THIS SOLICITATION IS BEING CONDUCTED TO OBTAIN SUFFICIENT ACCEPTANCES OF A
JOINT CHAPTER 11 REORGANIZATION PLAN PRIOR TO THE FILING OF VOLUNTARY
REORGANIZATION CASES UNDER CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE.
BECAUSE NO CHAPTER 11 CASES HAVE YET BEEN COMMENCED, THIS DISCLOSURE STATEMENT
HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT AS CONTAINING "ADEQUATE
INFORMATION" WITHIN THE MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE.
FOLLOWING THE COMMENCEMENT OF THEIR CHAPTER 11 CASES, VIASYSTEMS GROUP, INC. AND
VIASYSTEMS, INC. EXPECT TO SEEK PROMPTLY AN ORDER OF THE BANKRUPTCY COURT
APPROVING THIS DISCLOSURE STATEMENT AND THE SOLICITATION OF VOTES AND CONFIRMING
THE JOINT PREPACKAGED REORGANIZATION PLAN DESCRIBED HEREIN.

DISCLOSURE STATEMENT

DATED AUGUST 30, 2002

PREPETITION SOLICITATION OF VOTES
WITH RESPECT TO THE JOINT PREPACKAGED REORGANIZATION PLAN

VIASYSTEMS GROUP, INC.

AND

VIASYSTEMS, INC.

FROM THE HOLDERS OF

BANK DEBT UNDER THE SENIOR CREDIT FACILITY,

14% SENIOR UNSECURED NOTES DUE 2007,

THE DTI GUARANTY,

9 3/4% SENIOR SUBORDINATED NOTES DUE 2007,

AND

GENERAL UNSECURED CLAIMS

NEITHER THIS DISCLOSURE STATEMENT NOR THE PLAN DESCRIBED HEREIN HAS BEEN FILED
WITH OR REVIEWED BY, AND THE NEW SECURITIES TO BE ISSUED ON OR AFTER THE
EFFECTIVE DATE WILL NOT HAVE BEEN THE SUBJECT OF A REGISTRATION STATEMENT FILED
WITH, THE SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE UNDER THE SECURITIES ACT OR UNDER ANY STATE SECURITIES OR
"BLUE SKY" LAWS. THE PLAN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, AND NEITHER THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS DISCLOSURE STATEMENT
DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED.

UNLESS OTHERWISE DEFINED IN THE GLOSSARY, WHICH IS ATTACHED HERETO AS ANNEX
I, OR ELSEWHERE IN THIS DISCLOSURE STATEMENT, CAPITALIZED TERMS USED HEREIN HAVE
THE MEANINGS ASCRIBED TO THEM IN THE PLAN, WHICH IS ATTACHED HERETO AS EXHIBIT
A.

FOR PURPOSES OF THIS DISCLOSURE STATEMENT, THE TERM "WITH DTI" SHALL REFER
TO THE RELATIVE EFFECTS OF THE ALLOWED PORTION OF THE DTI GUARANTY CLAIM
EQUALING THE MAXIMUM POTENTIAL AMOUNT OF SUCH CLAIM (ESTIMATED AT $13.5 MILLION)
AND THE TERM "WITHOUT DTI" SHALL REFER TO THE RELATIVE EFFECTS OF THE ENTIRE DTI
GUARANTY CLAIM BEING DISALLOWED OR OTHERWISE NOT BEING ENTITLED TO RECEIVE A
DISTRIBUTION UNDER THE PLAN. THE ACTUAL DISTRIBUTIONS AND RECOVERY PERCENTAGES
WILL BE DETERMINED BASED ON THE ALLOWED DTI GUARANTY CLAIM ESTABLISHED BY
AGREEMENT OR THROUGH THE ESTIMATION PROCESS AND WILL FALL WITHIN THE RANGE
PRESENTED. SEE SECTION V.D. -- "ANTICIPATED EVENTS DURING THE CHAPTER 11
CASES -- DTI GUARANTY CLAIM."

FOR PURPOSES OF THIS DISCLOSURE STATEMENT, THE FOLLOWING RULES OF
INTERPRETATION SHALL APPLY: (I) WHENEVER THE WORDS "INCLUDE," "INCLUDES" OR
"INCLUDING" ARE USED THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION," (II) THE WORDS "HEREOF," "HEREIN," "HEREBY" AND "HEREUNDER" AND
WORDS OF SIMILAR IMPORT SHALL REFER TO THIS DISCLOSURE STATEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION, (III) SECTION AND EXHIBIT REFERENCES ARE TO
THIS DISCLOSURE STATEMENT UNLESS OTHERWISE SPECIFIED, AND (IV) WITH RESPECT TO
ANY DISTRIBUTION UNDER THE PLAN, "ON" A DATE MEANS ON OR AS SOON AS REASONABLY
PRACTICABLE THEREAFTER.

THE DEBTORS ARE FURNISHING THE SOLICITATION PACKAGE TO EACH RECORD HOLDER
OF ELIGIBLE CLAIMS AS OF THE VOTING RECORD DATE IN CONNECTION WITH THE DEBTORS'
SOLICITATION OF ACCEPTANCES OF THE PLAN DESCRIBED HEREIN PURSUANT TO SECTION
1126(b) OF THE BANKRUPTCY CODE. THIS DISCLOSURE STATEMENT IS TO BE USED BY EACH
SUCH HOLDER OF ELIGIBLE CLAIMS SOLELY IN CONNECTION WITH ITS EVALUATION OF THE
PLAN; USE OF THIS DISCLOSURE STATEMENT FOR ANY OTHER PURPOSE IS NOT AUTHORIZED.
THIS DISCLOSURE STATEMENT MAY NOT BE REPRODUCED OR PROVIDED TO ANYONE OTHER THAN
ADVISORS TO THE RECIPIENT WITHOUT THE PRIOR WRITTEN CONSENT OF GROUP.

THE DEBTORS HAVE NOT COMMENCED REORGANIZATION CASES UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE AS OF THE DATE OF THIS DISCLOSURE STATEMENT. IF, HOWEVER, THE
DEBTORS RECEIVE PROPERLY COMPLETED BALLOTS (THAT ARE NOT SUBSEQUENTLY REVOKED)
INDICATING ACCEPTANCE OF THE PLAN IN SUFFICIENT NUMBER AND AMOUNT TO MEET THE
VOTING REQUIREMENTS PRESCRIBED BY SECTION 1126 OF THE BANKRUPTCY CODE, THE
DEBTORS INTEND TO FILE (BUT HEREBY EXPRESSLY RESERVE THE RIGHT NOT TO FILE) WITH
THE BANKRUPTCY COURT VOLUNTARY PETITIONS FOR RELIEF UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE, AND TO SEEK, AS PROMPTLY THEREAFTER AS PRACTICABLE,
CONFIRMATION OF THE PLAN. THE EFFECTIVE DATE OF THE PLAN IS EXPECTED TO OCCUR
SHORTLY AFTER THE BANKRUPTCY COURT'S ENTRY OF THE CONFIRMATION ORDER.

IN THE EVENT THAT THE REQUISITE ACCEPTANCES ARE NOT RECEIVED OR, IF
RECEIVED, ARE SUBSEQUENTLY REVOKED PRIOR TO TERMINATION OF THE SOLICITATION, THE
DEBTORS HEREBY RESERVE THE RIGHT, WITH THE CONSENT OF THE CREDITOR GROUP, TO USE
ANY AND ALL BALLOTS ACCEPTING THE PLAN THAT WERE RECEIVED PURSUANT TO THE
SOLICITATION AND NOT SUBSEQUENTLY REVOKED TO SEEK CONFIRMATION OF THE PLAN (OR
OF ANY MODIFICATION THEREOF THAT DOES

NOT MATERIALLY AND ADVERSELY AFFECT THE TREATMENT OF THE CLASSES OF CLAIMS WITH
RESPECT TO WHICH SUCH BALLOTS WERE CAST) PURSUANT TO SECTION 1129(b) OF THE
BANKRUPTCY CODE. SEE SECTION IV.O.4 -- "SUMMARY OF THE PLAN -- ACCEPTANCE OR
REJECTION OF THE PLAN -- NONCONSENSUAL CONFIRMATION."

THE VOTING DEADLINE TO ACCEPT OR REJECT THE JOINT PREPACKAGED
REORGANIZATION PLAN IS 12:00 MIDNIGHT NEW YORK CITY TIME, ON SEPTEMBER 30,
2002, UNLESS EXTENDED BY THE DEBTORS. IN ORDER TO BE COUNTED, BALLOTS MUST
BE RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEADLINE.

* * * * *

BECAUSE ACCEPTANCE OF THE PLAN WILL CONSTITUTE ACCEPTANCE OF ALL THE
PROVISIONS THEREOF, HOLDERS OF ELIGIBLE CLAIMS ARE URGED TO CONSIDER CAREFULLY
THE INFORMATION REGARDING TREATMENT OF THEIR CLAIMS CONTAINED IN THIS DISCLOSURE
STATEMENT.

THE CONFIRMATION AND EFFECTIVENESS OF THE PLAN IS SUBJECT TO MATERIAL
CONDITIONS PRECEDENT. SEE SECTION IV.P -- "SUMMARY OF THE PLAN -- CONDITIONS
PRECEDENT; WAIVER." THERE CAN BE NO ASSURANCE THAT THOSE CONDITIONS WILL BE
SATISFIED.

THE DEBTORS PRESENTLY INTEND TO SEEK TO CONSUMMATE THE PLAN AND TO CAUSE
THE EFFECTIVE DATE TO OCCUR PROMPTLY AFTER CONFIRMATION OF THE PLAN. THERE CAN
BE NO ASSURANCE, HOWEVER, AS TO WHEN AND WHETHER CONFIRMATION OF THE PLAN AND
THE EFFECTIVE DATE ACTUALLY WILL OCCUR. PROCEDURES FOR DISTRIBUTIONS UNDER THE
PLAN, INCLUDING MATTERS THAT ARE EXPECTED TO AFFECT THE TIMING OF THE RECEIPT OF
DISTRIBUTIONS BY HOLDERS OF CLAIMS AND EQUITY INTERESTS IN CERTAIN CLASSES AND
THAT COULD AFFECT THE AMOUNT OF DISTRIBUTIONS ULTIMATELY RECEIVED BY SUCH
HOLDERS, ARE DESCRIBED IN SECTION IV.L -- "SUMMARY OF THE PLAN -- PROVISIONS
GOVERNING DISTRIBUTIONS."

THE TERMS OF THE PLAN HAVE BEEN DEVELOPED IN THE COURSE OF DISCUSSIONS AND
GOOD FAITH NEGOTIATIONS WITH (I) 100% OF THE SENIOR LENDERS, (II) THE
NOTEHOLDERS' COMMITTEE AND (III) HICKS MUSE (COLLECTIVELY, THE "CREDITOR
GROUP"). THE SENIOR LENDERS HAVE BEEN REPRESENTED BY THE LAW FIRM OF SIMPSON
THACHER & BARTLETT AND HAVE ALSO RETAINED FTI/POLICANO & MANZO AS THEIR
FINANCIAL ADVISORS IN CONNECTION WITH THE RESTRUCTURING. THE NOTEHOLDERS'
COMMITTEE HAS BEEN REPRESENTED BY THE LAW FIRMS OF DEWEY BALLANTINE LLP AND
STROOCK & STROOCK & LAVAN LLP AND HAS ALSO RETAINED JEFFERIES & COMPANY, INC. AS
ITS FINANCIAL ADVISORS IN CONNECTION WITH THE RESTRUCTURING. HICKS MUSE HAS BEEN
REPRESENTED BY THE LAW FIRM OF VINSON & ELKINS L.L.P. IN CONNECTION WITH THE
RESTRUCTURING. THE MEMBERS OF THE CREDITOR GROUP APPROVE AND ENDORSE THE PLAN
AND RECOMMEND THAT OTHER HOLDERS OF ELIGIBLE CLAIMS VOTE TO ACCEPT THE PLAN.

THE BOARDS OF DIRECTORS OF GROUP AND VIASYSTEMS HAVE APPROVED THE PLAN AND
RECOMMEND THAT THE HOLDERS OF ELIGIBLE CLAIMS VOTE TO ACCEPT THE PLAN IN
ACCORDANCE WITH THE VOTING INSTRUCTIONS SET FORTH IN SECTION XI -- "THE
SOLICITATION; VOTING PROCEDURES" AND IN THE BALLOT. TO BE COUNTED, YOUR BALLOT
MUST BE DULY COMPLETED, EXECUTED, AND ACTUALLY RECEIVED BY THE VOTING DEADLINE.
HOLDERS OF ELIGIBLE CLAIMS ARE EN-
iii

COURAGED TO READ AND CONSIDER CAREFULLY THIS ENTIRE DISCLOSURE STATEMENT,
INCLUDING THE PLAN ATTACHED HERETO AS EXHIBIT A.

* * * * *

IF THE REQUISITE ACCEPTANCES ARE NOT RECEIVED, THE DEBTORS BELIEVE THAT
THEY MAY HAVE TO FILE TRADITIONAL, NON-PREPACKAGED PETITIONS UNDER CHAPTER 11 OF
THE BANKRUPTCY CODE. THERE CAN BE NO ASSURANCE, HOWEVER, THAT THE DEBTORS WILL
BE ABLE TO EMERGE FROM CASES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE IN SUCH
CIRCUMSTANCES, AND THE DEBTORS MIGHT BE FORCED INTO LIQUIDATION UNDER CHAPTER 7
OF THE BANKRUPTCY CODE. THE DEBTORS BELIEVE THAT IF THEY ARE LIQUIDATED UNDER
CHAPTER 7, THE VALUES OF THE ASSETS AVAILABLE FOR PAYMENT TO CREDITORS WOULD BE
SIGNIFICANTLY LOWER THAN THE VALUES OF THE DISTRIBUTIONS CONTEMPLATED BY AND
UNDER THE PLAN. SEE SECTION VIII.C -- "FEASIBILITY OF THE PLAN AND THE BEST
INTERESTS OF CREDITORS TEST -- LIQUIDATION ANALYSIS."

* * * * *

THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF THE
PLAN, STATUTORY PROVISIONS, DOCUMENTS RELATED TO THE PLAN, ANTICIPATED EVENTS IN
THE DEBTORS' CHAPTER 11 CASES, AND FINANCIAL INFORMATION. ALTHOUGH THE DEBTORS
BELIEVE THAT THE PLAN AND RELATED DOCUMENT AND STATUTORY PROVISION SUMMARIES ARE
FAIR AND ACCURATE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT
SET FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS. FACTUAL
INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY
MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS ARE UNABLE TO
WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN, INCLUDING THE
FINANCIAL PROJECTIONS AND OTHER FINANCIAL INFORMATION, IS WITHOUT ANY INACCURACY
OR OMISSION.

IN DETERMINING WHETHER TO VOTE TO ACCEPT THE PLAN, HOLDERS OF ELIGIBLE
CLAIMS MUST RELY ON THEIR OWN EXAMINATION OF THE DEBTORS AND THE TERMS OF THE
PLAN, INCLUDING THE MERITS AND RISKS INVOLVED. THE CONTENTS OF THIS DISCLOSURE
STATEMENT SHOULD NOT BE CONSTRUED AS PROVIDING ANY LEGAL, BUSINESS, FINANCIAL,
OR TAX ADVICE. EACH SUCH HOLDER SHOULD CONSULT WITH ITS OWN LEGAL, BUSINESS,
FINANCIAL, AND TAX ADVISORS WITH RESPECT TO ANY SUCH MATTERS CONCERNING THIS
DISCLOSURE STATEMENT, THE SOLICITATION, THE PLAN AND THE TRANSACTIONS
CONTEMPLATED THEREBY. SEE SECTION X -- "CERTAIN FACTORS TO BE CONSIDERED" FOR A
DISCUSSION OF VARIOUS FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE
PLAN.

* * * * *

GROUP IS RELYING ON SECTION 3(a)(9), AND IN CERTAIN INSTANCES SECTION 4(2),
OF THE SECURITIES ACT AND SIMILAR STATE LAW PROVISIONS, AND TO THE EXTENT
APPLICABLE, ON THE EXEMPTION FROM THE SECURITIES ACT AND EQUIVALENT STATE LAW
REGISTRATION REQUIREMENTS PROVIDED BY SECTION 1145(a)(1) OF THE BANKRUPTCY CODE,
TO EXEMPT FROM REGISTRATION UNDER THE SECURITIES LAWS THE OFFER AND SALE OF NEW
SECURITIES IN CONNECTION WITH THE SOLICITATION AND THE PLAN. SEE SECTION
VI.B -- "CAPITAL STRUCTURE OF THE REORGANIZED DEBTORS -- NEW SECURITIES" FOR A
DESCRIPTION OF THE NEW SECURITIES.

THIS DISCLOSURE STATEMENT CONTAINS PROJECTED FINANCIAL INFORMATION
REGARDING THE REORGANIZED DEBTORS AND CERTAIN OTHER FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE
EXCHANGE ACT, ALL OF WHICH ARE BASED ON VARIOUS ESTIMATES AND ASSUMPTIONS. SUCH
INFORMATION AND STATEMENTS ARE SUBJECT TO INHERENT UNCERTAINTIES AND TO A WIDE
VARIETY OF SIGNIFICANT BUSINESS, ECONOMIC, AND COMPETITIVE RISKS, INCLUDING
THOSE SUMMARIZED HEREIN. SEE SECTION X -- "CERTAIN FACTORS TO BE CONSIDERED."

WHEN USED IN THIS DISCLOSURE STATEMENT, THE WORDS "ANTICIPATE," "BELIEVE,"
"ESTIMATE," "WILL," "MAY," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS GENERALLY
IDENTIFY FORWARD-LOOKING STATEMENTS. ALTHOUGH THE DEBTORS BELIEVE THAT THEIR
PLANS, INTENTIONS AND EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS
ARE REASONABLE, THEY CANNOT BE SURE THAT THEY WILL BE ACHIEVED. FORWARD-LOOKING
STATEMENTS IN THIS DISCLOSURE STATEMENT INCLUDE THOSE RELATING TO THE PAYMENTS
ON THE DEBTORS' CURRENT AND FUTURE DEBT INSTRUMENTS. THESE FACTORS ARE NOT
INTENDED TO REPRESENT A COMPLETE LIST OF THE GENERAL OR SPECIFIC FACTORS THAT
MAY AFFECT THE DEBTORS OR THE REORGANIZED DEBTORS. IT SHOULD BE RECOGNIZED THAT
OTHER FACTORS, INCLUDING GENERAL ECONOMIC FACTORS AND BUSINESS STRATEGIES, MAY
BE SIGNIFICANT, PRESENTLY OR IN THE FUTURE, AND THE FACTORS SET FORTH IN THIS
DISCLOSURE STATEMENT MAY AFFECT THE DEBTORS TO A MATERIALLY GREATER EXTENT THAN
DESCRIBED HEREIN AND MAY CAUSE FUTURE RESULTS TO DIFFER MATERIALLY FROM THOSE
SET FORTH IN THE FORWARD LOOKING STATEMENTS HEREIN. ALL FORWARD-LOOKING
STATEMENTS ATTRIBUTABLE TO THE DEBTORS OR PERSONS ACTING ON THEIR BEHALF ARE
EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS SET FORTH IN
THIS DISCLOSURE STATEMENT. EXCEPT AS REQUIRED BY LAW, THE DEBTORS UNDERTAKE NO
OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE. FORWARD-LOOKING STATEMENTS ARE PROVIDED
IN THIS DISCLOSURE STATEMENT PURSUANT TO THE SAFE HARBOR ESTABLISHED UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND, TO THE EXTENT APPLICABLE,
SECTION 1125(e) OF THE BANKRUPTCY CODE AND SHOULD BE EVALUATED IN THE CONTEXT OF
THE ESTIMATES, ASSUMPTIONS, UNCERTAINTIES, AND RISKS DESCRIBED HEREIN.

