occasion or otherwise.

6. Representations, Warranties and Covenants. Each Borrower and Guarantor, jointly and severally, represents and warrants to Agent and Lenders as follows, which representations and warranties are continuing and shall survive the execution and delivery hereof, the truth and accuracy of which are a continuing condition of the making or providing of any Loans to Borrowers:

6

(a) this Amendment No. 9 and each other agreement (if any) to be executed and delivered by each Borrower and Guarantor in connection herewith, with, to or in favor of Agent or Lenders (together with this Amendment No. 9, the “Amendment Documents”) has been duly authorized, executed and delivered by all necessary action of each Borrower and Guarantor, and is in full force and effect, and the agreements and obligations of each Borrower and Guarantor contained herein constitute legal, valid and binding obligations of Borrowers and Guarantor enforceable against Borrowers and Guarantor in accordance with their terms, except as expressly modified or waived hereby and as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought;

(b) no action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other Person, is or will be required to authorize, or is or will be otherwise required in connection with, the execution, delivery and performance by any Borrower or Guarantor of this Amendment No. 9 and the other Amendment Documents;

(c) after giving effect to this Amendment No. 9 (including, for avoidance of doubt, the waiver expressly set forth in Section 5 hereof), no Default or Event of Default exists or has occurred and is continuing;

(d) the execution, delivery and performance of this Amendment No. 9 and the other Amendment Documents (i) is within each Borrower’s and Guarantor’s limited liability company or corporate powers and (ii) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of incorporation or formation, operating agreement, by laws, or other organizational documentation, or any indenture, agreement or undertaking (including, without limitation, the Indenture) to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property is bound;

(e) the New Debt, the Additional New Debt and the interest, fees and other amounts relating thereto constitute Second Lien Obligations (as defined in the New Debt Indenture, as amended or supplemented by the Fourth Supplemental Indenture);

(f) On December 27, 2013, Viasystems North America Operations, Inc. was merged into Technologies with Technologies as the surviving company.

7. Conditions Precedent. This Amendment No. 9 shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent:

(a) Agent shall have received counterparts of this Amendment No. 9, duly authorized, executed and delivered by Borrowers, Guarantor and Required Lenders; and

(b) After giving effect to the waiver in Section 5 hereof, no Default or Event of Default shall exist or have occurred and be continuing.

7

(c) Upon the written request of Parent following the satisfaction of the conditions precedent in clauses (a) and (b) above, Agent shall promptly confirm in writing the satisfaction of such conditions precedent.

8. General.

(a) Effect of this Amendment. Except as expressly provided herein, no other changes or modifications to the Financing Agreements are intended or implied, and in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof. To the extent any conflict exists between the terms of this Amendment No. 9 and the other Financing Agreements, the terms of this Amendment No. 9 shall control.

(b) Governing Law. The validity, interpretation and enforcement of this Amendment No. 9 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

(c) Jury Trial Waiver. BORROWERS, GUARANTOR, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 9 OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AMENDMENT NO. 9 OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWERS, GUARANTOR, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY BORROWER, ANY GUARANTOR, ANY AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AMENDMENT NO. 9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(d) Binding Effect. This Amendment No. 9 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

(e) Waiver, Modification, Etc. No provision or term hereof may be modified, altered, waived, discharged or terminated orally, but only by an instrument in writing executed by the party against whom such modification, alteration, waiver, discharge or termination is sought to be enforced.

(f) Further Assurances. Borrowers and Guarantor shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes of this Amendment No. 9.

8

(g) Entire Agreement. This Amendment No. 9, together with the other Amendment Documents, represent the entire agreement and understanding concerning the subject matter hereof and thereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof and thereof, whether oral or written.

(h) Counterparts, etc. This Amendment No. 9 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 9 by telefacsimile or other electronic method of transmission shall have the same force and effect as delivery of an original executed counterpart of this Amendment No. 9. Any party delivering an executed counterpart of this Amendment No. 9 by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart of this Amendment No. 9, but the failure to do so shall not affect the validity, enforceability, and binding effect of this Amendment No. 9.

[SIGNATURES FOLLOW THIS PAGE]

9

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 9 to be duly executed and delivered by their authorized officers as of the date first above written.

BORROWERS
VIASYSTEMS TECHNOLOGIES CORP., L.L.C.
By:	/s/ Gerald G. Sax
Name: Gerald G. Sax
Title: Senior Vice President and Chief Financial Officer
VIASYSTEMS CORPORATION
VIASYSTEMS SALES, INC.
DDI CLEVELAND HOLDINGS CORP.
CORETEC BUILDING INC.
TRUMAUGA PROPERTIES, LTD.
By:	/s/ Gerald G. Sax
Name: Gerald G. Sax
Title: Vice President, Treasurer and Chief Financial Officer
GUARANTOR
VIASYSTEMS, INC.
By:	/s/ Gerald G. Sax
Name: Gerald G. Sax
Title: Senior Vice President and Chief Financial Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

AGENT
WELLS FARGO CAPITAL FINANCE, LLC, successor by merger to Wachovia Capital Finance Corporation (New England), as Agent
By:	/s/ Barry Felker
Name: Barry Felker
Title: Vice President
LENDERS
WELLS FARGO CAPITAL FINANCE, LLC, successor by merger to Wachovia Capital Finance Corporation (New England)
By:	/s/ Barry Felker
Name: Barry Felker
Title: Vice President

