TERMINATION AND RELEASE
Exhibit
10.2
EXECUTION
COPY
THIS
TERMINATION AND
RELEASE (this “Agreement”)
dated
as of May 1, 2006, is made by and among Viasystems, Inc., a Delaware corporation
(the “Company”),
Wire
Harness Industries, Inc., a Delaware corporation (“Industries”),
Wire
Harness Contractors, Inc., a Delaware corporation and wholly owned subsidiary
of
Industries (“Contractors”
and
together with Industries, the “Guarantors”
and
each a “Guarantor”),
and
The Bank of New York, as trustee under the indenture described below (the
Trustee”).
RECITALS
A. The
Company is party to that certain Indenture governing the Company’s 10.50% Senior
Subordinated Notes due 2011, dated as of December 17, 2003, by and among the
Company, the guarantors named therein and the Trustee, as supplemented (the
“Indenture”).
All
capitalized terms used but not defined herein have the meaning ascribed to
them
in the Indenture.
B. In
connection with and pursuant to the Indenture, the Guarantors guaranteed the
obligations of the Company thereunder.
C. The
Company is selling all of the capital stock of Industries, and thereby all
of
its ownership interests in the Guarantors, in compliance with the terms of
the
Indenture (the “Transaction”).
D. In
connection with the Transaction and pursuant to Section 11.06 of the Indenture,
the Company has requested the Trustee to deliver an appropriate instrument
evidencing the release of each Guarantor of its obligations under the Indenture.
Such request was accompanied by (i) an Opinion of Counsel and (ii) an Officers’
Certificate of the Company certifying the Company’s compliance with the
applicable conditions precedent and covenants of the Indenture.
NOW, THEREFORE,
with intent to be legally bound hereby and for other good and valuable
consideration, receipt of which is hereby acknowledged, the Company, each
Guarantor and the Trustee hereby agree as follows:
SECTION
1. Termination
and Release.
The
Trustee hereby acknowledges and agrees that (a) each Guarantor is released
from
all of its obligations under (i) the Indenture and (ii) its Note Guarantee
related thereto and (b) the Note Guarantee of each Guarantor is terminated.
SECTION
2. Release
of Trustee.
Each
Guarantor does hereby for itself, and for its respective successors and assigns,
fully and unconditionally release and forever discharge the Trustee and its
respective employees, officers, directors, agents, successors and assigns
from
all of their obligations and liabilities under or claims relating
to
the Indenture and all documents and agreements
delivered pursuant to or in connection therewith.
SECTION
3. Effectiveness.
This
Agreement shall become effective when all parties hereto shall have executed
and
delivered a counterpart hereof (including by way of facsimile
transmission).
SECTION
4. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York.
SECTION
5. Counterparts.
This
Agreement 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
document.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first set forth
above.
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COMPANY:
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VIASYSTEMS,
INC.
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By:
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/s/ Xxxxxx X. Xxxxx | |
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Name:
Xxxxxx X. Xxxxx
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Title:
Vice President & Secretary
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GUARANTORS:
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WIRE
HARNESS INDUSTRIES, INC.
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By:
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/s/ Xxxxxx X. Xxxxx | |
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Name:
Xxxxxx X. Xxxxx
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Title:
Vice President & Secretary
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WIRE
HARNESS CONTRACTORS, INC.
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By:
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/s/ Xxxxxx X. Xxxxx | |
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Name:
Xxxxxx X. Xxxxx
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Title:
Vice President & Secretary
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TRUSTEE:
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THE
BANK OF NEW YORK, as Trustee
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By:
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/s/ Van X. Xxxxx | |
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Name:
Van X. Xxxxx
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Title:
Vice President
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