EXCEPT AS SET FORTH IN SECTION XI.J -- "THE SOLICITATION; VOTING
PROCEDURES -- FURTHER INFORMATION; ADDITIONAL COPIES," NO PERSON HAS BEEN
AUTHORIZED BY THE DEBTORS IN CONNECTION WITH THE PLAN OR THE SOLICITATION TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN
THIS DISCLOSURE STATEMENT AND THE EXHIBITS ATTACHED HERETO OR INCORPORATED BY
REFERENCE OR REFERRED TO HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DEBTORS.
THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE TO WHICH IT
RELATES, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE
DATE HEREOF, AND NEITHER THE DELIVERY OF THIS DISCLOSURE STATEMENT NOR THE
DISTRIBUTION OF ANY NEW SECURITIES PURSUANT TO THE PLAN WILL, UNDER ANY
CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THE INFORMATION

CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF. ANY
ESTIMATES OF CLAIMS OR EQUITY INTERESTS SET FORTH IN THIS DISCLOSURE STATEMENT
MAY VARY FROM THE AMOUNTS OF CLAIMS OR EQUITY INTERESTS ULTIMATELY ALLOWED BY
THE BANKRUPTCY COURT.

THE SUMMARIES OF THE PLAN AND OTHER DOCUMENTS CONTAINED IN THIS DISCLOSURE
STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN ITSELF, THE
EXHIBITS ATTACHED THERETO AND ALL DOCUMENTS DESCRIBED THEREIN. TO THE EXTENT OF
ANY INCONSISTENCY BETWEEN THIS DISCLOSURE STATEMENT AND THE PLAN, THE TERMS OF
THE PLAN SHALL GOVERN. THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT,
INCLUDING THE INFORMATION REGARDING THE HISTORY, BUSINESSES, AND OPERATIONS OF
THE DEBTORS, THE HISTORICAL AND PROJECTED FINANCIAL INFORMATION OF THE DEBTORS
AND THE LIQUIDATION ANALYSIS RELATING TO THE DEBTORS ARE INCLUDED HEREIN FOR
PURPOSES OF SOLICITING ACCEPTANCES OF THE PLAN. AS TO ANY JUDICIAL PROCEEDINGS
IN ANY COURT, INCLUDING ANY ADVERSARY PROCEEDINGS OR CONTESTED MATTERS THAT MAY
BE FILED IN THE BANKRUPTCY COURT, SUCH INFORMATION IS NOT TO BE CONSTRUED AS AN
ADMISSION OR STIPULATION BUT RATHER AS STATEMENTS MADE IN SETTLEMENT
NEGOTIATIONS AND SHALL BE INADMISSIBLE FOR ANY PURPOSE ABSENT THE EXPRESS
WRITTEN CONSENT OF THE DEBTORS AND THE PARTY AGAINST WHOM SUCH INFORMATION IS
SOUGHT TO BE ADMITTED.

* * * * *

TABLE OF CONTENTS

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TABLE OF ATTACHMENTS......................................................... xii

I. INTRODUCTION AND EXECUTIVE SUMMARY.................................... 1

A. General.......................................................... 1

B. Summary of Anticipated Distributions Under the Plan.............. 2

C. Other Elements of the Plan....................................... 7

1. Rights Offering............................................. 7

2. Hicks Muse Exchange......................................... 8

3. DIP Facility................................................ 8

4. New Senior Credit Agreement................................. 8

5. Incentive Option Plan....................................... 9

D. Estimated Post-Restructuring Capitalization...................... 9

E. The Confirmation Hearing......................................... 11

F. Summary of Post-Confirmation Operations.......................... 11

G. Reasons for the Solicitation; Recommendation..................... 11

H. Summary of Voting Procedures..................................... 12

I. Concurrent Restructurings........................................ 12

II. GENERAL INFORMATION REGARDING THE DEBTORS............................. 12

A. Background....................................................... 12

B. Events Leading to Chapter 11 Cases............................... 13

C. Restructuring Professionals...................................... 15

D. Estimated Pre-Restructuring Indebtedness and Preferred Stock..... 15

III. MANAGEMENT AND CORPORATE STRUCTURE OF THE REORGANIZED DEBTORS.........
16

A. The Board of Directors and Executive Officers of the Reorganized 16
Debtors..........................................................

B. Incentive Option Plan............................................ 17

C. Employment Agreements............................................ 18

D. Concurrent Restructurings........................................ 18

IV. SUMMARY OF THE PLAN................................................... 18

A. Introduction..................................................... 18

B. Schedule of Treatment of Claims and Equity Interests............. 19

C. Treatment of Unclassified Claims................................. 19

D. Treatment of Classified Claims and Equity Interests.............. 20

E. Allowed Claims and Equity Interests.............................. 23

F. Postpetition Interest............................................ 23
</Table>

vii

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G. Alternative Treatment............................................ 23

H. Tax Allocation................................................... 24

I. Rights Offering.................................................. 24

J. Hicks Muse Exchange.............................................. 26

K. Means for Implementation of the Plan............................. 26

1. Continued Corporate Existence; Authorized Capital Stock..... 26

2. Corporate Action; Cancellation of Securities................ 27

3. Directors and Executive Officers............................ 27

4. New Securities.............................................. 27

5. New Senior Credit Agreement................................. 28

6. New Subordinated Notes...................................... 28

7. Rights Offering and Hicks Muse Exchange..................... 28

8. Incentive Option Plan....................................... 29

9. Revesting of Assets......................................... 29

10. Preservation of Rights of Action; Settlement of Litigation
Claims...................................................... 29

11. Effectuating Documents; Further Transactions................ 29

12. Exemption from Certain Transfer Taxes....................... 29

L. Provisions Governing Distributions............................... 29

1. Distributions for Claims and Equity Interests Allowed as of
the Effective Date.......................................... 29

2. Disbursing Agent............................................ 30

3. Surrender of Securities or Instruments...................... 30

4. Instructions to Disbursing Agent............................ 30

5. Services of Indenture Trustee............................... 31

6. Record Date for Distributions............................... 31

7. Means of Cash Payment....................................... 31

8. Calculation of Distribution Amounts of New Stock and New
Warrants.................................................... 31

9. Delivery of Distributions; Undeliverable or Unclaimed
Distributions............................................... 31

10. Withholding and Reporting Requirements...................... 31

11. Setoffs..................................................... 32

M. Procedures for Resolving Disputed, Contingent, and Unliquidated 32
Claims...........................................................

1. Objections to Claims and Equity Interests; Disputed Claims
and Equity Interests........................................ 32

2. No Distribution Pending Allowance........................... 32

3. Distributions After Allowance............................... 32
</Table>

viii

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N. Treatment of Executory Contracts and Unexpired Leases............ 33

1. Assumed Contracts and Leases................................ 33

2. Payments Related to Assumption of Contracts and Leases...... 33

3. Rejected Contracts and Leases............................... 33

4. Claims Based on Rejection of Executory Contracts or
Unexpired Leases............................................ 33

5. Compensation and Benefit Plans and Treatment of Retirement
Plan........................................................ 34

O. Acceptance or Rejection of the Plan.............................. 34

1. Classes Entitled To Vote.................................... 34

2. Acceptance by Impaired Classes.............................. 34

3. Elimination of Classes...................................... 34

4. Nonconsensual Confirmation.................................. 34

P. Conditions Precedent; Waiver..................................... 35

1. Conditions to Confirmation.................................. 35

2. Conditions to Effective Date................................ 35

3. Waiver of Conditions........................................ 37

Q. Modifications and Amendments; Withdrawal......................... 37

R. Retention of Jurisdiction........................................ 37

S. Compromises and Settlements...................................... 38

T. Miscellaneous Provisions......................................... 38

1. Bar Dates for Certain Claims................................ 38

2. Payment of Statutory Fees................................... 39

3. Severability of Plan Provisions............................. 39

4. Successors and Assigns...................................... 40

5. Discharge of the Debtors and Injunction..................... 40

6. Debtors' Releases........................................... 40

7. Other Releases.............................................. 41

8. Exculpation and Limitation of Liability..................... 41

9. Waiver of Enforcement of Subordination...................... 41

10. Term of Injunctions or Stays................................ 42

11. Binding Effect.............................................. 42

12. Revocation, Withdrawal, or Non-Consummation................. 42

13. Committees.................................................. 42

14. Plan Supplement............................................. 42

15. Notices to Debtors.......................................... 43

16. Indemnification Obligations................................. 43
</Table>

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17. Governing Law............................................... 43

18. Prepayment.................................................. 43

19. Section 1125(e) of the Bankruptcy Code...................... 43

V. ANTICIPATED EVENTS DURING THE CHAPTER 11 CASES........................ 44

A. Commencement of the Chapter 11 Cases............................. 44

1. Schedules and Statement of Financial Affairs................ 44

2. Approval of Prepetition Solicitation and Scheduling of
Confirmation Hearing........................................ 44

3. Cash Management System...................................... 44

4. Retention of Professionals.................................. 45

5. Joint Administration........................................ 45

B. Debtor In Possession Financing................................... 45

C. DTI Guaranty Claim............................................... 46

D. Anticipated Timetable for the Chapter 11 Cases................... 48

VI. CAPITAL STRUCTURE OF THE REORGANIZED DEBTORS.......................... 48

A. Estimated Post-Restructuring Capital Structure................... 48

B. New Securities................................................... 49

1. New Common Stock............................................ 49

2. New Preferred Stock......................................... 49

3. New Warrants................................................ 51

4. New Options................................................. 51

5. Stockholders Agreement...................................... 51

6. Securities Law Matters...................................... 54

C. New Senior Credit Agreement...................................... 55

1. Term Loan Facilities........................................ 55

2. Exit Facility............................................... 58

D. New Subordinated Notes........................................... 60

VII. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN................... 60

A. General.......................................................... 60

B. Consequences to the Debtors...................................... 60

C. Consequences to Certain Holders of Certain Claims................ 63

D. Importance of Obtaining Professional Tax Assistance.............. 69

VIII. FEASIBILITY OF THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST...... 69

A. Feasibility of the Plan.......................................... 69

B. Best Interests Test.............................................. 70

C. Liquidation Analysis............................................. 71
</Table>

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D. Valuation of the Reorganized Debtors............................. 72

IX. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN............. 73

A. Commencement of a 'Traditional' Chapter 11 Case.................. 74

B. Alternative Plan(s).............................................. 74

C. Liquidation under Chapter 7 or Chapter 11........................ 74

X. CERTAIN FACTORS TO BE CONSIDERED...................................... 75

A. General.......................................................... 75

B. Business and Industry Risks...................................... 76

C. Transactions with Affiliates..................................... 78

D. Failure to Receive Requisite Acceptances......................... 79

E. Failure to Confirm the Plan...................................... 80

F. Failure to Consummate the Plan................................... 80

G. New Stock Risks.................................................. 81

H. Claims Estimations............................................... 81

I. Certain Tax Considerations....................................... 81

J. Inherent Uncertainty of Financial Projections.................... 81

XI. THE SOLICITATION; VOTING PROCEDURES................................... 82

A. Voting Deadline.................................................. 82

B. Voting Procedures................................................ 82

C. Special Note for Holders of Subordinated Notes................... 82

D. Fiduciaries and other Representatives............................ 84

E. Parties Entitled to Vote......................................... 84

F. Agreements Upon Furnishing Ballots............................... 85

G. Waivers of Defects, Irregularities, Etc. ........................ 85

H. Withdrawal of Ballots; Revocation................................ 85

I. Delivery of Extinguished Securities.............................. 86

J. Further Information; Additional Copies........................... 86

XII. RECOMMENDATION AND CONCLUSION......................................... 87
</Table>

TABLE OF ATTACHMENTS

<Table>

ANNEX I Glossary

EXHIBIT A The Plan

Viasystems Group, Inc.'s Form 10-K for the year ended
EXHIBIT B-1 December 31, 2001

Viasystems Group, Inc.'s Form 10-Q for the quarter ended
EXHIBIT B-2 June 30, 2002

Viasystems, Inc.'s Form 10-K for the year ended December 31,
EXHIBIT B-3 2001

Viasystems Inc.'s Form 10-Q for the quarter ended June 30,
EXHIBIT B-4 2002

EXHIBIT C Liquidation Analysis and Best Interests Test

EXHIBIT D Financial Projections

EXHIBIT E List of Subsidiaries

EXHIBIT F Form of Lockup Agreement
</Table>

xii

I. INTRODUCTION AND EXECUTIVE SUMMARY

A. GENERAL

This Disclosure Statement has been prepared to comply with section 1125 of
the Bankruptcy Code and is hereby transmitted by the Debtors pursuant to section
1126(b) of the Bankruptcy Code for use in the Solicitation of acceptances of the
Plan, a copy of which is attached hereto as Exhibit A. At this time, the Debtors
have not commenced cases under Chapter 11 of the Bankruptcy Code, but the
Debtors are soliciting acceptances of the Plan from holders of Eligible Claims.
If sufficient votes for acceptance of the Plan are received, the Debtors expect
to commence Chapter 11 Cases and to seek promptly Confirmation of the Plan by
the Bankruptcy Court. The Debtors believe that this prepetition Solicitation
will significantly simplify, shorten, and reduce the cost of the administration
of, and minimize disputes during, their Chapter 11 Cases and minimize the
disruption of their businesses that could result from a traditional bankruptcy
case, which could be contested and protracted. Further, in a lengthy bankruptcy
case, the Debtors believe that there is a substantial risk that recoveries by
holders of Eligible Claims would be of significantly less value than the values
of the proposed recoveries under the Plan. If the Debtors do not receive the
Requisite Acceptances by the Voting Deadline, the Debtors will be forced to
evaluate other available options, including filing one or more traditional,
non-prepackaged Chapter 11 cases.

The primary purpose of the Plan is to effectuate the Restructuring of the
Debtors' capital structure in order to bring it into alignment with the Debtors'
present and future operating prospects and to provide the Debtors with greater
liquidity. Presently, the funds expected to be generated by the Debtors' and
their Subsidiaries will not be sufficient to meet the Debtors' debt service
requirements and satisfy its debt obligations unless the Restructuring is
consummated. The Debtors believe that the Restructuring will substantially
reduce uncertainty with respect to their future and better position them to
develop and maintain new customers.

The Restructuring will reduce the principal amount of Viasystems'
outstanding indebtedness by approximately $738 million (based upon projected
balances as of September 30, 2002) by converting a substantial portion of such
indebtedness into equity of Reorganized Group through (i) the transfer of Senior
Note Claims and DTI Guaranty Claims to Group in exchange for shares of New
Junior Preferred Stock and New Common Stock (followed by a transfer by Group of
such Claims to Viasystems as a contribution to capital), (ii) the transfer of
Subordinated Note Claims to Group in exchange for shares of New Common Stock
(followed by a transfer by Group of such Claims to Viasystems as a contribution
to capital), (iii) the transfer of a portion of the Existing Bank Debt to Group
in exchange for shares of New Senior Convertible Preferred Stock pursuant to the
Rights Offering (followed by a contribution by Group of such Existing Bank Debt
to Viasystems as a contribution to capital), (iv) Group's contribution of cash
proceeds from the issuance of New Senior Convertible Preferred Stock in the
Rights Offering to the capital of Viasystems for the repayment of outstanding
indebtedness under the Existing Credit Agreement and (v) the transfer of a
portion of the Existing Bank Debt to Group in exchange for shares of New Common
Stock pursuant to the Hicks Muse Exchange (followed by a contribution by Group
of such Existing Bank Debt to Viasystems as a contribution to capital). By
offering the holders of the Senior Notes, the DTI Guaranty, and Subordinated
Notes substantially all of the equity of Reorganized Group, the Debtors intend
that such holders will participate in the long-term appreciation of the Debtors'
business, which the Debtors expect will be enhanced by the reduction of
Viasystems' debt obligations.

The Existing Group Preferred Stock will be exchanged for New Warrants
(provided that the holders of General Unsecured Claims against Group vote to
accept the Plan). All other Equity Interests in Group, including Existing Group
Common Stock, will be cancelled and the holders of such Equity Interests will
not receive or retain any property or interest on account of such Equity
Interests.

Other than Viasystems, no other Subsidiary is contemplated to commence a
Chapter 11 Case. The Subsidiaries will continue to operate their businesses in
the ordinary course and outside of any proceedings under the Bankruptcy Code.
Certain of the Debtors' Subsidiaries, however, are currently in the process of
conducting other restructuring transactions of certain of their European and
domestic operations under foreign

and domestic laws other than the Bankruptcy Code. See Section
III.D -- "MANAGEMENT AND CORPORATE STRUCTURE OF THE REORGANIZED
DEBTORS -- CONCURRENT RESTRUCTURINGS."

This Disclosure Statement sets forth certain detailed information regarding
the Debtors' history, their projections for future operations, and significant
events expected to occur during the Chapter 11 Cases. This Disclosure Statement
also describes the Plan, alternatives to the Plan, effects of Confirmation of
the Plan, and the manner in which distributions will be made under the Plan. In
addition, this Disclosure Statement discusses the Confirmation process and the
voting procedures that holders of Eligible Claims must follow for their votes to
be counted.

B. SUMMARY OF ANTICIPATED DISTRIBUTIONS UNDER THE PLAN

Under the Plan, Claims against and Equity Interests in the Debtors are
divided into Classes. Certain Claims, including Administrative Claims, Priority
Tax Claims, and certain Other Priority Claims will receive payment in full in
Cash either on the Distribution Date, as such claims are liquidated, or in
installments over time, as permitted by the Bankruptcy Code, or as agreed with
the holders of such Claims. All other Claims and Equity Interests will receive
the distributions and recoveries (if any) described in the table below.

The table below summarizes the classification and treatment of the
prepetition Claims and Equity Interests under the Plan. Estimated Claim amounts
are based upon projected balances as of September 30, 2002. Estimated recovery
percentages are based upon Rothschild's mid-point total enterprise value of the
Debtors (see Section VIII.D -- "FEASIBILITY OF THE PLAN AND THE BEST INTERESTS
OF CREDITORS TEST -- VALUATION OF THE REORGANIZED DEBTORS"). The actual Allowed
amount and recovery percentage may vary materially depending upon the nature and
extent of Claims actually asserted. This summary is qualified in its entirety by
reference to the provisions of the Plan.