EX-99.1

Exhibit 99.1

NEWS COPY	INFORMATION CONTACT:
	Kelly E. Wetzler
FOR IMMEDIATE RELEASE	(314) 746-2217

VIASYSTEMS ANNOUNCES THE RECEIPT OF REQUISITE CONSENTS IN CONSENT SOLICITATION FOR 7.875% SENIOR SECURED NOTES DUE 2019

ST. LOUIS – April 9, 2014 - Viasystems Group, Inc. (NASDAQ: VIAS) (the “Company” or “Viasystems”) announced today that its wholly owned subsidiary Viasystems, Inc. has received the Requisite Consents (as defined below) from holders of its outstanding 7.875% Senior Secured Notes due 2019 (the “Notes”) to execute the supplemental indenture for the Notes containing the proposed amendment (the “Proposed Amendment”).

The Proposed Amendment permits Viasystems, Inc. to complete the sale of not more than $50.0 million in aggregate principal amount of new indebtedness (the “Proposed Financing”) in the form of senior secured notes of Viasystems, Inc. having terms substantially identical to the terms of the Notes (the “Additional Notes”).

Adoption of the Proposed Amendment required the consent of holders of not less than a majority of the outstanding aggregate principal amount of the Notes voting as a single class (the “Requisite Consents”). The Company informed the trustee today that consents had been delivered, and not revoked, with respect to approximately 99.64% of the outstanding aggregate principal amount of the Notes. The receipt of the Requisite Consents makes all consents that have been validly delivered prior to the Expiration Date (as defined below) irrevocable.

While the Proposed Amendment will become effective immediately upon the execution of a supplemental indenture, the Proposed Amendment will not become operative unless and until (a) the Proposed Financing has closed and (b) the Company pays the consent fee (the “Consent Fee”) pursuant to the consent solicitation (the “Consent Solicitation”). Viasystems, Inc. intends to execute the supplemental indenture promptly.

The Consent Solicitation expired today, Wednesday, April 9, 2014, at 5:00 p.m. New York City time (such date and time, the “Expiration Date”). The Consent Fee for the Notes is $2.50 in cash per $1,000 principal amount of Notes for which consents are validly delivered (and not revoked). Subject to the satisfaction or waiver of the conditions described above, the Consent Fee will be paid promptly following the completion of the Proposed Financing.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Additional Notes and does not set forth all the terms and conditions of the Consent Solicitation. Holders of the Notes should carefully read the consent solicitation statement, dated April 1, 2014 (the “Consent Solicitation Statement”), for a complete description of all terms and conditions of the Consent Solicitation. The Company did not make any recommendation as to whether any holder of the Notes should consent to the Proposed Amendment. Additional information concerning the terms and conditions of the Consent Solicitation may be obtained from the solicitation agents, Wells Fargo Securities, LLC, at (866) 309-6316 (toll free) or

Stifel, Nicolaus & Company, Incorporated, at (855) 300-7142 (toll free). Copies of the consent documents may be obtained from the Information and Tabulation Agent, D.F. King & Co., Inc., at (800) 290-6427 (toll free).

Viasystems, Inc. is not soliciting consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under any applicable state, federal or other securities laws.

The Additional Notes offered in the Proposed Financing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. As a result, the additional notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any other applicable law.

Forward-Looking Information is Subject to Risk and Uncertainty

Certain statements in this communication constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of the current beliefs, expectations and assumptions of the management of Viasystems regarding future events and are subject to significant risks and uncertainty. Statements regarding our expected performance in the future are forward-looking statements. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Viasystems undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Actual actions or results may differ materially from what is expressed or forecasted in these forward-looking statements as we may be unable to complete the Consent Solicitation or the Proposed Financing as contemplated by this release. As a result, these statements speak only as of the date they were made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many important factors could cause our results to differ materially from those expressed in these forward-looking statements. These factors include, but are not limited to, the willingness of holders of the Notes to consent to the Proposed Amendment, general market conditions, national or global events affecting the capital markets, unforeseen developments in our business or industry or changes in law or regulations governing our ability to complete any of the Consent Solicitation or Proposed Financing, among other factors. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth under the heading “Item 1A. Risk Factors,” in the Annual Report on Form 10-K filed by Viasystems with the Securities and Exchange Commission (“SEC”) on February 14, 2014, and in Viasystems’ other filings made from time to time with the SEC and available at the SEC’s website, www.sec.gov.

About Viasystems

Viasystems Group, Inc. is a technology leader and a worldwide provider of complex multi-layer rigid, flexible and rigid-flex printed circuit boards (PCBs) and electro-mechanical solutions (E-M Solutions). Its PCBs serve as the “electronic backbone” of almost all electronic equipment, and its E-M Solutions products and services include integration of PCBs and other components into finished or semi-finished electronic equipment, for which it also provides custom and standard metal enclosures, metal cabinets, metal racks and sub-racks, backplanes and busbars. Viasystems’ approximately 15,100 employees around the world serve over 1,000 customers in the automotive, industrial & instrumentation, computer and data communications, telecommunications, and military and aerospace end markets. For additional information about Viasystems, please visit the Company’s website at www.viasystems.com.

2