First Amendment to Supply Contract

EX-10.13(A) 13 d13095a1exv10w13xay.txt FIRST AMENDMENT TO SUPPLY CONTRACT Exhibit 10.13(a) CONFIDENTIAL TREATMENT FIRST AMENDMENT TO SUPPLY CONTRACT This Amendment (this "Amendment") is made as of February 1,2004 and shall amend a certain Supply Contract (the "Supply Contract") dated January 1, 2003 between Viasystems, Inc., a Delaware corporation ("Buyer") and International Wire Group, Inc. a Delaware corporation ("IWG" or "Seller"). WITNESSETH: WHEREAS, the Buyer and IWG have agreed to amend certain portions of the Supply Contract as stated herein; WHEREAS, the Buyer and IWG wish to memorialize the amendment to the Supply Contract pursuant to the terms of this Amendment. NOW THEREFORE, in consideration of the forgoing, the representations and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Buyer hereby mutually agree to amend the Supply Contract as follows: 1) Section 2.1 shall be deleted in its entirety and shall be replaced with the following: 2.1 The terms and conditions of this Supply Contract shall govern the purchase by Buyer from Seller of Wire, including the part numbers and specifications of which are listed on Schedule A hereto which is, by this reference, incorporated herein, as amended from time to time (hereinafter "Retained Product(s)"), together with all Wire that is not a Retained Product, including Wire which results from a redesign, modification or enhancement of a Retained Product (the "Developed Product(s)"), and all other Wire that is purchased by Buyer, including those part numbers and specifications of which are listed on Schedule B hereto which is, by this reference, incorporated herein, as amended from time to time (hereinafter "Additional Product(s)" and, together with the Retained Products and Developed Products, the "Products(s)"). In the event that there are Developed Products which Buyer desires to purchase for the present business conducted by Buyer (the "Present Business"), Buyer shall give reasonably sufficient advance notice of its requirements for such Developed Products to Seller so that Seller can produce in a commercially reasonable time period a written production plan to demonstrate Seller's ability to supply such Developed Products for the Present Business. In the event that Seller can reasonably demonstrate to Buyer its ability to supply such Developed Products for the Present Business, the Developed Products will be included in this Supply Contract as Retained Products and an initial price shall be established for such Developed Product, in writing, by the parties hereto. The parties shall establish such price based on a comparative analysis for such Developed Products, including without limitation, reference to the current prices charged hereunder for a Retained Product similar in design or application to the Developed Products with due consideration to any change in 1 cost associated with the materials used in the Developed Products in relation the Retained Product and any development cost associated with such Developed Product; provided however such prices shall not exceed prices based on competitive quotes. 2) Section 3.1 of the Supply Contract shall be deleted in its entirety and shall replaced with the following: 3.1 Except as otherwise provided herein, during the Initial Term and any Option Term of this Supply Contract, (a) Buyer agrees to purchase a certain percentage of Buyer's requirements in North America and Mexico of each of the Retained Products or any Developed Products, as such percentages existed for the year 2003 according to the calculable allocation set forth in Exhibit I to Schedule A attached hereto, provided Seller meets Buyer's required delivery schedules and quality requirements as set forth herein; and (b) IWG agrees to sell to Buyer Additional Products at Buyer's request upon receipt and confirmation of a purchase order for such Additional Products up to and until June 30, 2004, provided that Buyer provides to Seller on a weekly basis Buyer's binding 6 week forecast (the "6 Week Forecast") of requirements for such Additional Products, which such 6 Week Forecast shall have a minimum order requirement for each week that Buyer commits to purchase Additional Products of no less than 1,750,000 feet of those Additional Products marked as "Silicones" on Schedule B, and 450,000 feet of those Additional Products listed as "Cords" on Schedule B. 3) Section 3.3 of the Supply Contract shall be deleted in its entirety and shall be replaced with the following: 3.3 Any Retained Products or Developed Products purchased from an alternate manufacturer for any of its locations for development and testing proposes only shall not be included in the calculation of the percentage of such product purchased by Buyer for purposes of Section 3.1 hereof, provided that such Retained Products or Developed Products are not used in Buyer's business for commercial resale. 