<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------
RECOVERY %
----------------------------
WITH WITHOUT
CLASS DESCRIPTION TREATMENT UNDER THE PLAN DTI DTI
- ----------------------------------------------------------------------------------------------------------

Administrative Claims Each holder of an Allowed Administrative Claim 100% 100%
will receive, on the latest of (i) the
Distribution Date, (ii) the date on which its
Administrative Claim becomes an Allowed
Administrative Claim, or (iii) the date on
which its Administrative Claim becomes payable
under any agreement relating thereto, Cash
equal to the unpaid portion of its Allowed
Administrative Claim. Notwithstanding the
foregoing, (a) any Allowed Administrative
Claim based on a liability incurred by the
Debtors in the ordinary course of business
during the Chapter 11 Cases shall be paid in
the ordinary course of business, in accordance
with the terms and conditions of any agreement
relating thereto and (b) any Allowed
Administrative Claim may be paid on such other
terms as may be agreed on between the holder
of such claim and the Debtors.
Pursuant to section 1123(a)(1) of the
Bankruptcy Code, holders of Administrative
Claims are not entitled to vote.
- ----------------------------------------------------------------------------------------------------------
</Table>

Priority Tax Claims On the later of (i) the Distribution Date or 100% 100%
(ii) the date such Priority Tax Claim becomes
an Allowed Priority Tax Claim, each holder of
an Allowed Priority Tax Claim will receive in
full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed
Priority Tax Claim, in the sole discretion of
the Debtors, (a) Cash equal to the unpaid
portion of such Allowed Priority Tax Claim,
(b) deferred Cash payments over a period not
exceeding six years after the date of
assessment of such Allowed Priority Tax Claim,
of a value, as of the Effective Date, equal to
such Allowed Priority Tax Claim, or (c) such
other treatment as to which the Debtors and
such holder will have agreed upon in writing;
provided, however, that the Debtors reserve
the right to prepay any Allowed Priority Tax
Claim, or any remaining balance of any Allowed
Priority Tax Claim, in full at any time on or
after the Distribution Date without premium or
penalty; provided further, however, that no
holder of an Allowed Priority Tax Claim will
be entitled to any payments on account of any
pre-Effective Date interest accrued on or
penalty arising after the Petition Date with
respect to or in connection with such Allowed
Priority Tax Claim.
Pursuant to section 1123(a)(1) of the
Bankruptcy Code, holders of Priority Tax
Claims are not entitled to vote.
- ----------------------------------------------------------------------------------------------------------
Class 1A and 1B On the later of (i) the Distribution Date or 100% 100%
(ii) the date on which its Other Priority
Other Priority Claims Claim becomes an Allowed Other Priority Claim,
each holder of an Allowed Other Priority Claim
will receive, in full satisfaction,
settlement, release, and discharge of and in
exchange for such Allowed Other Priority
Claim, Cash equal to the full amount of its
Allowed Other Priority Claim.
Holders of Other Priority Claims are
unimpaired, are deemed to have accepted the
Plan, and are not entitled to vote.
- ----------------------------------------------------------------------------------------------------------
</Table>

Class 2A The legal, equitable, and contractual rights 100% 100%
of the holders of Existing Credit Agreement
Group Existing Credit Claims against Group remaining after the
Agreement Claims reduction referenced below will be deemed
satisfied by Group's guarantee of the
Estimated Amount: obligations under the New Senior Credit
$525.7 million* Agreement.
Estimated Issued and Holders of Existing Credit Agreement Claims
Undrawn Letters of against Group are Impaired and entitled to
Credit: vote.
$11.5 million
*Existing Credit Agreement Claims will be
reduced by approximately $77.43 million
pursuant to the consummation of the Rights
Offering and the Hicks Muse Exchange.
- ----------------------------------------------------------------------------------------------------------
Class 2B On the Effective Date, each holder of an 100% 100%
Allowed Existing Credit Agreement Claim
Viasystems Existing against Viasystems remaining after the
Credit Agreement reduction referenced below will receive, in
Claims full satisfaction, settlement, release, and
discharge of and in exchange for such Existing
Estimated Amount: Credit Agreement Claim, an amount of
$525.7 million* indebtedness under the New Senior Credit
Agreement equal to the amount of such holder's
Estimated Issued and Allowed Existing Credit Agreement Claim and
Undrawn Letters of all rights related to such indebtedness under
Credit: the New Senior Credit Agreement.
$11.5 million
Holders of Existing Credit Agreement Claims
against Viasystems are Impaired and entitled
to vote.
*Existing Credit Agreement Claims will be
reduced by approximately $77.43 million
pursuant to the consummation of the Rights
Offering and the Hicks Muse Exchange.
- ----------------------------------------------------------------------------------------------------------
Class 3A and 3B The legal, equitable, and contractual rights 100% 100%
of the holders of Other Secured Claims are
Other Secured Claims unaltered by the Plan, and such Secured Claims
will otherwise be rendered unimpaired pursuant
Estimated Amount: to section 1124 of the Bankruptcy Code.
None
Holders of Other Secured Claims are
unimpaired, are deemed to have accepted the
Plan, and are not entitled to vote.
- ----------------------------------------------------------------------------------------------------------
</Table>

Class 4 On the later of (i) the Effective Date or (ii) 60.0%* 60.7%*
the date on which its Senior Note Claim or DTI
Viasystems Senior Guaranty Claim becomes an Allowed Senior Note
Note Claims and DTI Claim or Allowed DTI Guaranty Claim, each
Guaranty Claims holder of an Allowed Senior Note Claim or
Allowed DTI Guaranty Claim will transfer to
Estimated Amount of Group such Allowed Senior Note Claim or
Senior Note Claims: Allowed DTI Guaranty Claim and will receive
$120.1 million from Group in exchange therefor a Pro Rata
distribution of 1,336,000 shares of New Junior
Estimated Maximum Face Preferred Stock and 1,762,487 shares of New
Amount of DTI Guaranty Common Stock, with DTI, or 1,201,000 shares of
Claim: New Junior Preferred Stock and 1,584,344
$13.5 million shares of New Common Stock, without DTI (after
which, Group will contribute such Allowed
Senior Note Claim or Allowed Guaranty Claim to
Viasystems for cancellation and in
satisfaction, settlement, release, and
discharge of such Claim).
Holders of Senior Note Claims and the DTI
Guaranty Claim are Impaired and entitled to
vote.
*Computations assume a 15.0% discount rate.
- ----------------------------------------------------------------------------------------------------------
Class 5A The legal, equitable, and contractual rights -- --
of the holders of Subordinated Note Claims
Group Subordinated against Group will be deemed satisfied by
Note Claims virtue of the treatment afforded to holders of
Subordinated Note Claims against Viasystems as
Estimated Amount: set forth with respect to Class 5B below.
$540.6 million
Holders of Subordinated Note Claims against
Group are Impaired and entitled to vote.
- ----------------------------------------------------------------------------------------------------------
Class 5B On the later of (i) the Effective Date or (ii) 40.2% 42.9%
the date on which its Subordinated Note Claim
Viasystems becomes an Allowed Subordinated Note Claim,
Subordinated Note each holder of an Allowed Subordinated Note
Claims Claim against Viasystems will transfer to
Group such Allowed Subordinated Note Claim and
Estimated Amount: will receive from Group in exchange therefor a
$540.6 million Pro Rata distribution of 17,131,247 shares,
with DTI, or 17,558,818 shares, without DTI,
of New Common Stock (after which, Group will
contribute such Allowed Subordinated Note
Claim to Viasystems for cancellation and in
satisfaction, settlement, release, and
discharge of such Claim).
Holders of Subordinated Note Claims against
Viasystems are Impaired and entitled to vote.
- ----------------------------------------------------------------------------------------------------------
</Table>

Class 6A If the holders of General Unsecured Claims 22.6%* 24.1%*
against Group vote as a class to accept the
Group General Plan in accordance with section 1126(c) of the
Unsecured Claims Bankruptcy Code, then on the Effective Date,
each holder of an Allowed General Unsecured
Estimated Amount: Claim against Group will receive, in full
$2.0 million satisfaction, settlement, release, and
discharge of and in exchange for such Allowed
General Unsecured Claim, a Pro Rata
distribution of New Warrants to purchase
159,574 shares of New Common Stock, either
with or without DTI. In the event holders of
General Unsecured Claims against Group vote as
a class to reject the Plan, then such holders
will not receive any distributions under the
Plan.
Holders of General Unsecured Claims against
Group are Impaired and entitled to vote.
*Computations are based upon the Black-Scholes
option pricing model and assume a 35.0%
volatility.
- ----------------------------------------------------------------------------------------------------------
Class 6B Each holder of an Allowed General Unsecured 45.8%* 45.8%*
Claim against Viasystems will receive, in full
Viasystems General satisfaction, settlement, release, and
Unsecured Claims discharge of and in exchange for each such
Allowed General Unsecured Claim, a New
Estimated Amount: $0.2 Subordinated Note in a principal amount equal
million to 85% of the amount of each such Allowed
General Unsecured Claim.
Holders of General Unsecured Claims against
Viasystems are Impaired and entitled to vote.
*Computations assume a 12.5% discount rate.
- ----------------------------------------------------------------------------------------------------------
Class 7A and 7B The legal, equitable, and contractual rights 100% 100%
of the holders of Allowed Intercompany Claims
Intercompany Claims are unaltered by the Plan, or such
Intercompany Claims will otherwise be rendered
unimpaired pursuant to section 1124 of the
Bankruptcy Code.
Holders of Intercompany Claims are unimpaired,
are deemed to have accepted the Plan, and are
not entitled to vote.
- ----------------------------------------------------------------------------------------------------------
</Table>

Class 8 If the holders of Group General Unsecured 7.4%* 7.9%*
Claims (Class 6A) vote as a class to accept
Existing Group the Plan in accordance with section 1126(c) of
Preferred Stock the Bankruptcy Code, then on the Effective
Date each holder of an Allowed Existing Group
Liquidation Preferred Stock Equity Interest will receive a
Preference Amount: Pro Rata distribution of New Warrants to
$55.11 million purchase 1,436,171 shares of New Common Stock,
either with or without DTI. If holders of
Group General Unsecured Claims (Class 6A) vote
as a class to reject the Plan, holders of
Existing Group Preferred Stock will not
receive any distribution.
Holders of Existing Group Preferred Stock are
Impaired, are deemed to have rejected the
Plan, and are not entitled to vote.
*Computations are based upon the Black-Scholes
option pricing model and assume a 35.0%
volatility.
- ----------------------------------------------------------------------------------------------------------
Class 9A On the Effective Date, all Existing Group -- --
Common Stock will be cancelled, and the
Existing Group holders of Existing Group Common Stock will
Common Stock not receive or retain any property or interest
in property on account of their Existing Group
Common Stock.
Holders of Existing Group Common Stock are
Impaired, are deemed to have rejected the
Plan, and are not entitled to vote.
- ----------------------------------------------------------------------------------------------------------
Class 9B The legal, equitable, and contractual rights 100% 100%
of Group in the Existing Viasystems Common
Existing Viasystems Stock are unaltered and unimpaired by the
Common Stock Plan.
The holder of Existing Viasystems Common Stock
is unimpaired, is deemed to have accepted the
Plan, and is not entitled to vote.
- ----------------------------------------------------------------------------------------------------------
Class 10 On the Effective Date, all Existing Other -- --
Equity Interests will be cancelled, and the
Existing Other holders of Existing Other Equity Interests in
Equity Interests Group and Viasystems will not receive or
retain any property or interest in property on
account of their Existing Other Equity
Interests.
Holders of Existing Other Equity Interests in
Group and Viasystems are Impaired, are deemed
to have rejected the Plan, and are not
entitled to vote.
- ----------------------------------------------------------------------------------------------------------
</Table>

C. OTHER ELEMENTS OF THE PLAN

1. RIGHTS OFFERING

The Plan contemplates a purchase of New Senior Convertible Preferred Stock
from Group through the Rights Offering, the proceeds of which will be used in
their entirety to reduce Existing Bank Debt. Under the

terms of the Rights Offering, (i) the holders of Subordinated Note Claims
(including Hicks Muse) will be offered the right to purchase an aggregate of
2,758,828 shares, with DTI, or 2,646,135 shares, without DTI, of New Senior
Convertible Preferred Stock, (ii) Hicks Muse will be offered the additional
right to purchase an aggregate of 888,709 shares, with DTI, or 852,408 shares,
without DTI, of New Senior Convertible Preferred Stock, and (iii) TCW will be
offered the right to purchase an aggregate of 591,492 shares, with DTI, or
567,331 shares, without DTI, of New Senior Convertible Preferred Stock. An
aggregate of 4,239,029 shares, with DTI, or 4,065,874 shares, without DTI, of
New Senior Convertible Preferred Stock will be offered by Group for an aggregate
purchase price of $53.75 million. To assure the sale of all shares of New Senior
Convertible Preferred Stock offered in the Rights Offering, (a) each of Hicks
Muse and TCW have agreed to exercise their right to purchase such shares in full
and (b) GSC has agreed to purchase all remaining shares of such stock that the
holders of Subordinated Note Claims (other than Hicks Muse) do not purchase. In
consideration for such agreements by Hicks Muse, TCW and GSC, Group has agreed
to pay Hicks Muse, TCW and GSC a fee, in Cash, equal to two percent of the price
of the New Senior Convertible Preferred Stock purchased by such Persons in the
Rights Offering. See Section IV.I -- "SUMMARY OF THE PLAN -- RIGHTS OFFERING."

2. HICKS MUSE EXCHANGE

The Plan contemplates an exchange of Existing Bank Debt held indirectly by
Hicks Muse for shares of New Common Stock. Under the terms of the Hicks Muse
Exchange, Hicks Muse will cause Existing Bank Debt in the principal amount of
$23.7 million to be tendered to Group in exchange for 1,867,237 shares, with
DTI, or 1,790,964 shares without DTI, of New Common Stock that will be issued to
Hicks Muse by Group (after which, Group will contribute such Existing Bank Debt
to Viasystems for cancellation). See Section IV.J -- "SUMMARY OF THE
PLAN -- HICKS MUSE EXCHANGE."

3. DIP FACILITY

Viasystems has received commitments from certain lenders led by JPMorgan
Chase Bank with respect to the DIP Facility, which will provide for a revolving
credit facility in the maximum borrowing capacity of up to $37.5 million in
order to provide additional liquidity prior to the Effective Date of the Plan.
Availability under the DIP Facility will be based upon a percentage of eligible
domestic accounts receivable and eligible domestic inventory, and the Debtors'
obligations thereunder will be secured by a superpriority claim and adequate
protection lien on substantially all of the assets of the Debtors and a lien on
substantially all of the assets of their domestic Subsidiaries and, to the
extent legal and practicable, a lien on the assets of foreign Subsidiaries that
are pledged as collateral. See Section V.B -- "ANTICIPATED EVENTS DURING THE
CHAPTER 11 CASE -- DEBTOR IN POSSESSION FINANCING."

4. NEW SENIOR CREDIT AGREEMENT

The Plan contemplates that indebtedness under the Existing Credit Agreement
(which indebtedness will be reduced by approximately $77.43 million pursuant to
the consummation of the Rights Offering and the Hicks Muse Exchange) will be
restructured in the New Senior Credit Agreement to provide for a Term Loan A
Facility in an amount between $69.5 million and $85.4 million and a Term Loan B
Facility in an amount between $362.9 million and $378.8 million. Viasystems has
received commitments from certain lenders led by JPMorgan Chase Bank with
respect to the Exit Facility in the amount of $51.3 million (subject to upward
adjustment as described below). The amount of each lender's Exit Facility
commitment determines the allocation of the term loans under the New Senior
Credit Agreement. The Exit Facility will be part of the New Senior Credit
Agreement and will provide for revolving loans of up to $61.85 million and a
letter of credit subfacility with a sublimit of $15.0 million. The Exit Facility
will provide liquidity for working capital and other general corporate purposes
to Reorganized Group and its Subsidiaries following the conclusion of the
Chapter 11 Cases. Availability under the Exit Facility will be subject to a
domestic asset coverage test and, with respect to revolving advances, limited to
circumstances in which Reorganized Viasystems and its Subsidiaries have less
than $20 million in unrestricted cash and cash equivalents on hand at the time
of, and

after giving effect to, borrowing. See Section VI.C -- "CAPITAL STRUCTURE OF THE
REORGANIZED DEBTORS -- NEW SENIOR CREDIT AGREEMENT."

5. INCENTIVE OPTION PLAN

The Plan contemplates the adoption of an Incentive Option Plan by
Reorganized Group that is intended to provide incentives to employees to
continue their efforts to foster and promote the long-term growth and
performance of the Reorganized Debtors and their Subsidiaries. Under the
Incentive Option Plan, New Options to purchase up to 2,777,778 shares of New
Common Stock may be granted to employees of the Reorganized Debtors and their
Subsidiaries. See Section III.B -- "MANAGEMENT AND CORPORATE STRUCTURE OF THE
REORGANIZED DEBTORS -- INCENTIVE OPTION PLAN."

D. ESTIMATED POST-RESTRUCTURING CAPITALIZATION

<Table>
<Caption>
POST-RESTRUCTURING SHARE CAPITALIZATION (WITH DTI)
-----------------------------------------------------------------------------
NEW SENIOR FULLY DILUTED
NEW CONVERTIBLE COMMON EQUITY NEW JUNIOR
COMMON STOCK PREFERRED STOCK OWNERSHIP* PREFERRED STOCK
------------------- ------------------ ------------- ------------------
SHARES % SHARES % % SHARES %
---------- ------ --------- ------ ------------- --------- ------

New Stock:
Hicks Muse 11,400,479 54.9% 2,168,806 51.2% 54.3% 1,201,000 89.9%
Holders of Subordinated Note
Claims (other than Hicks Muse) 9,182,349 44.2% 1,478,731 34.9% 42.6% -- --
TCW -- -- 591,492 14.0% 2.4% -- --
DTI 178,143 0.9% -- -- 0.7% 135,000 10.1%
---------- ------ --------- ------ ------ --------- ------
Total 20,760,971 100.0% 4,239,029 100.0% 100.0% 1,336,000 100.0%
New Warrants:
Holders of Existing Preferred
Stock 1,436,171
Holders of Group General
Unsecured Claims 159,574
----------
Total 1,595,745
New Options:
Tranche A 2,222,222
Other 555,556
----------
Total 2,777,778
</Table>

<Table>
<Caption>
POST-RESTRUCTURING SHARE CAPITALIZATION (WITHOUT DTI)
-----------------------------------------------------------------------------
NEW SENIOR FULLY DILUTED
NEW CONVERTIBLE COMMON EQUITY NEW JUNIOR
COMMON STOCK PREFERRED STOCK OWNERSHIP* PREFERRED STOCK
------------------- ------------------ ------------- ------------------
SHARES % SHARES % % SHARES %
---------- ------ --------- ------ ------------- --------- ------

New Stock:
Hicks Muse 11,522,600 55.0% 2,080,215 51.2% 54.4% 1,201,000 100%
Holders of Subordinated Note
Claims (other than Hicks Muse) 9,411,526 45.0% 1,418,328 34.9% 43.3% -- --
TCW -- -- 567,331 14.0% 2.3% -- --
DTI -- -- -- -- -- -- --
---------- ------ --------- ------ ------ --------- ------
Total 20,934,126 100% 4,065,874 100% 100.0% 1,201,000 100%
New Warrants:
Holders of Existing Preferred
Stock 1,436,171
Holders of Group General
Unsecured Claims 159,574
----------
Total 1,595,745
New Options:
Tranche A 2,222,222
Other 555,556
----------
Total 2,777,778
</Table>

- ---------------

* Assumes full conversion of the New Senior Preferred Convertible Preferred
Stock, but does not give effect to the exercise of the New Warrants or the New
Options.

POST-RESTRUCTURING DEBT AND PREFERRED STOCK
(AS OF SEPTEMBER 30, 2002)

<Table>
<Caption>
WITH DTI WITHOUT DTI
-------- -----------
(MILLIONS)

Exit Revolving Facility $ 0.0 $ 0.0
Term Loan A Facility* 69.5 69.5
Term Loan B Facility** 378.8 378.8
------ ------
Total Secured Debt 448.3 448.3
Capital Leases*** 8.2 8.2
New Subordinated Notes 0.2 0.2
------ ------
Total Debt 456.7 456.7
New Senior Convertible Preferred Stock 53.8 53.8
New Junior Preferred Stock 133.6 120.1
------ ------
Total Debt and Preferred Stock $644.1 $630.6
</Table>

- ---------------

* Assumes $51.3 million commitment in Exit Facility out of a maximum amount of
$61.85.

** An additional $11.5 million of letters of credit issued and outstanding
under the Existing Credit Agreement will be deemed to be issued and
outstanding under the New Senior Credit Agreement, but will not reduce
availability under the Exit Facility. Drawings under such letters of credit
will be reimbursed by Senior Lenders having reimbursement obligations with
respect to such letters of credit under the Existing Credit Agreement and
added to the amount of the Term Loan B Facility.

