FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
99.1
FIRST
AMENDMENT TO
THIS
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made effective
as of April 4, 2006 by and among Electrical Components International Holdings
Company, a Delaware corporation (“Purchaser”),
Viasystems Group, Inc., a Delaware corporation (“Parent”),
Wire
Harness Holding Company, Inc., a Delaware corporation (“Seller”),
and
Wire Harness Industries, Inc., a Delaware corporation and a direct wholly-owned
subsidiary of Seller (the “Company”).
WITNESSETH:
WHEREAS,
Purchaser, Parent, Seller and the Company are parties to that certain Stock
Purchase Agreement dated March 21, 2006 (the “Agreement”);
and
WHEREAS,
the parties desire to amend the Agreement in certain respects.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and
intending to be legally bound hereby, the parties hereby agree as
follows:
1. All
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement.
2. Exhibit
A
to Schedule 6.12(a) to the Agreement is hereby amended to include reference
to
any foreign exchange transactions that are hereafter entered into in the
Ordinary Course of Business by the Company under that certain Foreign Exchange
Agreement, dated April 4, 2006, between the Company and Xxxxx Fargo Bank,
National Association.
3. To
the
extent that any of the provisions of this Amendment are inconsistent with the
provisions in the Agreement, the provisions of this Amendment shall control.
To
the extent not inconsistent with the provisions in this Amendment, the Agreement
remains unchanged, unaltered and in full force and effect and is hereby
reaffirmed in its entirety.
4.. This
Amendment may be executed in one or more counterparts, each of which will be
deemed to be an original of this Amendment and all of which, when taken
together, will be deemed to constitute one and the same instrument.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties have executed this First Amendment to Stock
Purchase Agreement, effective as of the date first set forth above.
ELECTRICAL
COMPONENTS INTERNATIONAL
HOLDINGS
COMPANY
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By:
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/s/ Xxxxx XxxXxx | |
Name:
Xxxxx XxxXxx
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Title:
President and Chief Executive
Officer
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WIRE
HARNESS HOLDING COMPANY, INC.
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By:
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/s/ Xxxxx X. Xxxxxxxx | |
Name:
Xxxxx X. Xxxxxxxx
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Title:
Chief Executive Officer
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VIASYSTEMS
GROUP, INC.
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By:
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/s/ Xxxxx X. Xxxxxxxx | |
Name:
Xxxxx X. Xxxxxxxx
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Title:
Chief Executive Officer
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WIRE
HARNESS INDUSTRIES, INC.
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By:
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/s/ Xxxxx X. Xxxxxxxx | |
Name:
Xxxxx X. Xxxxxxxx
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Title:
Chief Executive
Officer
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