4) Section 4.1 of the Supply Contract shall be deleted in its entirety and shall be replaced with the following: 4.1 Unless otherwise agreed to by the parties in writing, all amounts invoiced and payable under this Supply Contract shall be paid in U.S. dollars and all amounts shall be due and payable by wire transfer of immediately available funds with payment terms of: [*] [*] * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. [*] 5) Section 5.1 of the Supply Contract shall be deleted in its entirety and shall be replaced with the following: 5.1 The parties agree to incorporate into this Supply Contract the provisions in Schedule C -- Material Supply / Inventory Agreement. VIASYSTEMS, INC. By: /s/ JOSEPH S. CATANZARO -------------------------------------------- Name: Joseph S. Catanzaro ------------------------------------------ Title: Senior Vice President ----------------------------------------- INTERNATIONAL WIRE GROUP, INC. By: /s/ JOSEPH M. FIAMINGO -------------------------------------------- Name: Joseph M. Fiamingo ------------------------------------------ Title: Chief Executive Officer ----------------------------------------- * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. SCHEDULE A INTERNATIONAL WIRE GROUP DATE: 02/02/04 INSULATED WIRE DIVISION IWGID RFQ #: 0312071 TELEPHONE #: 1 ###-###-#### REV 1 PRICE QUOTATION PLEASE REFERENCE THIS RFQ # WHEN YOU PLACE YOUR FIRST ORDER! PREPARED FOR: VIASYSTEMS EL PASO, TX

LEAD TIME: [*] COPPER BASE: QUOTED @ $1.00 COMEX FREIGHT TERMS: FREIGHT COLLECT DURANGO, MEXICO PAYMENT TERMS: [*] INSIDE SALES REP: MONICA COFFMAN ACCOUNT MANAGER: DAVID PASCUAL EXPIRATION DATE: 30 DAYS FROM DATE OF ISSUE ** PART NUMBERS PROVIDED ON QUOTES ARE FOR IWG INTERNAL PURPOSES ONLY. SPECIFIC PART NUMBERS MUST BE DETERMINED AT TIME OF ORDER. THANK YOU FOR THE OPPORTUNITY TO QUOTE YOUR WIRE REQUIREMENTS. PREPARED BY IWGID SALES DEPARTMENT: RS * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. SCHEDULE A INTERNATIONAL WIRE GROUP DATE: 02/02/04 INSULATED WIRE DIVISION IWGID RFQ #: 0312071 TELEPHONE #: 1 ###-###-#### PRICE QUOTATION REV 1 PREPARED FOR: PLEASE REFERENCE THIS RFQ # VIASYSTEMS WHEN YOU PLACE YOUR FIRST ORDER! EL PASO, TX

LEAD TIME: [*] COPPER BASE: QUOTED @ $1.00 COMEX FREIGHT TERMS: FREIGHT COLLECT DURANGO, MEXICO PAYMENT ALL QUOTED TERMS ARE TERMS: [*] SUBJECT TO CHANGE BASED ON SALES VOLUME AND PAYMENT HISTORY. INSIDE SALES REP: MONICA COFFMAN ACCOUNT MANAGER: DAVID PASCUAL EXPIRATION DATE: 30 DAYS FROM DATE OF ISSUE ** PART NUMBERS PROVIDED ON QUOTES ARE FOR IWG INTERNAL PURPOSES ONLY. SPECIFIC PART NUMBERS MUST BE DETERMINED AT TIME OF ORDER. THANK YOU FOR THE OPPORTUNITY TO QUOTE YOUR WIRE REQUIREMENTS. PREPARED BY IWGID SALES DEPARTMENT: RS * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. SCHEDULE A INTERNATIONAL WIRE GROUP DATE: 02/02/04 INSULATED WIRE DIVISION IWGID RFQ #: 0312071 TELEPHONE #: 1 ###-###-#### PRICE QUOTATION REV 1 PREPARED FOR: PLEASE REFERENCE THIS RFQ # VIASYSTEMS WHEN YOU PLACE YOUR FIRST ORDER! EL PASO, TX

LEAD TIME: [*] COPPER BASE: QUOTED @ $1.00 COMEX FREIGHT TERMS: FOB ORIGIN, PREPAID PAYMENT ALL QUOTED TERMS ARE TERMS: [*] SUBJECT TO CHANGE BASED ON SALES VOLUME AND PAYMENT HISTORY. INSIDE SALES REP: MONICA COFFMAN ACCOUNT MANAGER: DAVID PASCUAL EXPIRATION DATE: 30 DAYS FROM DATE OF ISSUE ** PART NUMBERS PROVIDED ON QUOTES ARE FOR IWG INTERNAL PURPOSES ONLY. SPECIFIC PART NUMBERS MUST BE DETERMINED AT TIME OF ORDER. THANK YOU FOR THE OPPORTUNITY TO QUOTE YOUR WIRE REQUIREMENTS. PREPARED BY IWGID SALES DEPARTMENT: RS * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. INTERNATIONAL WIRE BUY, 2003 EXHIBIT I TO SCHEDULE A

* Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. INTERNATIONAL WIRE BUY, 2003 EXHIBIT I TO SCHEDULE A

* Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. EXHIBIT I Non International Wire Buy, 2003 TO SCHEDULE A

* Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. SCHEDULE B INTERNATIONAL WIRE BUY, 2003

* Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. SCHEDULE C International Wire Group, Inc. Insulated Wire Division 7222 Engle Road, Fort Wayne, IN 46804 Ph: (260) 459-8600 Fax ###-###-#### January 22, 2004 SUBJECT: REQUIREMENTS ANALYSIS AND PRODUCT BUILD PROCEDURE In order to plan for on-time delivery of product requested by Viasystems Group, Inc. ("Viasystems"), International Wire Group ("IWG") has established a formal "requirements analysis and product build" procedure. This procedure is documented as follows (all times indicated are mountain time): 1. EDI Transmission - Weekly, an electronic transmission of production and inventory forecast requirement information, the EDI 830 material release ("EDI 830") will be submitted by Viasystems and received at IWG by or before 8:00 am each Thursday ("EDI 830 Transmission Date"). In the event that IWG does not receive the EDI 830 transmission by 8:00 am, IWG will place a phone call to the Viasystems EDI coordinator [*] to report that the EDI 830 was not received. If the EDI 830 has not been received by 10:00 am on Thursday, the IWG Supply Chain Manager or designee will notify [*] (the "Viasystems Planners") or [*] (the Viasystems Materials Managers). In the event the EDI 830 is not received by 12:00 noon on Thursday, IWG and Viasystems acknowledge that for the corresponding week, IWG will not be required to meet the analysis and product build requirements of this procedure. 2. Analysis and Product Build - IWG will analyze the weekly columns in the EDI 830 and plan the product build in the following manner:

A. EDI 830 - WEEK 1 1. IWG will consider amounts in Week 1 as required immediately. 2. Demand listed in Week 1 will be considered "authorized for production build" by Viasystems. 3. Demand listed in Week 1 will not be adjusted to account for any IWG shipments occurring prior to the EDT 830 Transmission Date. 4. Demand listed in Week 1, except new requirements not stated in the prior release ("drop-ins"), will be available for pull on the EDT 830 Transmission Date. * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. 1 5. Drop-in demand listed in Week 1 will be reviewed by IWG and a new production schedule will be developed -- Demand Status Report. Shipment availability on these requirements will be evaluated based upon the number of parts added and the total footage volume dropped in. IWG's Supply Chain Manager (or designee) will discuss this situation with the Viasystems Planners to determine run priority and set-up charges, and delivery will be quoted accordingly. Any requested changes to the new production schedule must be requested in writing (e-mail) and acknowledged in writing (e-mail). IWG will make every effort to accommodate Viasystems demand requirements as quickly as possible. B. EDI 830 - WEEK 2 1. IWG will plan production to supply all quantities listed in the Week 2 column of the EDI 830. 2. Demand listed in Week 2 will be considered "authorized for production build" by Viasystems. 3. Demand listed in Week 2 will not be adjusted to account for any IWG shipments occurring prior to the EDI 830 Transmission Date. 4. Demand listed in Week 2, except new requirements not stated in the prior release ("drop-ins"), will be available for pull on the EDI 830 Transmission Date. 5. Drop-in demand listed in Week 2 will be reviewed by IWG and a new production schedule will be developed--Demand Status Report. Shipment availability on these requirements will be evaluated based upon the number of parts added and the total footage volume dropped in. IWG's Supply Chain Manager (or designee) will discuss this situation with the Viasystems Planners to determine run priority and set-up charges, and delivery will be quoted accordingly. Any requested changes to the new production schedule must be requested in writing (email) and acknowledged in writing (e-mail). IWG will make every effort to accommodate Viasystems demand requirements as quickly as possible. C. EDI 830 - WEEK 3 1. IWG will plan production to supply all quantities listed in the Week 3 column of the EDI 830. 2. Demand listed in Week 3 will be considered "authorized for production build" by Viasystems. 