Letter Agreement Regarding Supply Agreement

EX-10.14 3 d20055a1exv10w14.txt LETTER AGREEMENT REGARDING SUPPLY AGREEMENT Exhibit 10.14 CONFIDENTIAL TREATMENT REQUESTED June 9, 2004 Mr. Joseph Fiamingo Chief Executive Officer International Wire Group, Inc. 101 South Hanley Road St. Louis, MO 63105 Dear Joseph: 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/ Jerry Sax - ------------------------- Jerry Sax Agreed and acknowledged this 9th day of June, 2004. INTERNATIONAL WIRE GROUP, INC. /s/ Joseph Fiamingo - ------------------------- Joseph Fiamingo EXHIBIT A FGB Supplied in Standard Packs

HKV Supplied in Standard Packs

~~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.