*** Subsidiary obligations.

E. THE CONFIRMATION HEARING

If the Debtors receive the Requisite Acceptances with respect to the Plan,
the Debtors intend to file voluntary petitions to commence the Chapter 11 Cases
in the United States Bankruptcy Court for the Southern District of New York and
request that the Bankruptcy Court schedule, as promptly as possible, a
Confirmation Hearing to approve this Disclosure Statement and the Solicitation
as being in compliance with section 1126(b) of the Bankruptcy Code and to
confirm the Plan. The Debtors will request Confirmation of the Plan, as it may
be modified from time to time, under section 1129(b) of the Bankruptcy Code. The
Debtors have reserved the right to modify the Plan, with the consent of the
Creditor Group, to the extent, if any, that confirmation pursuant to section
1129(b) of the Bankruptcy Code requires modification and, with the consent of
the Creditor Group, to use all Ballots accepting the Plan that were received
pursuant to the Solicitation, and not subsequently revoked, to seek confirmation
of the Plan (or of any modification thereof that does not materially and
adversely affect the treatment of the Classes of Claims and Equity Interests
with respect to which such Ballots were cast) pursuant to section 1129(b) of the
Bankruptcy Code.

F. SUMMARY OF POST-CONFIRMATION OPERATIONS

Attached hereto as Exhibit D are the Financial Projections which project
the financial performance of the Reorganized Debtors through December 31, 2007.
The Financial Projections are based on the current business plan for the
Reorganized Debtors, information available as of July 31, 2002 and numerous
assumptions that are an integral part of the Financial Projections, many of
which are beyond the control of the Reorganized Debtors and some or all of which
may not materialize. See Section X.J -- "CERTAIN FACTORS TO BE
CONSIDERED -- INHERENT UNCERTAINTY OF FINANCIAL PROJECTIONS."

G. REASONS FOR THE SOLICITATION; RECOMMENDATION

The Solicitation is being conducted at this time in order to obtain the
Requisite Acceptances prior to the filing of voluntary petitions for
reorganization of the Debtors under Chapter 11 of the Bankruptcy Code. The
Debtors anticipate that by conducting the Solicitation in advance of commencing
the Chapter 11 Cases, the duration of the Chapter 11 Cases will be significantly
shortened and the administration of the cases, which otherwise can be lengthy,
complex, and extremely expensive, will be significantly shortened, greatly
simplified, and much less costly.

In light of the benefits to be attained by the holders of Eligible Claims
pursuant to consummation of the transactions contemplated by the Plan, the
Debtors' Boards of Directors recommend that such holders of Eligible Claims vote
to accept the Plan. The Debtors' Boards of Directors have reached this decision
after considering the alternatives to the Plan that are available to the Debtors
and the likely effect on the Debtors' business operations, creditors, and
shareholders of such alternatives. These alternatives include liquidation under
Chapter 7 of the Bankruptcy Code or a reorganization under Chapter 11 of the
Bankruptcy Code without a prepetition solicitation. The Debtors' Boards of
Directors determined, after consulting with financial and legal advisors, that
the Plan would result in a distribution of greater values to creditors and
shareholders than would a liquidation under Chapter 7 or any other Chapter 11
reorganization. For a comparison of estimated distributions under Chapter 7 of
the Bankruptcy Code and under the Plan, see Section VIII.C -- "FEASIBILITY OF
THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST - LIQUIDATION ANALYSIS." The
Debtors' Boards of Directors also concluded that initiating a Chapter 11 case
without a prepetition solicitation could result in (i) a significant delay in
confirmation of a plan, (ii) higher fees and expenses, and (iii) an increased
possibility that the reorganization cases would damage the Debtors' business,
resulting in an increased possibility that the Debtors would not be able to
reorganize successfully and therefore be forced to liquidate. For all of these
reasons, the Debtors' Boards of Directors support the Plan and urge all holders
of Eligible Claims to accept and support the Plan.

Additionally, holders of Eligible Claims collectively holding 100% of the
Existing Bank Debt, 100% of the principal amount of outstanding Senior Notes and
72.85% of the principal amount of outstanding Subordinated Notes are parties to
the Lockup Agreement, in the form attached hereto as Exhibit F, pursuant to
which such holders have agreed to vote to accept the Plan.

H. SUMMARY OF VOTING PROCEDURES

The Solicitation Package is being furnished prior to the commencement of
the Chapter 11 Cases to holders of Eligible Claims whose names (or the names of
whose Nominees) appear as of the Voting Record Date in the records maintained by
the Debtors, JPMorgan Chase Bank, as Administrative Agent under the Existing
Credit Agreement, and the securityholders list maintained by the Debtors'
indenture trustees. IF SUCH ENTITIES DO NOT HOLD FOR THEIR OWN ACCOUNT, THEY
SHOULD PROVIDE COPIES OF THE SOLICITATION PACKAGE TO THE BENEFICIAL OWNERS OF
THE ELIGIBLE CLAIMS.

All votes to accept or reject the Plan must be cast by using the Ballot
enclosed with this Disclosure Statement or, in the case of a Nominee, the Master
Ballot provided to such Nominee (or manually executed facsimiles thereof). No
other votes will be counted. Consistent with the provisions of Federal Rule of
Bankruptcy Procedure 3018, the Debtors have fixed August 28, 2002 as the Voting
Record Date for the determination of holders of record of Eligible Claims
entitled to receive the Solicitation Package. Ballots must be received by the
Solicitation Agent no later than the Voting Deadline by 12:00 Midnight, New York
City Time, on September 30, 2002. Except to the extent requested by the Debtors
or as permitted by the Bankruptcy Court pursuant to Federal Rule of Bankruptcy
Procedure 3018, Ballots received after the Voting Deadline will not be counted
or otherwise used in connection with the Debtors' request for Confirmation of
the Plan (or any permitted modification thereof). The Debtors reserve the right,
subject to the consent of the Creditor Group, to use acceptances of the Plan
received in the Solicitation to seek Confirmation of the Plan under any other
circumstances, including a plan proposed in a non-prepackaged Chapter 11 case by
the Debtors.

Group reserves the right to amend the Plan, subject to the consent of the
Creditor Group, either before or after the Petition Date. Amendments to the Plan
that do not materially and adversely affect the treatment of Claims may be
approved by the Bankruptcy Court at the Confirmation Hearing without the
necessity of resoliciting votes. In the event resolicitation is required, the
Debtors will furnish new Ballots to be used to vote to accept or reject the
Plan, as amended.

Although the Solicitation relates to voluntary petitions for reorganization
of the Debtors under Chapter 11 of the Bankruptcy Code, no such filings have yet
been made. The Debtors intend to file their respective Chapter 11 petitions when
the Requisite Acceptances have been received or when Group otherwise determines
that such filing is necessary or appropriate to protect its property and
interests. In addition, Group expressly reserves the right to extend the Voting
Deadline, by oral or written notice to the Solicitation Agent, until the
Requisite Acceptances have been received.

I. CONCURRENT RESTRUCTURINGS

Certain Subsidiaries of Viasystems closed their electronics manufacturing
facilities in San Jose, California and Seattle, Washington in July 2002.
Additionally, certain Subsidiaries of Viasystems are in the process of
evaluating their electronics manufacturing facilities in Portland, Oregon;
Ballynahinch, Northern Ireland; Coventry, England (plastics division only);
Rouen, France; and Terni, Italy. This evaluation process could result in the
restructuring, closure, or sale of these facilities. SEE SECTION
III.D. -- "MANAGEMENT AND CORPORATE STRUCTURE OF THE REORGANIZED DEBTORS -
CONCURRENT RESTRUCTURINGS."

II. GENERAL INFORMATION REGARDING THE DEBTORS

A. BACKGROUND

Group was formed in 1996 by Hicks Muse in an effort to create a preferred
global manufacturing provider to leading original equipment manufacturers
("OEMs") through acquisitions of printed circuit board fabricators and backpanel
assemblers. Group had no operations prior to its first acquisition in October
1996. Since that time, the Debtors have broadened their focus to become a
full-solution provider in the electronics

manufacturing services ("EMS") industry. This change occurred as a result of the
Debtors' recognition that many of the next generation products in the
telecommunications and networking industries require highly advanced printed
circuit boards and backpanel assemblies. As a result, the Debtors made a
strategic decision to capitalize on their capabilities and compete for the
complete assembly of their customers' products that utilize printed circuit
boards and backpanels manufactured by the Debtors. Additionally, a significant
portion of the Debtors' growth has been generated through 13 acquisitions since
1996. The Debtors have completed acquisitions of entire companies as well as
acquisitions of captive manufacturing assets divested by OEM customers.

Group is currently a publicly-held, Delaware corporation whose only
material asset is the capital stock of Viasystems. Group's principal liabilities
consist primarily of its guarantee of each of the Existing Credit Agreement and
the Subordinated Notes.

Viasystems, a Delaware corporation, is a wholly-owned direct subsidiary of
Group. Viasystems, through its Subsidiaries, is a leading, worldwide,
independent provider of EMS to the telecommunications, networking, automotive,
consumer, industrial and computer industries. Viasystems offers EMS solutions to
OEMs that outsource the manufacture of their products. Viasystems' manufacturing
services consist of: (i) the design and fabrication of printed circuit boards,
in particular, highly complex, multi-layered printed circuit boards; (ii) the
manufacture of complex printed circuit board assemblies; (iii) the manufacture
of custom-designed backpanel assemblies; (iv) the design and manufacture of wire
harnesses and custom cable assemblies; (v) the design and manufacture of custom
enclosures; (vi) the procurement and management of materials; and (vii) the
assembly and testing of its customers' complete systems and products.

Viasystems' customer base primarily consists of OEMs in the
telecommunications, networking, automotive, consumer, industrial and computer
industries. Viasystems currently is a supplier to over 250 OEMs, including many
industry leaders. The products Viasystems manufactures include, or can be found
in, a wide array of products, including switching and transmission equipment;
wireless base stations; computers; workstations; servers and data networking
equipment, including hubs, routers and switches; automotive dash panels and
control systems; washers; dryers; and cooking systems.

As of July 31, 2002, Viasystems, through its Subsidiaries, operates 24
manufacturing facilities located in the United States, Canada, Mexico, the
United Kingdom, France, Italy, the Netherlands and China. Viasystems' executive
offices are located in St. Louis, Missouri. As of July 31, 2002, Viasystems,
through its Subsidiaries, employed approximately 19,500 persons. Of these
employees, approximately 16,700 were involved in manufacturing, 1,500 worked in
engineering, 250 worked in sales and marketing, and 1,050 worked in accounting
and administrative capacities.

Additional information concerning the Debtors and their financial condition
and results of operations, on a consolidated basis, is set forth in the Debtors'
recent periodic Securities and Exchange Commission filings attached hereto as
Exhibits B-1, B-2, B-3, and B-4.

B. EVENTS LEADING TO CHAPTER 11 CASES

The Debtors have experienced and continue to experience financial
difficulties due primarily to the dramatic downturn in telecom and networking
component demand that occurred in 2001 and continues through 2002. The economic
downturn affecting the Debtors' large telecommunication and networking customer
base has resulted in slower sales and weaker cash flows than the Debtors
expected.

As a result of such downturn, during the first quarter of 2001, the Debtors
began evaluating their cost position compared to anticipated levels of business
for 2001 and beyond and determined that plant shutdowns, plant consolidations,
and downsizing were required to reduce costs to more appropriate levels in line
with expected customer demand. During 2001, the Debtors closed and consolidated
four facilities and reduced employee headcount by approximately 31%.

Additionally, during the third quarter of 2001, Viasystems issued $100
million principal amount of Senior Notes and warrants to purchase 10 million
shares of Existing Group Common Stock to Hicks Muse for a purchase price of $100
million (the "Senior Notes Financing"). The Senior Notes Financing was intended
to
13

provide the liquidity the Debtors required to (i) continue efforts to expand
manufacturing operations into low cost locations through acquisitions and the
opening of greenfield facilities in China and Mexico and (ii) meet working
capital requirements during the economic downturn.

The Senior Notes Financing was intended to be sufficient to meet the
Debtors' then-current liquidity requirements, however, by the fourth quarter of
2001, it became clear to the Debtors' management that the economic downturn was
severe and would continue for a longer duration than anticipated at the time the
Senior Notes Financing was consummated.

In light of these developments, during the first quarter of 2002, Group's
Board of Directors retained Rothschild as independent financial advisor to
assist in the evaluation of recapitalization alternatives that would reduce debt
and strengthen the Debtors' balance sheet and established a special committee
(the "Special Committee") to evaluate recapitalization alternatives for the
Debtors. Group's Board of Directors granted the Special Committee the power and
authority to review and evaluate such recapitalization alternatives and to
oversee, discuss and negotiate a final recapitalization structure with the
Debtors' creditors and stockholders. The Special Committee was initially
comprised of Richard W. Vieser, Kenneth F. Yontz, and William H. Cunningham,
with David M. Sindelar and Timothy L. Conlon also becoming members approximately
one month thereafter.

The Special Committee subsequently concluded, after exploring various
out-of-court restructuring alternatives, that to successfully implement the
Debtors' business plans, the Debtors would have to emerge from any restructuring
with significantly less debt. The Debtors and the Special Committee also
concluded that the best vehicle to achieve a restructuring of its indebtedness
was through consummation of a prepackaged Chapter 11 plan. During the second
fiscal quarter of 2002, Rothschild, the Special Committee and the Creditor Group
began negotiations regarding the Restructuring and the terms of the Plan.

In anticipation of the Debtors' failure to satisfy certain financial
maintenance covenants contained in the Existing Credit Agreement, the Debtors
entered into an amendment to the Existing Credit Agreement on March 29, 2002 and
a subsequent amendment on May 29, 2002 pursuant to which the Senior Lenders
agreed (i) to refrain from exercising any rights or remedies under the Existing
Credit Agreement in respect of the Debtors' failure to comply with certain
covenants thereunder prior to May 29, 2002 and (ii) to waive the occurrence of
certain defaults under the Existing Credit Agreement in respect of the Debtors'
failure to comply with certain covenants thereunder from May 29, 2002 through
August 29, 2002.

On May 30, 2002, Viasystems announced that it would not make its scheduled
$24.4 million interest payment on the Subordinated Notes that was due on June 3,
2002.

On June 28, 2002, following the recommendation of the Special Committee and
approval by the Debtors' full Boards of Directors (with Messrs. Hicks, Furst and
Mulroney abstaining), the Debtors and the Creditor Group reached an agreement in
principle regarding the terms of the Restructuring.

On August 29, 2002 the Debtors entered into the Lockup Agreement with
holders of Eligible Claims collectively holding 100% of the Existing Bank Debt,
100% of the principal amount of outstanding Senior Notes and 72.85% of the
principal amount of outstanding Subordinated Notes. Under the Lockup Agreement,
such holders of Eligible Claims have agreed, among other things, to vote to
accept the Plan and not to take any action or pursue any remedies available to
them under the Existing Credit Agreement or the agreements that govern the
Senior Notes and the Subordinated Notes, as the case may be, subject to, among
other things, the filing of the Chapter 11 Cases prior to October 15, 2002 and
the occurrence of the Effective Date prior to January 31, 2003. As a result of
the Lockup Agreement, the Debtors believe that they will obtain the Requisite
Acceptances of the Plan by the holders of Claims in Classes 2A and 2B (Existing
Credit Agreement Claims), Class 4 (Senior Note Claims and DTI Guaranty Claims),
and Classes 5A and 5B (Subordinated Note Claims). Neither the Plan nor this
Disclosure Statement is intended to or should be construed to modify the terms
of the Lockup Agreement.

C. RESTRUCTURING PROFESSIONALS

The Debtors have retained Rothschild to act as the Debtors' financial
advisor in connection with the Restructuring and have agreed to pay Rothschild
an initial retainer of $1,000,000, a monthly fee of $200,000 and an advisory fee
of $6,500,000, less the retainer and 50% of all monthly fee payments in excess
of $300,000, payable immediately prior to the Petition Date or June 30, 2003,
whichever is earlier. The Debtors have also agreed to pay all reasonable
out-of-pocket expenses incurred by Rothschild (including the reasonable fees and
expenses of its counsel).

The Debtors have retained Weil, Gotshal & Manges LLP as counsel. The
Debtors will pay Weil, Gotshal & Manges LLP in accordance with its standard
billing terms.

The Debtors have agreed to pay reasonable out-of-pocket expenses of the
members of the Creditor Group and the reasonable fees and expenses of their
financial and legal advisors, including a monthly fee of $125,000 and an
advisory fee of $1,000,000, less all monthly fee payments in excess of $375,000,
payable to Jefferies & Company, Inc., financial advisors to the Noteholders'
Committee, immediately prior to the Petition Date or June 30, 2003, whichever is
earlier.

The Debtors have retained Innisfree M&A Incorporated to serve as the
Solicitation Agent in connection with the Solicitation. The Debtors will pay the
Solicitation Agent reasonable and customary compensation for its services in
connection with the Solicitation, plus reimbursement for reasonable
out-of-pocket expenses. Brokers, dealers, commercial banks, trust companies and
other Nominees will be reimbursed by the Debtors for customary mailing and
handling expenses incurred by them in forwarding materials to their customers,
but will not otherwise be compensated for their services. The Debtors also will
pay any other customary fees and expenses attributable to the Solicitation.

D. ESTIMATED PRE-RESTRUCTURING INDEBTEDNESS AND PREFERRED STOCK

<Table>
<Caption>
AS OF
SEPTEMBER 30,
2002
-------------
(Millions)

Revolver* $ 88.5
Term B Loan 148.0
Tranche A Chips Loan 139.3
Tranche B Chips Loan 150.0
--------
Total Existing Bank Debt 525.7
Senior Notes 120.1
Subordinated Notes 540.6
Capital Leases** 8.2
--------
Total Debt 1,194.6
Existing Group Preferred Stock 55.1
--------
Total Debt and Preferred Stock $1,249.7
</Table>

- ---------------

* Excludes $11.5 million of issued and undrawn letters of credit.

** Subsidiary obligations.

Viasystems, Viasystems Canada Holdings, Inc. (f/k/a Viasystems Canada,
Inc.) and Print Service Holding N.V. are borrowers, and Group is a guarantor,
under the Existing Credit Agreement. The Existing Bank Debt outstanding under
the Existing Credit Agreement is comprised of revolving loans in an aggregate
principal amount of $88.5 million (excluding $11.5 million of issued and undrawn
letters of credit) and term loans in the aggregate principal amount of $437.3
million. Hicks Muse holds a participation interest in approximately $51.2
million in principal amount of the Existing Bank Debt.

Viasystems is the obligor under the Senior Notes in the aggregate principal
amount of $100 million and accrued interest as of September 30, 2002 of
approximately $20.1 million. Hicks Muse holds all of the Senior Notes.

Viasystems is the obligor, and Group is a guarantor of such obligations,
under the Subordinated Notes in the aggregate principal amount of $500 million
and accrued interest as of September 30, 2002 of approximately $40.6 million.
Hicks Muse holds approximately $232.1 million principal amount of the
Subordinated Notes and the members of the Noteholders' Committee hold
approximately $132.1 million principal amount of the Subordinated Notes.

Group owns all of the outstanding capital stock of Viasystems. Group's
outstanding capital stock consists of (i) 141,534,081 shares of Existing Group
Common Stock and (ii) 1,855,176 shares of Existing Group Preferred Stock. The
Existing Group Preferred Stock accrues cumulative dividends at a rate per annum
equal to $2.00 per share payable quarterly by issuance of additional shares of
Existing Group Preferred Stock. Upon any liquidation, dissolution or winding up,
holders of Existing Group Preferred Stock are entitled to a cash liquidation
payment equal to $25.00 per share plus accrued and unpaid dividends.

III. MANAGEMENT AND CORPORATE STRUCTURE OF THE REORGANIZED DEBTORS

A. THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF THE REORGANIZED DEBTORS

1. REORGANIZED GROUP

On the Effective Date, the term of each member of Group's and Viasystems'
current Board of Directors will automatically expire. Subject to the
requirements of section 1129(a)(5) of the Bankruptcy Code, the initial Board of
Directors of Reorganized Group on and after the Effective Date will consist of
nine members, the names of which will be set forth in the Plan Supplement, which
will be filed with the Bankruptcy Court on or before the date that is five
Business Days prior to the Confirmation Hearing. The Board of Directors of
Reorganized Group will have the responsibility for the management, control, and
operation of Reorganized Group on and after the Effective Date.