3. Demand listed in Week 3 will not be adjusted to account for any IWG shipments occurring prior to the EDI 830 Transmission Date. 4. Demand listed in Week 3, except new requirements not stated in the prior release ("drop-ins"), will be available for pull on the second business day after the EDI 830 Transmission Date. 5. Drop-in demand listed in Week 3 will be reviewed by IWG and a new production schedule will be developed -- Demand Status Report. Shipment availability on these requirements will be evaluated based upon the number of parts added and the total footage volume dropped in. IWG's Supply Chain Manager (or designee) will discuss this situation with the Viasystems Planners to determine run priority and set-up charges, and delivery will be quoted accordingly. Any requested changes to the new production schedule must be requested in writing (e-mail) and acknowledged in writing (e-mail). IWG will make every effort to accommodate Viasystems demand requirements as quickly as possible. D. EDI 830-WEEK 4 1. IWG will plan production to supply all quantities listed in the Week 4 column of the EDI 830. 2. Demand listed in Week 4 will be considered "authorized for production build" by Viasystems. 3. Demand listed in Week 4 will not be adjusted to account for any IWG shipments occurring prior to the EDI 830 Transmission Date. 4. Demand listed in Week 4, except new requirements not stated in the prior release ("drop-ins"), will be available for pull on the sixth business day after the EDI 830 Transmission Date. 5. Drop-in demand listed in Week 4 will be reviewed by IWG and a new production schedule will be developed -- Demand Status Report. Shipment availability on these requirements will be evaluated based upon the number of parts added and the total footage volume dropped in. IWG's Supply Chain Manager (or designee) will discuss this situation with the Viasystems Planners to determine run priority and set-up charges, and delivery will be quoted accordingly. Any requested changes to the new production schedule must be requested in writing (e-mail) and acknowledged in writing (e-mail). IWG will make every effort to accommodate Viasystems demand requirements as quickly as possible. E. EDI 830 - WEEK 5 1. IWG will plan production to supply all quantities listed in the Week 5 column of the EDI 830. 2. Demand listed in Week 5 will be considered "authorized for production build" by Viasystems. 3. Demand listed in Week 5 will not be adjusted to account for any IWG shipments occurring prior to the EDI 830 Transmission Date. 4. Demand listed in Week 5 will be available for pull on the eleventh business day after the EDI 830 Transmission Date. F. EDI 830-WEEKS 6 AND 7 1. IWG will review production to supply all quantities listed in the Weeks 6 and 7 column of the EDI 830. Demand listed in Weeks 6 and 7 will be used to plan copper balances to meet forecasted levels. 2. Demand listed in Weeks 6 and 7 will not be considered "authorized for production build" by Viasystems. In the event IWG determines that weekly copper requirements are increasing over recent historical usage, IWG will contact the Viasystems Material Planners for confirmation that the demand is accurate. If the Viasystems Material Planners confirm the forecast demand in writing (email), IWG will increase the in-house stocking levels or purchase orders in accordance with the written confirmation. If IWG is quoted a delivery lead-time from their supplier that is longer than the forecasted requirement date, the IWG Supply Chain Manager will notify the Viasystems Planners of any potential delivery issues. G. EDI 830 - WEEKS 8 AND BEYOND 1. IWG will not build any product that is listed in the Weeks 8 and beyond column of the EDI 830. Demand listed in weeks 8 and beyond will not be considered "authorized for production build by Viasystems." SEE EXHIBIT I FOR CERTAIN EXAMPLES OF THE ANALYSIS AND BUILD PROCEDURE BASED OFF OF THE EDI 830 3. Request For Shipment of Material -- In order to ensure delivery of material, the "Pick Request" Form must be completed and received by email by 11:00 am the day prior to requested shipment. Upon receipt of Pick Request Form, IWG will respond within three hours regarding status of material arid confirmation of toad to be shipped the next day. Request for material to be shipped same day will be addressed on a request basis. 