Exhibit 10.14
CONFIDENTIAL
TREATMENT REQUESTED
June 9, 2004
Xx. Xxxxxx Xxxxxxxx
Chief Executive Officer
International Wire Group, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, XX 00000
Dear Xxxxxx:
This Letter Agreement between Viasystems, Inc. ("Via") and International
Wire Group, Inc. ("IWG") will be effective for the term July 1, 2004 until
December 31, 2005 (the "Term").
Via agrees to purchase at least [*] feet and IWG agrees to sell up to
[*] feet of silicone wire ("Wire") during each week of the Term as set forth
on Exhibit A. If Via requires more than [*] feet of Wire in one week, IWG will
use commercially reasonable efforts to produce such Wire in excess of Wire over
[*] upon receipt and confirmation of a purchase order(s). Via and IWG agree
that the prices for the Wire purchased by Via during the Term will be as set
forth on the pricing matrix attached hereto as Exhibit B.
As IWG's sole and exclusive remedy for failure to purchase Wire pursuant
to this Letter Agreement, if Via purchases less than [*] feet of Wire in any
calendar month during the Term, Via agrees to make a payment (a "Shortfall
Penalty") to IWG. The Shortfall Penalty shall be calculated as the product of
(1) [*] and (2) the difference between [*] feet and the total feet of Wire
shipped by IWG during the calendar month. IWG and Via agree to meet prior to any
finalization of a Shortfall Penalty assessment. This obligation to make a
Shortfall Penalty payment may be adjusted if a Shortfall Penalty arises as a
result of IWG materially failing to deliver Wire on time according to the
Material Supply / Inventory Agreement as such is attached to the Supply
Agreement (as hereinafter defined). Any payments for Shortfall Penalty agreed
following the meeting shall be made, if required, within thirty (30) days of
invoicing.
IWG and Via agree that except as set for the in this Letter Agreement, all
other terms as stated in the agreement between IWG and Via dated as of January
1, 2003 and amended as of February 1, 2004 (the "Supply Agreement") shall govern
as the terms and conditions for all sales of Wire from IWG to Via during the
Term. To the extent there is a contradiction in terms between this Letter
Agreement and the Supply Agreement, this Letter Agreement shall prevail.
* Omitted pursuant to a request for
confidential treatment and filed
separately with the Securities and
Exchange Commission.
This Letter Agreement will terminate on December 31, 2005, unless the
parties agree in writing to extend the Term hereof prior to October 31, 2005.
Sincerely,
VIASYSTEMS, INC.
/s/ Xxxxx Xxx
-------------------------
Xxxxx Xxx
Xxxxxx and acknowledged this 9th day of June, 2004.
INTERNATIONAL WIRE GROUP, INC.
/s/ Xxxxxx Xxxxxxxx
-------------------------
Xxxxxx Xxxxxxxx
EXHIBIT A
FGB
Supplied in Standard Packs
PT VS P/N TYPE WEEKLY VOLUME
---- ------ ---- -------------
C2 DROX FBG [*]
Jz FPBX FBG [*]
C1 FPRX FBG [*]
C2 FPRX FBG [*]
C1 FPTX FBG [*]
C2 FPTX FBG [*]
-------
Weekly Minimum [*]
-------
HKV
Supplied in Standard Packs
PT VS P/N TYPE WEEKLY VOLUME
---- ------ ---- -------------
C2 FHBX HKV [*]
C1 FHCX HKV [*]
C2 FHCX HKV [*]
C2 FHGX HKV [*]
C1 FHNX HKV [*]
C2 FHNX HKV [*]
C1 FHOB HKV [*]
C2 FHOB HKV [*]
C1 FHOX HKV [*]
C2 FHOX HKV [*]
C2 FHRX HKV [*]
Jz FHWC HKV [*]
Jz FHWN HKV [*]
Jz FHWO HKV [*]
C1 FHWV HKV [*]
C1 FHWX HKV [*]
C2 FHWX HKV [*]
Jz FHWY HKV [*]
C2 FHYX HKV [*]
-------
Weekly Minimum [*]
-------
TOTAL WEEKLY [*]
IW'S MINIMUM [*]
* Omitted pursuant to a request for
confidential treatment and filed
separately with the Securities and
Exchange Commission.
EXHIBIT B
PT VS P/N TYPE PRICE PER 1000 FT @ $1.00
---- ------ ------ ---------------------------
ALL APRX FGB [*]
ALL BPWX FGB [*]
ALL CPYX FGB [*]
ALL CRSX HKV [*]
ALL C4WX FGB [*]
ALL DRYX FGB [*]
ALL DRWYB FGB [*]
ALL D4YX FGB [*]
ALL FHRX HKV [*]
ALL FOTX FGB [*]
ALL FPYX FGB [*]
ALL FPWYB FGB [*]
ALL FSOX FGB [*]
ALL F4YX FGB [*]
ALL HPWS FGB [*]
ALL JNOX HKV [*]
ALL OHSX HKV [*]
* Omitted pursuant to a request for
confidential treatment and filed
separately with the Securities and
Exchange Commission.