Pursuant to the Stockholders Agreement, the Board of Directors of
Reorganized Group will consist of (i) the Chief Executive Officer of Reorganized
Group, (ii) five members designated for election by Hicks Muse, and (iii) three
members designated for election by certain holders of Subordinated Notes (other
then Hicks Muse) that are party to the Stockholders Agreement. See Section
VI.B.5 -- "CAPITAL STRUCTURE OF THE REORGANIZED DEBTORS -- NEW
SECURITIES -- STOCKHOLDERS AGREEMENT."

The members of the Management Group will maintain their current positions
as executive officers of Reorganized Group on and after the Effective Date. The
Management Group is as follows:

<Table>
<Caption>
NAME POSITION
- ---- --------

David M. Sindelar...................... Chief Executive Officer
Timothy L. Conlon...................... President and Chief Operating Officer
David J. Webster....................... Senior Vice President
Joseph S. Catanzaro.................... Senior Vice President and Chief Financial Officer
</Table>

David M. Sindelar has been Chief Executive Officer of Group since July
2001. He also served as Senior Vice President of Group from January 1997 through
June 2001 and Chief Financial Officer of Group since its inception through June
2001. Mr. Sindelar also serves as Chief Executive Officer of International Wire
Holding Company and LLS Corp. Mr. Sindelar was Senior Vice President and Chief
Financial Officer of Berg Electronics Corp. from March 1993 through October 1998
and of Crain Industries, Inc. and Crain Holdings Corp. from August 1995 through
December 1997 and of Jackson Holding Company from February 1993 through August
1995. Mr. Sindelar is a member of the Board of Directors and Chief Executive
Officer of LLS Corp., which filed for protection under Chapter 11 of the
Bankruptcy Code on January 16, 2002.

Timothy L. Conlon has been President and Chief Operating Officer of Group
since October 1998. Prior to joining Group, Mr. Conlon was employed as President
and Chief Operating Officer of Berg Electronics Corp. from January 1997 through
October 1998. Mr. Conlon also served as Executive Vice President and Chief
Operating Officer of Berg Electronics Group, Inc., a wholly owned subsidiary of
Berg Electronics Corp., from October 1993 through January 1997. Prior to joining
Berg Electronics Corp., Mr. Conlon was employed as President of the Cutting and
Welding Division of Thermadyne Industries, Inc. from April 1993 through October
1993. Prior to joining Thermadyne Industries, Inc., Mr. Conlon spent nine years
in the electronic connector industry including serving as General Manager of the
Information Technologies and Spectra strip divisions of Amphenol Corporation
from 1990 through July 1992 and President of Cambridge Products from 1988
through 1989.

David J. Webster has been Senior Vice President of Group since 1997. Mr.
Webster also serves as Senior Vice President of LLS Corp. and International Wire
Group. From 1997 through 2001, Mr. Webster was a partner of Mills & Partners,
Inc and from 1997 through 1998 served as Senior Vice President of Berg
Electronics Corp. During 1997 Mr. Webster served as Senior Vice President of
Crain Industries, Inc. Prior to 1997, Mr. Webster was a partner in the law firm
of Weil, Gotshal & Manges LLP. Mr. Webster is a member of the Board of Directors
of LLS Corp., which filed for protection under Chapter 11 of the Bankruptcy Code
on January 16, 2002.

Joseph S. Catanzaro has been Senior Vice President & Chief Financial
Officer of Group since September 2001. He also served as Senior Vice
President -- Finance of Group from June 1999 to September 2001. Mr. Catanzaro
joined Group in October 1998 in the position of Vice President of Business
Services. Prior to joining Group, Mr. Catanzaro was Vice President of Finance of
Berg Electronics Corp. from April 1993 to October 1998.

2. REORGANIZED VIASYSTEMS

The officers and directors of Reorganized Group on and after the Effective
Date will also serve as the officers and directors of Reorganized Viasystems
unless otherwise provided in the Plan Supplement.

B. INCENTIVE OPTION PLAN

In connection with the Plan, Reorganized Group will adopt an Incentive
Option Plan that is intended to provide incentives to employees to continue
their efforts to foster and promote the long-term growth and performance of the
Reorganized Debtors and their Subsidiaries. The Incentive Option Plan will
authorize the issuance of New Options to purchase up to 2,777,778 shares of New
Common Stock. Up to eighty percent of such New Options will be issued on the
Effective Date (the "Tranche A Options") with a per share exercise price equal
to $12.68, with DTI, or $13.22, without DTI. Tranche A Options will be issued to
employees of the Reorganized Debtors and their Subsidiaries in accordance with
an allocation recommended by the Chief Executive Officer of Reorganized Group
and approved by the Compensation Committee of the Board of Directors of
Reorganized Group; provided, a designee of Hicks Muse and a designee of GSC must
consent to such allocation. The Tranche A Options will vest as follows:
one-third immediately upon the date of grant, one-third upon the 24-month
anniversary of the Effective Date, and one-third upon the 36-month anniversary
of the Effective Date. The remaining 20% of such New Options, plus any
additional options not granted as Tranche A Options and allocated as "Tranche B
Options" with the approval of Hicks Muse and GSC, will be available for future
grants at the discretion of the Compensation Committee subject to such terms and
conditions as the Compensation Committee may determine at the time of grant.

C. EMPLOYMENT AGREEMENTS

Prior to Confirmation, the Debtors intend to assume all employment
agreements currently in effect.

D. CONCURRENT RESTRUCTURINGS

A Subsidiary of Viasystems closed its electronics manufacturing facility in
San Jose, California in July 2002. The closure resulted in the termination of
198 employees. The Debtors will record cash restructuring charges of $2.2
million and non-cash restructuring charges of $4.7 million in connection with
the closure.

A Subsidiary of Viasystems closed its electronics manufacturing facility in
Seattle, Washington in July 2002. The closure resulted in the termination of 29
employees. The Debtors will record cash restructuring charges of $0.4 million
and non-cash restructuring charges of $0.8 million in connection with the
closure.

Certain Subsidiaries of Viasystems are also in the process of evaluating
their electronics manufacturing facilities in Portland, Oregon; Ballynahinch,
Northern Ireland; Coventry, England (plastics division only); Rouen, France; and
Terni, Italy. This evaluation process could result in the restructuring,
closure, or sale of these facilities.

IV. SUMMARY OF THE PLAN

A. INTRODUCTION

Chapter 11 is the principal business reorganization chapter of the
Bankruptcy Code. Under Chapter 11, a debtor is authorized to reorganize its
business for the benefit of itself and its creditors and shareholders. In
addition to permitting rehabilitation of the debtor, Chapter 11 promotes
equality of treatment of creditors and equity security holders who hold
substantially similar claims against or interests in the debtor and its assets.
In furtherance of these two goals, upon the filing of a petition for relief
under Chapter 11, section 362 of the Bankruptcy Code provides for an automatic
stay of substantially all acts and proceedings against the debtor and its
property, including all attempts to collect claims or enforce liens that arose
prior to the commencement of the Chapter 11 case.

The consummation of a plan of reorganization is the principal objective of
a Chapter 11 case. A plan of reorganization sets forth the means for satisfying
Claims against and Equity Interests in a debtor. Confirmation of a plan of
reorganization by the bankruptcy court makes the plan binding upon the debtor,
any issuer of securities under the plan, any Person or entity acquiring property
under the plan, and any creditor of or equity security holder in the debtor,
whether or not such creditor or equity security holder (i) is impaired under or
has accepted the plan or (ii) receives or retains any property under the plan.
Subject to certain limited exceptions and other than as provided in the plan
itself or the confirmation order, the confirmation order discharges the debtor
from any debt that arose prior to the date of confirmation of the plan and
substitutes therefor the obligations specified under the confirmed plan, and
terminates all rights and interests of equity security holders.

THE REMAINDER OF THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE AND MEANS
FOR IMPLEMENTATION OF THE PLAN, AND OF THE CLASSIFICATION AND TREATMENT OF
CLAIMS AND EQUITY INTERESTS UNDER THE PLAN, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE PLAN (AS WELL AS THE EXHIBITS ATTACHED THERETO AND DEFINITIONS
THEREIN), WHICH IS ATTACHED HERETO AS EXHIBIT A.

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT INCLUDE SUMMARIES OF
THE PROVISIONS CONTAINED IN THE PLAN AND IN DOCUMENTS REFERRED TO THEREIN. THE
STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT DO NOT PURPORT TO BE PRECISE
OR COMPLETE STATEMENTS OF ALL THE TERMS AND PROVISIONS OF THE PLAN OR DOCUMENTS
REFERRED TO THEREIN, AND REFERENCE IS MADE TO THE PLAN AND TO SUCH DOCUMENTS FOR
THE FULL AND COMPLETE STATEMENTS OF SUCH TERMS AND PROVISIONS.

THE PLAN ITSELF AND THE DOCUMENTS REFERRED TO THEREIN CONTROL THE ACTUAL
TREATMENT OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS UNDER THE PLAN AND
WILL, UPON OCCURRENCE OF THE EFFECTIVE DATE, BE BINDING UPON ALL HOLDERS OF
CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS, THEIR ESTATES, THE
REORGANIZED DEBTORS, ALL PARTIES RECEIVING PROPERTY UNDER THE PLAN, AND OTHER
PARTIES IN INTEREST. IN THE EVENT OF ANY CONFLICT BETWEEN THIS DISCLOSURE
STATEMENT, ON THE ONE HAND, AND THE PLAN OR ANY OTHER OPERATIVE DOCUMENT, ON THE
OTHER HAND, THE TERMS OF THE PLAN AND/OR SUCH OTHER OPERATIVE DOCUMENT WILL
CONTROL.

B. SCHEDULE OF TREATMENT OF CLAIMS AND EQUITY INTERESTS

<Table>
<Caption>
CLASS TITLE STATUS ENTITLED TO VOTE
- ----- ----- ------ ----------------

Unclassified... Administrative Claims Unimpaired No
Unclassified... Priority Tax Claims Unimpaired No
Class 1A....... Group Other Priority Claims Unimpaired No; deemed to accept
Class 1B....... Viasystems Other Priority Claims Unimpaired No; deemed to accept
Class 2A....... Group Existing Credit Agreement Claims Impaired Yes
Class 2B....... Viasystems Existing Credit Agreement Impaired Yes
Claims
Class 3A....... Group Other Secured Claims Unimpaired No; deemed to accept
Class 3B....... Viasystems Other Secured Claims Unimpaired No; deemed to accept
Class 4........ Viasystems Senior Note Claims and DTI Impaired Yes
Guaranty Claims
Class 5A....... Group Subordinated Note Claims Impaired Yes
Class 5B....... Viasystems Subordinated Note Claims Impaired Yes
Class 6A....... Group General Unsecured Claims Impaired Yes
Class 6B....... Viasystems General Unsecured Claims Impaired Yes
Class 7A....... Group Intercompany Claims Unimpaired No; deemed to accept
Class 7B....... Viasystems Intercompany Claims Unimpaired No; deemed to accept
Class 8........ Existing Group Preferred Stock Impaired No; deemed to reject
Class 9A....... Existing Group Common Stock Impaired No; deemed to reject
Class 9B....... Existing Viasystems Common Stock Unimpaired No; deemed to accept
Class 10....... Existing Other Equity Interests Impaired No; deemed to reject
</Table>

C. TREATMENT OF UNCLASSIFIED CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Priority Tax Claims are not classified and are not
entitled to vote on the Plan.

1. ADMINISTRATIVE CLAIMS

Each holder of an Allowed Administrative Claim will receive, on the latest
of (i) the Distribution Date, (ii) the date on which its Administrative Claim
becomes an Allowed Administrative Claim, or (iii) the date on which its
Administrative Claim becomes payable under any agreement relating thereto, Cash
equal to the unpaid portion of its Allowed Administrative Claim. Notwithstanding
the foregoing, (a) any Allowed Administrative Claim based on a liability
incurred by the Debtors in the ordinary course of business during the Chapter 11
Cases shall be paid in the ordinary course of business, in accordance with the
terms and conditions of any agreement relating thereto and (b) any Allowed
Administrative Claim may be paid on such other terms as may be agreed on between
the holder of such claim and the Debtors.

2. PRIORITY TAX CLAIMS

On the later of (i) the Distribution Date or (ii) the date such Priority
Tax Claim becomes an Allowed Priority Tax Claim, each holder of an Allowed
Priority Tax Claim will receive in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed Priority Tax Claim, in the sole
discretion of the Debtors, (a) Cash equal to the unpaid portion of such Allowed
Priority Tax Claim, (b) deferred Cash payments over a period not exceeding six
years after the date of assessment of such Allowed Priority Tax Claim, of a
value, as of the Effective Date, equal to such Allowed Priority Tax Claim, or
(c) such other treatment as to which the Debtors and such holder will have
agreed upon in writing; provided, however, that the Debtors reserve the right to
prepay any Allowed Priority Tax Claim, or any remaining balance of any Allowed
Priority Tax Claim, in full at any time on or after the Distribution Date
without premium or penalty; provided further, however, that no holder of an
Allowed Priority Tax Claim will be entitled to any payments on account of any
pre-Effective Date interest accrued on or penalty arising after the Petition
Date with respect to or in connection with such Allowed Priority Tax Claim.

D. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS

1. CLASS 1A -- GROUP OTHER PRIORITY CLAIMS

a. Claims in Class: Class 1A consists of all Other Priority Claims
against Group.

b. Treatment: On the later of (i) the Distribution Date or (ii) the
date on which its Other Priority Claim becomes an Allowed Other Priority
Claim, each holder of an Allowed Other Priority Claim against Group will
receive, in full satisfaction, settlement, release, and discharge of and in
exchange for such Allowed Other Priority Claim, Cash equal to the full
amount of its Allowed Other Priority Claim.

2. CLASS 1B -- VIASYSTEMS OTHER PRIORITY CLAIMS

a. Claims in Class: Class 1B consists of all Other Priority Claims
against Viasystems.

b. Treatment: On the later of (i) the Distribution Date or (ii) the
date on which its Other Priority Claim becomes an Allowed Other Priority
Claim, each holder of an Allowed Other Priority Claim against Viasystems
will receive, in full satisfaction, settlement, release, and discharge of
and in exchange for such Allowed Other Priority Claim, Cash equal to the
full amount of its Allowed Other Priority Claim.

3. CLASS 2A -- GROUP EXISTING CREDIT AGREEMENT CLAIMS

a. Claims in Class: Class 2A consists of all Existing Credit Agreement
Claims against Group. Existing Credit Agreement Claims will be reduced by
approximately $77.43 million pursuant to the consummation of the Rights
Offering and the Hicks Muse Exchange.

b. Treatment: For purposes of the Plan, Existing Credit Agreement
Claims are Allowed in the aggregate amount of not less than $525.7 million.
The legal, equitable, and contractual rights of the holders of Existing
Credit Agreement Claims against Group will be deemed satisfied by Group's
guarantee of the obligations under the New Senior Credit Agreement.

4. CLASS 2B -- VIASYSTEMS EXISTING CREDIT AGREEMENT CLAIMS

a. Claims in Class: Class 2B consists of all Existing Credit Agreement
Claims against Viasystems. Existing Credit Agreement Claims will be reduced
by approximately $77.43 million pursuant to the consummation of the Rights
Offering and the Hicks Muse Exchange.

b. Treatment: For purposes of the Plan, Existing Credit Agreement
Claims are Allowed in the aggregate amount of not less than $525.7 million.
On the Effective Date, each holder of an Allowed Existing Credit Agreement
Claim against Viasystems will receive, in full satisfaction, settlement,
release, and discharge of and in exchange for such Existing Credit
Agreement Claim, an amount of indebtedness

under the New Senior Credit Agreement equal to the amount of such holder's
Allowed Existing Credit Agreement Claim and all rights related to such
indebtedness under the New Senior Credit Agreement.

5. CLASS 3A -- GROUP OTHER SECURED CLAIMS

a. Claims in Class: Each sub-Class of Class 3A consists of a single
Secured Claim against Group, and in the aggregate includes all Other
Secured Claims against Group. Each sub-Class is a separate Class for all
purposes under the Bankruptcy Code and the Plan, including for voting
purposes. If the Claim of a holder of an Other Secured Claim against Group
exceeds the value of the collateral that secures it, such holder will have
an Other Secured Claim against Group equal to the value of the collateral
for such Claim and a General Unsecured Claim against Group for the
deficiency.

b. Treatment: The legal, equitable, and contractual rights of the
holders of Other Secured Claims against Group are unaltered by the Plan,
and such Secured Claims will otherwise be rendered unimpaired pursuant to
section 1124 of the Bankruptcy Code.

6. CLASS 3B -- VIASYSTEMS OTHER SECURED CLAIMS

a. Claims in Class: Each sub-Class of Class 3B consists of a single
Secured Claim against Viasystems, and in the aggregate includes all Other
Secured Claims against Viasystems. Each sub-Class is a separate Class for
all purposes under the Bankruptcy Code and the Plan, including for voting
purposes. If the Claim of a holder of an Other Secured Claim against
Viasystems exceeds the value of the collateral that secures it, such holder
will have an Other Secured Claim against Viasystems equal to the value of
the collateral for such Claim and a General Unsecured Claim against
Viasystems for the deficiency.

b. Treatment: The legal, equitable, and contractual rights of the
holders of Other Secured Claims against Viasystems are unaltered by the
Plan, or such Secured Claims will otherwise be rendered unimpaired pursuant
to section 1124 of the Bankruptcy Code.

7. CLASS 4 -- VIASYSTEMS SENIOR NOTE CLAIMS AND DTI GUARANTY CLAIMS

a. Claims in Class: Class 4 consists of all Senior Note Claims and DTI
Guaranty Claims against Viasystems.

b. Treatment: For purposes of the Plan, Senior Note Claims are Allowed
in the aggregate Amount of not less than $120.1 million. On the later of
(i) the Effective Date or (ii) the date on which its Senior Note Claim or
DTI Guaranty Claim becomes an Allowed Senior Note Claim or Allowed DTI
Guaranty Claim, each holder of an Allowed Senior Note Claim or Allowed DTI
Guaranty Claim will transfer to Group such Allowed Senior Note Claim or
Allowed DTI Guaranty Claim and will receive from Group in exchange therefor
a Pro Rata distribution of 1,336,000 shares of New Junior Preferred Stock
and 1,762,487 shares of New Common Stock, with DTI, or 1,201,000 shares of
New Junior Preferred Stock and 1,584,344 shares of New Common Stock,
without DTI (after which, Group will contribute such Allowed Senior Note
Claim or DTI Guaranty Claim to Viasystems for cancellation and in
satisfaction, settlement, release, and discharge of such Claim).

8. CLASS 5A -- GROUP SUBORDINATED NOTE CLAIMS

a. Claims in Class: Class 5A consists of all Subordinated Note Claims
against Group.

b. Treatment: For purposes of the Plan, Subordinated Note Claims are
Allowed in the aggregate Amount of not less than $540.6 million. The legal,
equitable, and contractual rights of the holders of Subordinated Note
Claims against Group will be deemed satisfied by virtue of the treatment
afforded to holders of Subordinated Note Claims against Viasystems.

9. CLASS 5B -- VIASYSTEMS SUBORDINATED NOTE CLAIMS

a. Claims in Class: Class 5B consists of all Subordinated Note Claims
against Viasystems.

b. Treatment: For purposes of the Plan, Subordinated Note Claims are
Allowed in the aggregate Amount of not less than $540.6 million. On the
later of (i) the Effective Date or (ii) the date on which its Subordinated
Note Claim becomes an Allowed Subordinated Note Claim, each holder of an
Allowed Subordinated Note Claim against Viasystems will transfer to Group
such Allowed Subordinated Note Claim and will receive from Group in
exchange therefor a Pro Rata distribution of 17,131,247 shares, with DTI,
or 17,558,818 shares, without DTI, of New Common Stock (after which Group
will contribute such Subordinated Note Claim to Viasystems for cancellation
and in satisfaction, settlement, release, and discharge of such Claim).