4. IWG Build Confirmation -- By close of business every Friday, IWG will provide each Viasystems facility with a Demand Status Report that documents the requirements for each part number versus our ability to supply. It will highlight issues that Viasystems needs to be aware of: 5. Set-up Charges -- Set-up charges result when drop-in Viasystems demand requires IWG to break into their production schedule. A set-up charge of [*] will be applied to a drop in order that requires IWG to break into its existing production schedule to expedite the Viasystems order. Delivery of drop in orders will be handled as previously stated in paragraphs above. 6. Shipments Made in Multiples of Full Standard Packages -- For product demand that equates to less than multiples of a full standard package, IWG will round up to the next full container quantity and build the part if there is future demand through Week 6. If there is not enough demand through Week 6, IWG will contact the Viasystems Planner. If the Viasystems Planner gives written authorization, IWG will build the additional container. 7. New Color Combinations -- When new parts appear on the EDI 830 for the first time and represent a new color combination in a product family that IWG already supplies, IWG will set up these parts in their Engineering data base upon receipt of PPAP waiver from Viasystems. These parts will then be set up for all IWG facilities capable of manufacturing the noted products within two business days after receiving the PPAP waiver. Product will be built and delivered according to the procedure as previously stated in paragraphs above. IWG will provide First Piece documentation from the first location producing the desired product listing and thereby qualifying all applicable IWG manufacturing locations within 24 hours after shipment of product to Viasystems. No other approval documentation or activity shall be required. 8. New Part Construction -- When new parts which have been previously quoted appear on the EDT 830 for the first time and represent a new part construction to IWG, Viasystems must provide a detailed specification sheet to IWG. After receiving the specification sheet from Viasystems, the IWG Engineering group will review the specification to determine product performance capability and manufacturing feasibility. If this is a product IWG can produce, IWG will engineer the part in the database and quote a lead-time to * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Viasystems that takes into consideration availability of required raw material, tooling, etc. IWG will provide Viasystems First Piece documentation within 24 hours after shipment. This will be followed by PAP or PPAP within 90 days. The PAP or PPAP documentation will list and thereby qualify the initial IWG producing facility and all other facilities capable of manufacturing this product type. With this signed off PAP or PPAP documentation, only first piece documentation will be required as additional IWG manufacturing locations are used to produce this product. If the product requires further development, IWG will notify Viasystems to determine whether or not developmental samples, testing and the resulting PAP / PPAP approval activity should be undertaken by IWG. 9. Samples -- When IWG receives a written request for a product sample, Viasystems must provide a detailed specification sheet to IWG. After receiving the approved quotation and specification sheet from Viasystems, the IWG Engineering group will review the specification to determine product performance capability and manufacturing feasibility. IWG will engineer the part in the database and quote a lead-time to Viasystems that takes into consideration availability of required raw material, tooling etc. The minimum run for a sample is 25,000 feet or the next nearest standard package. IWG will provide Viasystems First Piece documentation within 24 hours after shipment. This will be followed by a PAP or PPAP within 90 days. The PAP or PPAP documentation will list and thereby qualify the initial IWG producing facility and all other facilities capable of manufacturing this product type. With this signed off PAP or PPAP documentation, only first piece documentation will be required as additional IWG manufacturing locations are used to produce this product. If the product requires further development, IWG will notify Viasystems to determine whether or not