10. CLASS 6A -- GROUP GENERAL UNSECURED CLAIMS

a. Claims in Class: Class 6A consists of all General Unsecured Claims
against Group.

b. Treatment: If the holders of General Unsecured Claims against Group
vote as a class to accept the Plan in accordance with section 1126(c) of
the Bankruptcy Code, then on the Effective Date, each holder of an Allowed
General Unsecured Claim against Group will receive, in full satisfaction,
settlement, release, and discharge of and in exchange for such Allowed
General Unsecured Claim, a Pro Rata distribution of New Warrants to
purchase 159,574 shares of New Common Stock, either with or without DTI. In
the event holders of General Unsecured Claims against Group vote as a class
to reject the Plan, then such holders will not receive any distributions
under the Plan.

11. CLASS 6B -- VIASYSTEMS GENERAL UNSECURED CLAIMS

a. Claims in Class: Class 6B consists of all General Unsecured Claims
against Viasystems.

b. Treatment: Each holder of an Allowed General Unsecured Claim
against Viasystems will receive, in full satisfaction, settlement, release,
and discharge of and in exchange for each such Allowed General Unsecured
Claim, a New Subordinated Note in a principal amount equal to 85% of the
amount of each such Allowed General Unsecured Claim.

12. CLASS 7A -- GROUP INTERCOMPANY CLAIMS

a. Claims in Class: Class 7A consists of all Intercompany Claims
against Group.

b. Treatment: The legal, equitable, and contractual rights of the
holders of Intercompany Claims against Group are unaltered by the Plan, or
such Intercompany Claims will otherwise be rendered unimpaired pursuant to
section 1124 of the Bankruptcy Code.

13. CLASS 7B -- VIASYSTEMS INTERCOMPANY CLAIMS

a. Claims in Class: Class 7B consists of all Intercompany Claims
against Viasystems.

b. Treatment: The legal, equitable, and contractual rights of the
holders of an Allowed Intercompany Claims against Viasystems are unaltered
by the Plan, or such Intercompany Claims will otherwise be rendered
unimpaired pursuant to section 1124 of the Bankruptcy Code.

14. CLASS 8 -- EXISTING GROUP PREFERRED STOCK

a. Equity Interests in Class: Class 8 consists of all Existing Group
Preferred Stock.

b. Treatment: If the holders of Group General Unsecured Claims (Class
6A) vote as a class to accept the Plan in accordance with section 1126(c)
of the Bankruptcy Code, then on the Effective Date, each holder of an
Allowed Existing Group Preferred Stock Equity Interest will receive a Pro
Rata distribution of New Warrants to purchase 1,436,171 shares of New
Common Stock, either with or

without DTI. If holders of Group General Unsecured Claims (Class 6A) vote
as a class to reject the Plan, holders of Existing Group Preferred Stock
will not receive any distribution.

15. CLASS 9A -- EXISTING GROUP COMMON STOCK

a. Equity Interests in Class: Class 9A consists of all Existing Group
Common Stock.

b. Treatment: On the Effective Date, all Existing Group Common Stock
will be cancelled, and the holders of Existing Group Common Stock will not
receive or retain any property or interest in property on account of their
Existing Group Common Stock.

16. CLASS 9B -- EXISTING VIASYSTEMS COMMON STOCK

a. Equity Interests in Class: Class 9B consists of all Existing
Viasystems Common Stock.

b. Treatment: For and in consideration of Group acquiring certain
Allowed Viasystems Existing Credit Agreement Claims, Allowed Senior Note
Claims, Allowed DTI Guaranty Claims and Allowed Viasystems Subordinated
Note Claims and contributing such Claims to Viasystems, and for and in
consideration of Group funding the consideration or providing for
distributions under the Plan to holders of Allowed Administrative Claims,
Allowed Priority Tax Claims, Allowed Other Priority Claims, certain Allowed
Existing Credit Agreement Claims, Allowed Other Secured Claims, certain
Allowed General Unsecured Claims, and Allowed Existing Group Preferred
Stock Equity Interests, the legal, equitable, and contractual rights of
Group in the Existing Viasystems Common Stock are unaltered and unimpaired
by the Plan.

17. CLASS 10 -- EXISTING OTHER EQUITY INTERESTS

a. Claims and Equity Interests in Class: Class 10 consists of all
Existing Other Equity Interests in Group and Viasystems.

b. Treatment: On the Effective Date, all Existing Other Equity
Interests will be cancelled, and the holders of Existing Other Equity
Interests in Group and Viasystems will not receive or retain any property
or interest in property on account of their Existing Other Equity
Interests.

E. ALLOWED CLAIMS AND EQUITY INTERESTS

Notwithstanding any provision in the Plan to the contrary, the Debtors or
Reorganized Debtors will only make distributions to holders of Allowed Claims
and Allowed Equity Interests. No holder of a Disputed Claim or Disputed Equity
Interest will receive any distribution on account thereof until and to the
extent that its Disputed Claim or Disputed Equity Interest becomes an Allowed
Claim or Allowed Equity Interest.

F. POSTPETITION INTEREST

In accordance with section 502(b)(2) of the Bankruptcy Code, the amount of
all unsecured Claims against the Debtors will be calculated as of the Petition
Date. Except as otherwise explicitly provided in the Plan, in section 506(b) of
the Bankruptcy Code or by order of the Bankruptcy Court, no holder of a Claim
will be entitled to or receive Postpetition Interest.

G. ALTERNATIVE TREATMENT

Notwithstanding any provision in the Plan to the contrary, any holder of an
Allowed Claim may receive, instead of the distribution or treatment to which it
is entitled under the Plan, any other distribution or treatment to which it, the
Debtors, the Senior Lenders, the Noteholders' Committee, and Hicks Muse may
agree to in writing; provided, however, that such other distribution or
treatment shall not provide a return having a present value in excess of the
present value of the distribution or treatment that otherwise would be given
such holder pursuant to the Plan.

H. TAX ALLOCATION

For tax purposes, the value of any New Securities received by holders of
Claims in satisfaction of interest bearing obligations will be allocated first
to the full satisfaction of principal of such interest bearing obligations and
second in satisfaction of any accrued unpaid interest.

I. RIGHTS OFFERING

1. THE RIGHTS

Group will issue non-transferable, non-certificated subscription rights
(the "Rights") entitling the purchase from Group, on the Effective Date and
incident to and as part of the transactions that comprise the Plan, of (i)
2,758,828 shares, with DTI, or 2,646,135 shares, without DTI, of New Senior
Convertible Preferred Stock at an aggregate purchase price of $34.98 million
(5.5169 shares, with DTI, or 5.2916 shares, without DTI, for each $1,000 in
principal amount of Subordinated Notes held) by the holders of Subordinated Note
Claims as of the Voting Record Date (including Hicks Muse), (ii) 888,709 shares,
with DTI, or 852,408 shares, without DTI, of New Senior Convertible Preferred
Stock at an aggregate purchase price of $11.27 million by Hicks Muse, and (iii)
591,492 shares, with DTI, or 567,331 shares, without DTI, of New Senior
Convertible Preferred Stock at an aggregate purchase price of $7.5 million by
TCW (the "Rights Offering").

No fractional shares of New Senior Convertible Preferred Stock or Cash in
lieu thereof will be issued or paid. The number of shares of New Senior
Convertible Preferred Stock available for purchase by a Rights Holder will be
rounded down to the nearest whole number.

2. RIGHTS PERIOD

The Rights Offering will commence by announcement as soon as practicable
following the Petition Date and will expire on the Rights Deadline. After the
Rights Deadline, unexercised Rights will be null and void. Group will not be
obligated to honor any purported exercise of Rights received by the Rights Agent
after the Rights Deadline, regardless of when the documents relating to such
exercise were sent.

3. SUBSCRIPTION PRICE

The Subscription Price will be between $12.68, with DTI, and $13.22,
without DTI, per share of New Senior Convertible Preferred Stock, payable in
Cash or by transfer of Existing Bank Debt to Group. Payments may only be made in
accordance with procedures prescribed by each beneficial holder's Nominee, with
respect to Cash payments, or by tender of documents of transfer and assignment
in form and substance reasonably satisfactory to Group, with respect to the
transfer of Existing Bank Debt to Group. The Subscription Form and exact
Subscription Price will be set forth in a supplemental notice to be delivered to
the Rights Holders as soon as practicable following the Petition Date.

4. TRANSFER RESTRICTION; REVOCATION

THE RIGHTS ARE NOT TRANSFERABLE. ONCE A RIGHTS HOLDER HAS PROPERLY
EXERCISED ITS RIGHTS, SUCH EXERCISE WILL NOT BE PERMITTED TO BE REVOKED. UPON
SUCH EXERCISE, RIGHTS HOLDERS WHO HOLD SUBORDINATED NOTES WILL NOT BE PERMITTED
TO SELL, TRANSFER, ASSIGN, PLEDGE OR OTHERWISE DISPOSE OF SUCH SUBORDINATED
NOTES. ANY SUCH TRANSFER OR ATTEMPTED TRANSFER WILL BE NULL AND VOID AND THE
DEBTORS WILL NOT TREAT ANY PURPORTED TRANSFEREE AS THE HOLDER OF SUCH
SUBORDINATED NOTES.

5. PROCEDURES FOR EXERCISE OF RIGHTS

Rights issued to holders of Subordinated Note Claims may only be exercised
by such Rights Holders to the extent such holders hold the Subordinated Notes
giving rise to the Subordinated Note Claim at such time of exercise. Rights
Holders will be able to exercise their Rights by causing their Subscription
Forms to be
24

delivered to the Rights Agent at or prior to the Rights Deadline, having
properly completed and executed the Subscription Form, and tendered the
Subscription Price in accordance with procedures set forth in the Subscription
Form and prescribed by each beneficial owner's Nominee, with respect to Cash
payments, or Group, with respect to the transfer of Existing Bank Debt to Group.

Upon receipt of the Subscription Form, Nominees should contact the
respective beneficial owners of Subordinated Note Claims as soon as possible to
ascertain the beneficial owners' intentions and to obtain instructions with
respect to the Rights. If a beneficial owner so instructs, the Nominee should
complete the Subscription Form and submit such Subscription Form and the
applicable Subscription Price to the Rights Agent prior to the Rights Deadline.

THE INSTRUCTIONS ACCOMPANYING THE SUBSCRIPTION FORMS SHOULD BE READ
CAREFULLY AND FOLLOWED IN DETAIL.

All questions concerning the timeliness, validity, form and eligibility of
any exercise of Rights will be determined by the Debtors, whose determinations
will be final and binding. The Debtors, in their sole discretion, may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such times as they may determine, or reject the purported exercise of any
Right. Subscription Forms will not be deemed to have been received or accepted
until all irregularities have been waived or cured within such time as the
Debtors determine, in their sole discretion. Neither the Debtors nor the Rights
Agent will be under any duty to give notification of any defect or irregularity
in connection with the submission of Subscription Forms or incur any liability
for failure to give such notification.

6. COMMITMENTS

Incident to and as part of the transactions that comprise the Plan and
pursuant to the Commitment Agreements, (i) Hicks Muse has agreed to exercise its
Rights in full and, on the Effective Date, to cause the record holder to
transfer Existing Bank Debt beneficially owned by Hicks Muse under a
participation agreement in the principal amount of $27.5 million to Group in
exchange for 2,168,806 shares, with DTI, or 2,080,215 shares, without DTI, of
New Senior Convertible Preferred Stock (Group will thereafter contribute such
Existing Bank Debt to Viasystems for cancellation); (ii) TCW has agreed to
exercise its Rights in full and, on the Effective Date, to transfer Existing
Bank Debt in the principal amount of $7.5 million to Group in exchange for
591,492 shares, with DTI, or 567,331 shares, without DTI, of New Senior
Convertible Preferred Stock (Group will thereafter contribute such Existing Bank
Debt to Viasystems for cancellation); and (iii) GSC has agreed, on the Effective
Date, to purchase from Group all or any portion of the remaining shares of New
Senior Convertible Preferred Stock that the holders of Subordinated Note Claims
(other than Hicks Muse) do not purchase in the Rights Offering, up to 1,478,731
shares, with DTI, or 1,418,328 shares, without DTI, of New Senior Convertible
Preferred Stock at an aggregate purchase price of up to $18.75 million. In
consideration for such commitments, Group has agreed to pay Hicks Muse, TCW, and
GSC a fee, in Cash, equal to two percent of the price of the New Senior
Convertible Preferred Stock purchased by such Persons in the Rights Offering.

7. CONDITIONS TO ISSUANCE OF SHARES

None of Group, Hicks Muse, TCW, GSC, or any exercising Rights Holder will
be under any obligation, or have any right, to transfer or purchase any shares
of New Senior Convertible Preferred Stock unless and until the Plan has been
confirmed, all conditions to the Effective Date have been satisfied or waived,
and all Subordinated Note Claims are exchanged for New Common Stock pursuant to
the Plan. The Rights Offering is not conditioned on the exercise of any minimum
number of Rights by Rights Holders. Group reserves the right at any time prior
to the Rights Deadline to terminate the Rights Offering if consummation thereof
is prohibited by law or applicable regulation. Reorganized Group will otherwise
be obligated to complete the Rights Offering on the Effective Date.

8. PROCEEDS

Group expects the proceeds from the Rights Offering to be $53.75 million
based on the combined value of Cash and Existing Bank Debt to be received by
Group. Tendered Existing Bank Debt will be cancelled. All Cash proceeds from the
Rights Offering will be used to reduce outstanding indebtedness of the Debtors
under the Existing Credit Agreement.

9. NO RECOMMENDATION BY CREDITOR GROUP REGARDING EXERCISE OF RIGHTS

THIS DISCLOSURE STATEMENT AND THE MATERIALS ATTACHED HERETO OR SUBMITTED
HEREWITH DO NOT CONSTITUTE A RECOMMENDATION BY THE CREDITOR GROUP OR ANY OF
THEIR RESPECTIVE REPRESENTATIVES, AGENTS, OR PROFESSIONALS, REGARDING WHETHER OR
NOT A RIGHTS HOLDER SHOULD EXERCISE THE RIGHTS. THE DECISION TO EXERCISE OR NOT
EXERCISE THE RIGHTS IS WITHIN THE SOLE DISCRETION OF EACH RIGHTS HOLDER AND
SHOULD BE MADE ON THE BASIS OF SUCH RIGHTS HOLDER'S INDEPENDENT ASSESSMENT OF
THE FACTS AND CIRCUMSTANCES. IN THAT REGARD, EACH RIGHTS HOLDER IS ENCOURAGED TO
REVIEW CAREFULLY ALL OF THE MATERIALS INCLUDED HEREWITH, THE MATERIALS THAT WILL
BE PROVIDED WITH THE SUBSCRIPTION FORM, AND ANY OTHER MATERIALS DEEMED RELEVANT
BY SUCH RIGHTS HOLDER AND TO CONSULT WITH SUCH RIGHTS HOLDER'S OWN FINANCIAL AND
LEGAL ADVISORS.

J. HICKS MUSE EXCHANGE

Incident to and as part of the transactions that comprise the Plan and
pursuant to that certain Commitment Agreement executed by Hicks Muse, Hicks Muse
has agreed, on the Effective Date, to transfer Existing Bank Debt to Group for
shares of New Common Stock (the "Hicks Muse Exchange"). Under the Hicks Muse
Exchange, Hicks Muse will direct the record holder to transfer Existing Bank
Debt beneficially owned by Hicks Muse under a participation agreement in the
principal amount of $23.7 million to Group (Group will thereafter contribute
such Existing Bank Debt to Viasystems for cancellation). In exchange, Group will
transfer 1,867,237 shares, with DTI, or 1,790,964 shares, without DTI, of New
Common Stock to Hicks Muse. Tendered Existing Bank Debt will be cancelled
(following its contribution by Group to Viasystems). Neither Group nor Hicks
Muse will have any obligation under the Hicks Muse Exchange unless and until the
Plan has been Confirmed and all conditions to the consummation of the Plan have
been satisfied or waived.

K. MEANS FOR IMPLEMENTATION OF THE PLAN

1. CONTINUED CORPORATE EXISTENCE; AUTHORIZED CAPITAL STOCK

Reorganized Group and Reorganized Viasystems will continue to exist after
the Effective Date as separate corporate entities in accordance with the
applicable law in the applicable jurisdiction in which they are incorporated
under their respective certificates of incorporation and bylaws in effect before
the Effective Date except as their certificates of incorporation and bylaws may
be amended pursuant to the Plan. On the Effective Date, the certificate of
incorporation and bylaws of each Reorganized Debtor will be amended as necessary
to satisfy the provisions of the Plan and the Bankruptcy Code and will include
pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting
the issuance of non-voting equity securities. In addition, the Reorganized Group
Certificate of Incorporation will include a provision (i) authorizing 25 million
shares of New Preferred Stock, of which 4.5 million shares will be designated
New Senior Convertible Preferred Stock and 1.5 million shares will be designated
New Junior Preferred Stock, and (ii) authorizing 100 million shares of New
Common Stock. See Section VI.B -- "CAPITAL STRUCTURE OF THE REORGANIZED
DEBTORS -- NEW SECURITIES."

2. CORPORATE ACTION; CANCELLATION OF SECURITIES

As of the Effective Date, the Certificates evidencing the Extinguished
Securities will evidence solely the right to receive from Viasystems or Group
the distribution of the consideration, if any, under the Plan as described in
Section IV.D -- "SUMMARY OF THE PLAN -- TREATMENT OF CLASSIFIED CLAIMS AND
EQUITY INTERESTS." On the Effective Date, except as otherwise provided for in
the Plan, (i) the Extinguished Securities, to the extent not already cancelled,
will be deemed cancelled and of no further force or effect without any further
action on the part of the Bankruptcy Court or any other Person and (ii) the
obligations of the Debtors under the Extinguished Securities and under the
Debtors' certificate of incorporation, any agreements, indentures, or
certificates of designations governing the Extinguished Securities will be
terminated and discharged; provided, however, that each indenture or other
agreement that governs the rights of the holder of a Claim based on the
Extinguished Securities and that is administered by an indenture trustee, agent,
or servicer will continue in effect solely for the purposes of (a) allowing such
indenture trustee, agent, or servicer to make the distributions to be made on
account of such Claims under the Plan and (b) permitting such indenture trustee,
agent, or servicer to maintain any rights it may have for fees, costs, and
expenses under such indenture or other agreement. Additionally, the cancellation
of any indenture will not impair the rights and duties under such indenture as
between the indenture trustee thereunder and the beneficiaries of the trust
created thereby. Additionally, as of the Effective Date, all Equity Interests
other than the Equity Interests in Viasystems, to the extent not already
cancelled, will be cancelled.

Any actions taken by an indenture trustee, agent or servicer that are not
for the purposes authorized under the Plan will not be binding upon the Debtors.
Except with respect to the making of distributions as provided in the preceding
paragraph, the Reorganized Debtors may, with or without cause, terminate any
indenture or other governing agreement and the authority of any indenture
trustee, agent or servicer to act thereunder at any time by giving five Business
Days' written notice of termination to the indenture trustee, agent, or
servicer. If distributions under the Plan on account of Subordinated Note Claims
have not been completed at the time of termination of the indenture or other
governing agreement, the Reorganized Debtors will designate a distribution agent
to act in place of the indenture trustee, agent, or servicer, and the provisions
of the Plan will be deemed to apply to the new distribution agent.