development samples, testing and the resulting PAP/PPAP approval activity should be undertaken by IWG. 10. Slow Moving Inventory -- Product produced to the authorized forecast and not pulled will be evaluated on a monthly basis. IWG will summarize a list of parts where inventory exceeds 90 days (the "Inventory Report"). The IWG Supply Chain Manager (or designee) will submit the Inventory Report each month to the Viasystems Planners, [*]. Viasystems will review the list and determine the appropriate disposition for each part within 20 days of receiving the monthly Inventory Report: - Scrap at IWG and invoice Viasystems - Ship to Viasystems and invoice the facility 11. In the event a mutually acceptable resolution cannot be reached, the dispute will be raised to the Senior Executive level. * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. EXHIBIT I EDI 830 GUIDELINE EXAMPLES IWG will interpret the EDI 830 in the following manner (Example: Release 10-20-03 sent to two on 10-30-03): [*] A = Past due quantity without any future demand B = Consistent demand in all weeks C = A weekly forecast quantity that is less than 50% of a standard package D = Forecast quantity that is not stated in multiples of full standard packages E = Inconsistent demand in all weeks PAST DUE QUANTITY WITHOUT ANY FUTURE REMAND -- EXAMPLE A IWG will plan production to supply demand found in the week 1 bucket - week of October 20 in the above example. [*] CONSISTENT DEMAND IN ALL WEEKS -- EXAMPLE B IWG will plan production to supply demand found in weeks 2, 3, 4 and 5 - October 27th, November 3rd, November 10th and November 17th in example B. Demand in these buckets will be considered "authorized" for production. Demand found in week 2 will not be adjusted to account for any IWG shipments, rather, we will assume that all shipments made prior to the transmission date have been received at Viasystems. [*] A WEEKLY FORECAST QUANTITY LESS THAN 50% OF A STANDARD PACKAGE-- EXAMPLE C For product demand that equates to less than half of a fill package and there is no future forecast quantity in any week, IWG will contact the Material Planner at Viasystems for direction on how to handle this demand. If the Planner needs the product and authorizes the build in writing via email, IWG will build and ship a full container to satisfy this demand. * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. FORECAST QUANTITY NOT STATED IN MULTIPLES OF FULL STANDARD PACKAGES - EXAMPLE D For product demand that equates to less than multiples of a full standard package, IWG will round up to the next full container quantity and build the part if there is future demand in week 6. If there is no demand in this week, IWG will contact the Viasystems Planner. If the Planner gives written authorization by email, IWG will build the additional container. [*] INCONSISTENT DEMAND IN ALL WEEKS -- EXAMPLE E When demand is not consistent in all weeks, IWG will build product to satisfy the demand as stated in the 830 Release. For part number DJCW above, we [*]. Inventory will not be built for requirements that are not stated in the most recent EDI forecast. Product will be available for Viasystems to pull on the following dates: WEEK ONE - (OCTOBER 20TH IN OUR EXAMPLE) All week one requirements, except new requirements not stated in the prior release, will be available for pull on the EDI transmission date (October 30th). WEEK TWO - (OCTOBER 27TH IN OUR EXAMPLE) All week two requirements, except new requirements not stated in the prior release, will be available for pull on the EDI transmission date (October 30th). WEEK THREE -- (NOVEMBER 3RD) Requirements for all parts in the third weekly bucket will be available for shipment no later than the second business day following the EDI transmission -- November 3rd in the above example. WEEK FOUR -- (NOVEMBER 10TH) Requirements for demand in this week will be available for shipment on the 6th business day following the EDI transmission date. In our example this would be November 7th. WEEK FIVE -- (NOVEMBER 17TH) Requirements for demand in this week will be new requirements that International Wire will immediately put into the build schedule. These requirements will be available for shipment on the eleventh business thy after the EDI is sent (November 14th in our example above). * Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.