3. DIRECTORS AND EXECUTIVE OFFICERS

On the Effective Date, the term of each member of the current Board of
Directors of Group and Viasystems will automatically expire. The initial Board
of Directors of Reorganized Group on and after the Effective Date will consist
of nine members. Group will identify the individuals proposed to serve as
directors of Reorganized Group in the Plan Supplement, which will be filed with
the Bankruptcy Court on or before the date that is five Business Days prior to
the Confirmation Hearing. Board members will be designated for election in the
manner described in Section III.A.1 -- "MANAGEMENT AND CORPORATE STRUCTURE OF
THE REORGANIZED DEBTORS -- THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF THE
REORGANIZED DEBTORS -- REORGANIZED GROUP." The board of directors of Reorganized
Group will have the responsibility for the management, control, and operation of
Reorganized Group on and after the Effective Date. The members of the Management
Group will maintain their current positions as executive officers of Reorganized
Group on and after the Effective Date. The officers and directors of Reorganized
Group on and after the Effective Date will also serve as the officers and
directors of Reorganized Viasystems unless otherwise provided in the Plan
Supplement.

4. NEW SECURITIES

As of the Effective Date, the issuance by Reorganized Group of an aggregate
of (i) 4,239,029 shares, with DTI, or 4,065,874 shares, without DTI, of New
Senior Convertible Preferred Stock, (ii) 1,336,000 shares, with DTI, or
1,201,000 shares, without DTI, of New Junior Preferred Stock, and (iii)
20,760,971 shares, with DTI, or 20,934,126 shares, without DTI, of New Common
Stock will be authorized.

As of the Effective Date, the issuance by Reorganized Group of New Warrants
to purchase an aggregate of 1,595,745 shares of New Common Stock will be
authorized.

As of the Effective Date, the grant by Reorganized Group of the Tranche A
New Options to purchase an aggregate of 2,222,222 shares of New Common Stock in
accordance with the Incentive Option Plan will be authorized.

As of the Effective Date, the reservation by Reorganized Group of 8,056,996
shares, with DTI, or 7,883,841 shares, without DTI, of New Common Stock for
issuance pursuant to any conversion of the New Senior Convertible Preferred
Stock and any exercise of New Warrants or Tranche A New Options will be
authorized.

The issuance, grant, and reservation of New Securities described in this
Section IV.K.4 and authorized pursuant to the Plan will not require any further
act or action by, among other Persons, any shareholders or creditors of Group,
under applicable law, regulation, order or rule.

All New Securities to be issued or granted will be deemed issued or
granted, as applicable, as of the Effective Date regardless of the date on which
they are actually distributed. The New Securities are described in Section
VI.B -- "CAPITAL STRUCTURE OF THE REORGANIZED DEBTORS -- NEW SECURITIES."

5. NEW SENIOR CREDIT AGREEMENT

Indebtedness under the Existing Credit Agreement (which indebtedness will
be reduced by approximately $77.43 million pursuant to the consummation of the
Rights Offering and the Hicks Muse Exchange) will be restructured in the New
Senior Credit Agreement to provide for a Term Loan A Facility in an amount
between $69.5 million and $85.4 million and a Term Loan B Facility in an amount
between $362.9 million and $378.8 million. In addition, the New Senior Credit
Agreement will include the Exit Facility, which will provide for revolving loans
of up to $61.85 million and a letter of credit subfacility with a sublimit of
$15.0 million. The Exit Facility will be part of the New Senior Credit
Agreement. The Exit Facility will provide liquidity for working capital and
other general corporate purposes to Reorganized Group and its Subsidiaries
following the conclusion of the Chapter 11 Cases. Availability under the Exit
Facility will be subject to a domestic asset coverage test and, with respect to
revolving advances, limited to circumstances in which Reorganized Viasystems and
its Subsidiaries have less than $20 million in unrestricted cash and cash
equivalents on hand at the time of, and after giving effect to, borrowing. As of
the date of this Disclosure Statement, the committed amount of the Exit Facility
is $51.3 million. On the Effective Date, the Reorganized Debtors will enter into
the New Senior Credit Agreement. See Section VI.C -- "CAPITAL STRUCTURE OF THE
REORGANIZED DEBTORS -- NEW SENIOR CREDIT AGREEMENT."

6. NEW SUBORDINATED NOTES

On the Effective Date, Reorganized Viasystems will issue New Subordinated
Notes to holders of General Unsecured Claims against Viasystems in aggregate
principal amount equal to 85% of such Allowed Claims. See Section
VI.D -- "CAPITAL STRUCTURE OF THE REORGANIZED DEBTORS -- NEW SUBORDINATED
NOTES."

7. RIGHTS OFFERING AND HICKS MUSE EXCHANGE

Incident to and as part of the transactions that comprise the Plan, Group
is (i) issuing Rights to purchase 4,239,029 shares, with DTI, or 4,065,874
shares, without DTI, of New Senior Convertible Preferred Stock at an aggregate
purchase price of $53.75 million under the Rights Offering and (ii) exchanging
1,867,237 shares, with DTI, or 1,790,964 shares without DTI, of New Common Stock
for $23.7 million in Existing Bank Debt under the Hicks Muse Exchange. On the
Effective Date, Group will consummate the Rights Offering and the Hicks Muse
Exchange, all as contemplated by the Rights Offering and the Commitment
Agreements. See Section IV.I - "SUMMARY OF THE PLAN -- RIGHTS OFFERING" and
Section IV.J -- "SUMMARY OF THE PLAN -- HICKS MUSE EXCHANGE."

8. INCENTIVE OPTION PLAN

On the Effective Date, Reorganized Group will adopt the Incentive Option
Plan pursuant to which Reorganized Group will be authorized to grant New Options
to purchase up to 2,777,778 shares of New Common Stock. See Section
III.B -- "MANAGEMENT AND CORPORATE STRUCTURE OF THE REORGANIZED
DEBTORS -- INCENTIVE OPTION PLAN."

9. REVESTING OF ASSETS

The property of each Debtor's Estate, together with any property of each
Debtor that is not property of its Estate and that is not specifically disposed
of pursuant to the Plan, will revest in the applicable Reorganized Debtor on the
Effective Date. Thereafter, the Reorganized Debtors may operate their businesses
and may use, acquire, and dispose of property free of any restrictions of the
Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. As of the
Effective Date, all property of the Reorganized Debtors will be free and clear
of all Claims, encumbrances, Equity Interests, charges and liens except as
specifically provided or contemplated in the Plan or the Confirmation Order.
Without limiting the generality of the foregoing, the Reorganized Debtors may,
without application to or approval by the Bankruptcy Court, pay professional
fees and expenses incurred after the Effective Date.

10. PRESERVATION OF RIGHTS OF ACTION; SETTLEMENT OF LITIGATION CLAIMS

Except as otherwise provided in the Plan or the Confirmation Order, or in
any contract, instrument, release, indenture or other agreement entered into in
connection with the Plan, in accordance with section 1123(b) of the Bankruptcy
Code, the Reorganized Debtors will retain and may enforce, sue on, settle, or
compromise (or decline to do any of the foregoing) all claims, rights or causes
of action, suits, and proceedings, whether in law or in equity, whether known or
unknown, that the Debtors or their Estates may hold against any Person or entity
without the approval of the Bankruptcy Court. The Reorganized Debtors or their
successor(s) may pursue such retained claims, rights or causes of action, suits,
or proceedings as appropriate, in accordance with the best interests of the
Reorganized Debtors or their successor(s) who hold such rights.

11. EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS

The chairman of the board of directors, president, chief financial officer,
any executive vice-president or senior vice-president, or any other appropriate
officer of each Debtor will be authorized to execute, deliver, file, or record
such contracts, instruments, releases, indentures, and other agreements or
documents, and take such other actions, as may be necessary or appropriate, to
effectuate and further evidence the terms and conditions of the Plan. The
secretary or assistant secretary of the appropriate Debtor will be authorized to
certify or attest to any of the foregoing actions.

12. EXEMPTION FROM CERTAIN TRANSFER TAXES

Pursuant to section 1146(c) of the Bankruptcy Code, any transfers from a
Debtor to a Reorganized Debtor or any other Person or entity pursuant to the
Plan will not be subject to any document recording tax, stamp tax, conveyance
fee, intangibles or similar tax, mortgage tax, real estate transfer tax,
mortgage recording tax, or other similar tax or governmental assessment, and the
Confirmation Order will direct the appropriate state or local governmental
officials or agents to forego the collection of any such tax or governmental
assessment and to accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or
governmental assessment.

L. PROVISIONS GOVERNING DISTRIBUTIONS

1. DISTRIBUTIONS FOR CLAIMS AND EQUITY INTERESTS ALLOWED AS OF THE EFFECTIVE
DATE

Except as otherwise provided in the Plan or as ordered by the Bankruptcy
Court, distributions and issuances of New Securities to be made in exchange for
or on account of Claims or Equity Interests that are

Allowed Claims or Allowed Equity Interests as of the Effective Date will be made
on the Distribution Date, or as soon thereafter as reasonably practicable. All
Cash distributions will be made by the Disbursing Agent from available Cash of
the Reorganized Debtors. Any distribution under the Plan of property other than
Cash (including any issuance of New Securities and the distribution of such New
Securities in exchange for Allowed Claims as of the Effective Date) will be made
by the Disbursing Agent, the indenture trustee or the transfer agent in
accordance with the terms of the Plan.

2. DISBURSING AGENT

The Disbursing Agent will make all distributions required under the Plan,
except with respect to a holder of a Claim whose distribution is governed by an
indenture or other agreement and is administered by an indenture trustee, agent,
or servicer, which distributions will be deposited with the appropriate
indenture trustee, agent, or servicer, who will deliver such distributions to
the holders of Claims in accordance with the provisions of the Plan and the
terms of the relevant indenture or other governing agreement.

If the Disbursing Agent is an independent third party designated by the
Reorganized Debtors to serve in such capacity (or, in the case of an indenture
or other agreement that governs distributions and is administered by an
indenture trustee, agent, or servicer), such Disbursing Agent, indenture
trustee, agent, or servicer will receive, without further Bankruptcy Court
approval, reasonable compensation for distribution services rendered pursuant to
the Plan and reimbursement of reasonable out-of-pocket expenses incurred in
connection with such services from the Reorganized Debtors on terms acceptable
to the Reorganized Debtors. No Disbursing Agent will be required to give any
bond or surety or other security for the performance of its duties unless
otherwise ordered by the Bankruptcy Court. If otherwise so ordered, all costs
and expenses of procuring any such bond will be paid by the Reorganized Debtors.

3. SURRENDER OF SECURITIES OR INSTRUMENTS

On or before the Distribution Date, or as soon as reasonably practicable
thereafter, each holder of a Certificate will surrender such Certificate to the
Disbursing Agent, or, with respect to the Subordinated Notes, the indenture
trustee, and such Certificate will be cancelled. No distribution of property
under the Plan, including the sale of New Senior Convertible Preferred Stock to
a holder of a Subordinated Note Claim pursuant to the Rights Offering, will be
made to or on behalf of any such holder unless and until such Certificate is
received by the Disbursing Agent or the indenture trustee, as the case may be,
or the unavailability of such Certificate is reasonably established to the
satisfaction of the Disbursing Agent or indenture trustee, as the case may be.
Any such holder who fails to surrender or cause to be surrendered such
Certificate or fails to execute and deliver an affidavit of loss and indemnity
reasonably satisfactory to the Disbursing Agent or indenture trustee, as the
case may be, prior to the second anniversary of the Effective Date will be
deemed to have forfeited all rights and Claims or Equity Interests in respect of
such Certificate, will not participate in any distribution under the Plan and
will have no right to participate in the Rights Offering, and (i) all Cash in
respect of such forfeited distribution, including interest accrued thereon, will
revert to Reorganized Group and (ii) all New Securities in respect of such
forfeited distribution will be cancelled notwithstanding any federal or escheat
laws to the contrary.

4. INSTRUCTIONS TO DISBURSING AGENT

Prior to any distribution on account of a Subordinated Note Claim, the
indenture trustee will (i) inform the Disbursing Agent as to the amount of
properly surrendered Subordinated Notes and (ii) inform the Disbursing Agent in
a properly completed letter of transmittal, accompanied by properly remitted
securities, of the names of holders of Allowed Subordinated Note Claims, and the
number of shares of New Stock to be issued and distributed to or on behalf of
such holders of Allowed Subordinated Note Claims in exchange for properly
surrendered Subordinated Notes.

5. SERVICES OF INDENTURE TRUSTEE

The indenture trustee's services with respect to consummation of the Plan
will be as set forth in the Plan and as authorized by the indenture.

6. RECORD DATE FOR DISTRIBUTIONS

At the close of business on the Distribution Record Date, the transfer
ledgers for the Existing Bank Debt (maintained by JPMorgan Chase Bank, as
Administrative Agent under the Existing Credit Agreement), Senior Notes,
Subordinated Notes, and Existing Group Stock will be closed, and there will be
no further changes in the record holders of such debt and securities. The
Reorganized Debtors and the Disbursing Agent, if any, will have no obligation to
recognize any transfer of any such debt and securities occurring after the
Distribution Record Date and will be entitled instead to recognize and deal for
all purposes under the Plan with only those record holders listed on the
transfer ledgers as of the close of business on the Distribution Record Date.

7. MEANS OF CASH PAYMENT

Cash payments under the Plan will be in U.S. funds by check, wire transfer,
or such other commercially reasonable manner as the payor will determine in its
sole discretion.

8. CALCULATION OF DISTRIBUTION AMOUNTS OF NEW STOCK AND NEW WARRANTS

No fractional shares of New Stock or New Warrants to purchase fractional
shares of New Stock will be issued or distributed under the Plan or by
Reorganized Group or any Disbursing Agent, indenture trustee, agent, or
servicer. Each Person entitled to receive New Stock or New Warrants to purchase
shares of New Stock will receive the total number of whole shares of New Stock
or New Warrants to purchase the total number of whole shares of New Stock to
which such Person is entitled. Whenever any distribution to a particular Person
would otherwise call for distribution of a fraction of a share of New Stock or a
New Warrant to purchase a fractional share of New Stock, such number of shares
or New Warrants to purchase shares to be distributed will be rounded down to the
nearest whole number.

9. DELIVERY OF DISTRIBUTIONS; UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS

Distributions to holders of Allowed Claims will be made by the Disbursing
Agent or the indenture trustee, as the case may be, (i) at the holder's last
known address, (ii) at the address in any written notice of address change
delivered to the Disbursing Agent, (iii) in the case of the holder of a
Subordinated Note Claim, at the address in the indenture trustee's official
records, or (iv) at the address set forth in a properly completed letter of
transmittal accompanying a Certificate properly remitted in accordance with the
terms hereof. If any holder's distribution is returned as undeliverable, no
further distributions to such holder will be made, unless and until the
Disbursing Agent or indenture trustee is notified of such holder's then current
address, at which time all missed distributions will be made to such holder
without interest. Amounts in respect of undeliverable distributions made through
the Disbursing Agent or the indenture trustee will be returned to the
appropriate Reorganized Debtor or the indenture trustee, as the case may be,
until such distributions are claimed. All claims for undeliverable distributions
must be made on or before the second anniversary of the Effective Date, after
which date (a) all Cash in respect of such forfeited distribution including
interest accrued thereon will revert to Reorganized Group and (b) all New
Securities in respect of such forfeited distribution will be cancelled, in each
case, notwithstanding any federal or escheat laws to the contrary.

10. WITHHOLDING AND REPORTING REQUIREMENTS

In connection with the Plan and all distributions thereunder, the
Disbursing Agent will, to the extent applicable, comply with all tax withholding
and reporting requirements imposed by any federal, state, local, or foreign
taxing authority, and all distributions under the Plan will be subject to any
such withholding and

reporting requirements. The Disbursing Agent will be authorized to take all
actions necessary or appropriate to comply with such withholding and reporting
requirements.

11. SETOFFS

Other than in respect of any Existing Credit Agreement Claim, a Reorganized
Debtor may, but will not be required to, set off against any Claim, and the
payments or other distributions to be made pursuant to the Plan in respect of
such Claim, claims of any nature whatsoever that the Debtor or Reorganized
Debtor may have against the Claim's holder; provided, however, that neither the
failure to do so nor the allowance of any Claim under the Plan will constitute a
waiver or release by the Reorganized Debtor of any claim that the Debtor or
Reorganized Debtor may have against such holder. Nothing in the Plan will be
deemed to expand rights to setoff under applicable non-bankruptcy law.
Notwithstanding the foregoing, the Reorganized Debtors shall be deemed to waive
and shall have no right of setoff or recoupment against any Existing Credit
Agreement Claim or against any amounts at any time due or outstanding under the
DIP Facility.

M. PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS

1. OBJECTIONS TO CLAIMS AND EQUITY INTERESTS; DISPUTED CLAIMS AND EQUITY
INTERESTS

The Debtors intend to make distributions, as required by the Plan, in
accordance with the books and records of the Debtors (or in the case of the
Existing Bank Debt, in accordance with the books and records of JPMorgan Chase
Bank as Administrative Agent under the Existing Credit Agreement). Unless
disputed by a holder of a Claim or Equity Interest, the amount set forth in the
books and records of the Debtors will constitute the amount of the Allowed Claim
or Allowed Equity Interest of such holder. If any holder of a Claim or Equity
Interest disagrees with the Debtors, such holders must so advise the Debtors in
writing, in which event, the Claim or Equity Interest will be a Disputed Claim
or a Disputed Equity Interest. The Debtors intend to attempt to resolve any such
disputes consensually, or through other judicial means outside of the Bankruptcy
Court. Nevertheless, the Debtors may, in their discretion, file with the
Bankruptcy Court (or any other court of competent jurisdiction) an objection to
the allowance of any Claim or Equity Interest, or any other appropriate motion
or adversary proceeding with respect thereto. All such objections will be
litigated to Final Order; provided, however, that the Debtors may compromise and
settle, withdraw or resolve by any other method, without requirement of
Bankruptcy Court approval, any objections to Claims or Equity Interests. In
addition, any Debtor may, at any time, request that the Bankruptcy Court
estimate any contingent or unliquidated Claim pursuant to section 502(c) of the
Bankruptcy Code or other applicable law regardless of whether such Debtor has
previously objected to such Claim or whether the Bankruptcy Court has ruled on
any such objection, and the Bankruptcy Court will retain jurisdiction to
estimate any Claim at any time during litigation concerning any objection to any
Claim, including during the pendency of the any appeal relating to any such
objection. In the event the Bankruptcy Court estimates any contingent or
unliquidated Claim, that estimated amount will constitute either the Allowed
amount of such Claim or a maximum limitation on such Claim, as determined by the
Bankruptcy Court. If the estimated amount constitutes a maximum limitation on
such Claim, the Debtors may elect to pursue any supplemental proceedings to
object to any ultimate distribution on such Claim. All of the aforementioned
Claims objection, estimation, and resolution procedures are cumulative and are
not necessarily exclusive of one another. Claims may be estimated and thereafter
resolved by any permitted mechanism.

2. NO DISTRIBUTION PENDING ALLOWANCE

Notwithstanding any other provision in the Plan, if any portion of a Claim
is a Disputed Claim, no payment or distribution provided under the Plan will be
made on account of or in exchange for such Claim unless and until such Disputed
Claim becomes an Allowed Claim.

3. DISTRIBUTIONS AFTER ALLOWANCE

To the extent that a Disputed Claim or Disputed Equity Interest ultimately
becomes an Allowed Claim or Allowed Equity Interest, a distribution will be made
to the holder of such Allowed Claim or Allowed Equity

Interest in accordance with the provisions of the Plan. As soon as reasonably
practicable after the date that the order or judgment of the Bankruptcy Court or
other applicable court of competent jurisdiction allowing any Disputed Claim or
Disputed Equity Interest becomes a Final Order, the Disbursing Agent will
provide to the holder of such Claim or Equity Interest the distribution to which
such holder is entitled under the Plan on account of or in exchange for such
Allowed Claim.

N. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

1. ASSUMED CONTRACTS AND LEASES

Except as otherwise provided in the Plan, or in any contract, instrument,
release, indenture, or other agreement or document entered into in connection
with the Plan, as of the Effective Date each Reorganized Debtor will be deemed
to have assumed each executory contract and unexpired lease to which it is a
party, unless such contract or lease (i) was previously assumed or rejected by
the Debtors, (ii) previously expired or terminated pursuant to its own terms,
(iii) is the subject of a motion to reject filed on or before the Confirmation
Date or (iv) is set forth in a schedule, as an executory contract or unexpired
lease to be rejected, filed as part of the Plan Supplement. The Confirmation
Order will constitute an order of the Bankruptcy Court under section 365 of the
Bankruptcy Code approving the contract and lease assumptions or rejections
described above, as of the Effective Date.

Each executory contract and unexpired lease that is assumed and relates to
the use, ability to acquire, or occupancy of real property will include (a) all
modifications, amendments, supplements, restatements, or other agreements made
directly or indirectly by any agreement, instrument, or other document that in
any manner affect such executory contract or unexpired lease and (b) all
executory contracts or unexpired leases appurtenant to the premises, including
all easements, licenses, permits, rights, privileges, immunities, options,
rights of first refusal, powers, uses, usufructs, reciprocal easement
agreements, vaults, tunnel or bridge agreements or franchises, and any other
interests in real estate or rights in rem related to such premises, unless any
of the foregoing agreements has been rejected pursuant to an order of the
Bankruptcy Court.

2. PAYMENTS RELATED TO ASSUMPTION OF CONTRACTS AND LEASES

Any monetary amounts by which any executory contract and unexpired lease to
be assumed under the Plan is in default will be satisfied, under section
365(b)(1) of the Bankruptcy Code, by the applicable Debtor. If there is a
dispute regarding (i) the nature or amount of any Cure, (ii) the ability of a
Reorganized Debtor or any assignee to provide "adequate assurance of future
performance" (within the meaning of section 365 of the Bankruptcy Code) under
the contract or lease to be assumed, or (iii) any other matter pertaining to
assumption, Cure will occur following the entry of a Final Order of the
Bankruptcy Court resolving the dispute and approving the assumption or
assumption and assignment, as the case may be.

3. REJECTED CONTRACTS AND LEASES

Except as otherwise provided in the Plan or in any contract, instrument,
release, indenture or other agreement or document entered into in connection
with the Plan, none of the executory contracts and unexpired leases to which a
Debtor is a party will be rejected under the Plan; provided, however, that the
Debtors reserve the right, at any time prior to the Confirmation Date, to seek
to reject any executory contract or unexpired lease to which either Debtor is a
party.

4. CLAIMS BASED ON REJECTION OF EXECUTORY CONTRACTS OR UNEXPIRED LEASES

All Claims arising out of the rejection of executory contracts and
unexpired leases must be served upon the appropriate Debtor and its counsel
within 60 days after the earlier of (i) the date of entry of an order of the
Bankruptcy Court approving such rejection or (ii) the Confirmation Date. Any
Claims not filed within such times will be forever barred from assertion against
the respective Debtor, its Estate, and its property.

5. COMPENSATION AND BENEFIT PLANS AND TREATMENT OF RETIREMENT PLAN

Except and to the extent previously assumed by an order of the Bankruptcy
Court, on or before the Confirmation Date, all employee compensation and benefit
plans of the Debtors, including benefit plans and programs subject to sections
1114 and 1129(a)(13) of the Bankruptcy Code, entered into before or after the
Petition Date and not since terminated, will be deemed to be, and will be
treated as if they were, executory contracts that are to be assumed under the
Plan. The Debtors' obligations under such plans and programs will survive
Confirmation of the Plan, except for (i) executory contracts or employee benefit
plans specifically rejected pursuant to the Plan (to the extent such rejection
does not violate sections 1114 and 1129(a)(13) of the Bankruptcy Code) and (ii)
such executory contracts or employee benefit plans as have previously been
rejected, are the subject of a motion to reject as of the Confirmation Date, or
have been specifically waived by the beneficiaries of any employee benefit plan
or contract; provided, however, that the Debtors' obligations, if any, to pay
all "retiree benefits," as defined in section 1114(a) of the Bankruptcy Code,
will continue unimpaired and in full force and effect.

O. ACCEPTANCE OR REJECTION OF THE PLAN

1. CLASSES ENTITLED TO VOTE

Each Impaired Class of Claims that will (or may) receive or retain property
or any interest in property under the Plan is entitled to vote to accept or
reject the Plan. Notwithstanding any distribution of Warrants that holders of
Equity Interests in Class 8 may be entitled to receive under the Plan, the
Debtors intend to seek entry of an order pursuant to which such holders will be
deemed to have rejected the Plan and will not be entitled to vote in respect of
the Plan. By operation of law, each unimpaired Class of Claims or Equity
Interests is deemed to have accepted the Plan and, therefore, is not entitled to
vote. Because holders of Claims and Equity Interests in Classes that are not
entitled to receive or retain any property under the Plan are presumed to have
rejected the Plan, they are not entitled to vote.

2. ACCEPTANCE BY IMPAIRED CLASSES

An Impaired Class of Claims will have accepted the Plan if the holders of
at least two-thirds in amount and more than one-half in number of the Allowed
Claims in the Class actually voting have voted to accept the Plan, in each case
not counting the vote of any holder designated under section 1126(e) of the
Bankruptcy Code.

3. ELIMINATION OF CLASSES

Any Class that does not contain any Allowed Claims or Equity Interests or
any Claims or Equity Interests temporarily allowed for voting purposes under
Federal Rule of Bankruptcy Procedure 3018, as of the date of the commencement of
the Confirmation Hearing, will be deemed not included in the Plan for purposes
of (i) voting to accept or reject the Plan and (ii) determining whether such
Class has accepted or rejected the Plan under section 1129(a)(8) of the
Bankruptcy Code.

4. NONCONSENSUAL CONFIRMATION

The Bankruptcy Court may confirm the Plan over the dissent of any Impaired
Class if all of the requirements for consensual confirmation under subsection
1129(a), other than subsection 1129(a)(8), of the Bankruptcy Code and for
nonconsensual confirmation under of subsection 1129(b) of the Bankruptcy Code
have been satisfied.

To obtain confirmation notwithstanding the nonacceptance of a Class, the
Debtors must demonstrate to the Court that the Plan "does not discriminate
unfairly" and is "fair and equitable" with respect to any dissenting Impaired
Classes. A plan does not discriminate unfairly if the legal rights of a
dissenting Class are treated in a manner consistent with the treatment of other
classes whose legal rights are substantially similar to those of the dissenting
class and if no class receives more than it is entitled to for its Claims or
Equity

Interests. If required, the Debtors will show at the Confirmation Hearing that
the Plan does not discriminate unfairly.

The Bankruptcy Code establishes different "fair and equitable" tests for
secured claims, unsecured claims and equity interests, as follows:

- Secured Claims. Any of (i) each holder of an impaired secured claim
retains its liens securing its secured claim and receives on account of
its secured claim deferred cash payments having a present value equal to
the amount of its allowed secured claim, (ii) each holder of an impaired
secured claim realizes the "indubitable equivalent" of its allowed
secured claim or (iii) the property securing the claim is sold free and
clear of liens with such liens to attach to the proceeds of the sale and
the treatment of such liens on proceeds to be as provided in clause (i)
or (ii) of this paragraph.

- Unsecured Claims. Either (i) each holder of an impaired unsecured claim
receives or retains under the plan property of a value, as of the
effective date of the plan, equal to the amount of its allowed claims or
(ii) the holders of claims and interests that are junior to the claims of
the dissenting class will not receive or retain any property under the
plan, subject to the applicability of the "new value" exception.

- Equity Interests. Either (i) each equity interest holder receives or
retains under the plan property of a value, as of the effective date of
the plan, equal to the greater of (a) the fixed liquidation preference or
fixed redemption price, if any, of such stock or (b) the value of the
stock, or (ii) the holders of interests that are junior to the stock will
not receive or retain any property under the plan on account of such
interests.

To the extent necessary, the Debtors will request confirmation of the Plan, as
the Plan may be modified from time to time, under section 1129(b) of the
Bankruptcy Code.

P. CONDITIONS PRECEDENT; WAIVER

1. CONDITIONS TO CONFIRMATION

The Confirmation of the Plan is subject to the satisfaction or due waiver
of the following conditions precedent:

a. The proposed Confirmation Order shall be in form and substance
reasonably acceptable to the Debtors, the Senior Lenders, the Noteholders'
Committee, and Hicks Muse.

b. The Exit Facility commitment and the Commitment Agreements shall be
in full force and effect and shall not have expired or otherwise
terminated.

2. CONDITIONS TO EFFECTIVE DATE

The following are conditions precedent to the occurrence of the Effective
Date, each of which must be satisfied or waived in accordance with the Plan.

a. The Confirmation Order shall have been entered by the Bankruptcy
Court and that order must provide, among other things, that:

- the Debtors and Reorganized Debtors are authorized and directed to
take all actions necessary or appropriate to enter into, implement,
and consummate the contracts, instruments, releases, leases,
indentures, and other agreements or documents created in connection
with the Plan;

- the provisions of the Confirmation Order are non-severable and
mutually dependent;

- all executory contracts or unexpired leases assumed or assumed and
assigned by the Debtors during the Chapter 11 Cases or under the Plan
shall remain in full force and effect for the benefit of the
Reorganized Debtors or their assignees notwithstanding any provision
in such contract or lease (including those described in sections
365(b)(2) and (f) of the Bankruptcy Code) that

prohibits such assignment or transfer or that enables, permits, or
requires termination of such contract or lease;

- the transfers of property by the Debtors (i) to the Reorganized
Debtors (A) are or will be legal, valid, and effective transfers of
property, (B) vest or will vest the Reorganized Debtors with good
title to such property free and clear of all liens, charges, Claims,
encumbrances, or Equity Interests, except as expressly provided in the
Plan or Confirmation Order, (C) do not and will not constitute
avoidable transfers under the Bankruptcy Code or under applicable
bankruptcy or nonbankruptcy law, and (D) do not and will not subject
the Reorganized Debtors to any liability by reason of such transfer
under the Bankruptcy Code or under applicable nonbankruptcy law,
including any laws affecting successor, transferee or stamp or
recording tax liability and (ii) to holders of Claims or Equity
Interests under the Plan are for good consideration and value;

- except as expressly provided in the Plan (or any order of the
Bankruptcy Court), upon the effectiveness of all transactions incident
to and part of the Plan, the Debtors are discharged effective upon the
Confirmation Date from any "debt" (as that term is defined in section
101(12) of the Bankruptcy Code), and the Debtors' liability in respect
thereof is extinguished completely, whether reduced to judgment or
not, liquidated or unliquidated, contingent or noncontingent, asserted
or unasserted, fixed or unfixed, matured or unmatured, disputed or
undisputed, legal or equitable, or known or unknown, or that arose
from any agreement of the Debtors that has either been assumed or
rejected in the Chapter 11 Cases or pursuant to the Plan, or
obligation of the Debtors incurred before the Confirmation Date, or
from any conduct of the Debtors prior to the Confirmation Date, or
that otherwise arose before the Confirmation Date, including all
interest, if any, on any such debts, whether such interest accrued
before or after the Petition Date;

- all Existing Group Preferred Stock, Existing Group Common Stock, and
Existing Other Equity Interests in Group shall be cancelled effective
upon the Effective Date;

- the New Securities issued under the Plan are exempt from registration
under the Securities Act pursuant to section 1145 of the Bankruptcy
Code, except to the extent that any holders of New Securities are
"underwriters," as that term is defined in section 1145 of the
Bankruptcy Code; and

- The Debtors and the members of the Creditor Group have acted in good
faith with respect to the formulation, Solicitation, and Confirmation
of the Plan, pursuant to section 1125(e) of the Bankruptcy Code.

b. All authorizations, consents, and regulatory approvals required, if
any, in connection with the consummation of the Plan shall have been
obtained.

c. The New Senior Credit Agreement shall have been executed by all
necessary parties thereto and prior to, or simultaneously with, the
effectiveness of the Plan, all conditions precedent thereto shall have been
satisfied or waived such that it shall have become effective.

d. The Debtors shall have executed and delivered all documents
necessary to effectuate the issuance of the New Securities.

e. All other actions, documents, and agreements necessary to implement
the Plan shall have been effected or executed, including the consummation
of the Commitment Agreements.

f. No stay of the Confirmation Order and/or consummation of the Plan
is in effect.

g. The aggregate amount of Allowed Claims and Disputed Claims
classified in Class 6B-Viasystems General Unsecured Claims shall not exceed
$7.5 million.

h. The Lockup Agreement shall not have been terminated.

i. All definitive documentation relating to the Plan and the
transactions contemplated thereby shall be consistent in all material
respects with the Lockup Agreement and the definitive documentation
relating to the classes of Preferred Stock, the New Warrants, the
Stockholders Agreement, the New

Subordinated Notes, the Incentive Option Plan, the New Senior Credit
Agreement, the DIP Facility, the Reorganized Group Certificate of
Incorporation and all other documents material to the consummation of the
transactions contemplated under the Plan shall be in form and substance
reasonably acceptable to each of the Senior Lenders, the Noteholders'
Committee, and Hicks Muse.

3. WAIVER OF CONDITIONS

Each of the conditions set forth in Section IV.P.2, other than as set forth
in subsection (c), (e) or (f) thereof, may be waived in whole or in part by the
Debtors, with the consent of the Senior Lenders, the Noteholders' Committee, and
Hicks Muse (which consent shall not be unreasonably withheld), without any
notice to other parties in interest or the Bankruptcy Court and without a
hearing. The conditions set forth in Section IV.P.1 above may not be waived
without the consent of the Senior Lenders, the Noteholders' Committee, and Hicks
Muse (which consent shall not be unreasonably withheld). The failure to satisfy
or waive any condition to Confirmation or the Effective Date may be asserted by
the Debtors regardless of the circumstances giving rise to the failure of such
condition to be satisfied (including any action or inaction by the Debtors). The
failure of the Debtors to exercise any of the foregoing rights will not be
deemed a waiver of any other rights, and each such right will be deemed an
ongoing right that may be asserted at any time.

Q. MODIFICATIONS AND AMENDMENTS; WITHDRAWAL

The Debtors may alter, amend, or modify the Plan or any exhibits thereto
under section 1127(a) of the Bankruptcy Code at any time prior to the
Confirmation Date, with the consent of the Senior Lenders, the Noteholders'
Committee, and Hicks Muse (which consent shall not be unreasonably withheld).
The Debtors reserve the right to include any amended exhibits in the Plan
Supplement, whereupon each such amended exhibit will be deemed substituted for
the original of such exhibit. After the Confirmation Date the Debtors or
Reorganized Debtors may, under section 1127(b) of the Bankruptcy Code, institute
proceedings in the Bankruptcy Court to remedy any defect or omission or
reconcile any inconsistencies in the Plan, the Disclosure Statement, and the
Confirmation Order, and to accomplish such matters as may be necessary to carry
out the purposes and extent of the Plan so long as such proceedings do not
materially and adversely affect the treatment of holders of Claims or Equity
Interests under the Plan.

R. RETENTION OF JURISDICTION

Under sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding
the Plan's Confirmation and the occurrence of the Effective Date, the Bankruptcy
Court will retain exclusive jurisdiction (except with respect to the purposes
described under clauses (i) and (xiv) below, with respect to which jurisdiction
will not be exclusive) over all matters arising out of or related to the Chapter
11 Cases and the Plan, to the fullest extent permitted by law, including
jurisdiction to:

(i) determine any and all objections to the allowance of Claims or
Equity Interests;

(ii) determine any and all motions to estimate Claims at any time,
regardless of whether the Claim to be estimated is the subject of a pending
objection, a pending appeal, or otherwise;

(iii) determine any and all motions to subordinate Claims or Equity
Interests at any time and on any basis permitted by applicable law;

(iv) hear and determine all Professional Fee Claims and other
Administrative Claims;

(v) hear and determine all matters with respect to the assumption or
rejection of any executory contract or unexpired lease to which a Debtor is
a party or with respect to which a Debtor may be liable, including, if
necessary, the nature or amount of any required Cure or the liquidation of
any Claims arising therefrom;

(vi) hear and determine any and all adversary proceedings, motions,
applications, and contested or litigated matters arising out of, under, or
related to, the Chapter 11 Cases;

(vii) enter such orders as may be necessary or appropriate in aid of
the consummation of the Plan and to execute, implement, or consummate the
provisions of the Plan and all contracts, instruments, releases, and other
agreements or documents created in connection with the Plan, the Disclosure
Statement or the Confirmation Order;

(viii) hear and determine disputes arising in connection with the
interpretation, implementation, consummation, or enforcement of the Plan
and all contracts, instruments, and other agreements executed in connection
with the Plan;

(ix) hear and determine any request to modify the Plan or to cure any
defect or omission or reconcile any inconsistency in the Plan or any order
of the Bankruptcy Court;

(x) issue and enforce injunctions or other orders, or take any other
action that may be necessary or appropriate to restrain any interference
with or compel action for the implementation, consummation, or enforcement
of the Plan or the Confirmation Order;

(xi) enter and implement such orders as may be necessary or
appropriate if the Confirmation Order is for any reason reversed, stayed,
revoked, modified, or vacated;

(xii) hear and determine any matters arising in connection with or
relating to the Plan, the Confirmation Order or any contract, instrument,
release, or other agreement or document created in connection with the
Plan, the Disclosure Statement or the Confirmation Order;

(xiii) enforce all orders, judgments, injunctions, releases,
exculpations, indemnifications and rulings entered in connection with the
Chapter 11 Cases;

(xiv) recover all assets of the Debtors and property of the Debtors'
Estates, wherever located;

(xv) hear and determine matters concerning state, local, and federal
taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy
Code;

(xvi) hear and determine all disputes involving the existence, nature,
or scope of the Debtors' discharge;

(xvii) hear and determine such other matters as may be provided in the
Confirmation Order or as may be authorized under, or not inconsistent with,
provisions of the Bankruptcy Code; and

(xviii) enter a final decree closing the Chapter 11 Cases.

S. COMPROMISES AND SETTLEMENTS

Pursuant to Federal Rule of Bankruptcy Procedure 9019(a), the Debtors may
compromise and settle various Claims against them and/or claims they may have
against other Persons. Each of the Debtors expressly reserves the right (with
Bankruptcy Court approval, following appropriate notice and opportunity for a
hearing) to compromise and settle Claims against it and claims that it may have
against other Persons up to and including the Effective Date. After the
Effective Date, such right will transfer to the Reorganized Debtors pursuant to
the Plan and Bankruptcy Court approval of such action will not be required.

T. MISCELLANEOUS PROVISIONS

1. BAR DATES FOR CERTAIN CLAIMS

a. Administrative Claims

The Confirmation Order will establish an Administrative Claims Bar Date for
the filing of all Administrative Claims (other than Professional Fee Claims or
Claims for the expenses of the members of any Committee (if appointed)), which
date will be 60 days after the Confirmation Date. Holders of asserted
Administrative Claims, other than Professional Fee Claims or Claims for United
States Trustee fees or the expenses of the members of any Committee (if
appointed), not paid and not arising out of transactions in the ordinary course
of business prior to the Confirmation Date must submit proofs of Administrative
Claim on or

before such Administrative Claims Bar Date or forever be barred from doing so.
The notice of Confirmation to be delivered pursuant to Federal Rules of
Bankruptcy Procedure 3020(c) and 2002(f) will set forth such date and constitute
notice of this Administrative Claims Bar Date. The Debtors or Reorganized
Debtors, as the case may be, will have 60 days (or such longer period as may be
allowed by order of the Bankruptcy Court) following the Administrative Claims
Bar Date to review and object to such Administrative Claims before a hearing for
determination of allowance of such Administrative Claim.

b. Professional Fee Claims

Notwithstanding the foregoing, the reasonable fees and expenses incurred on
or after the Petition Date by Stroock & Stroock & Lavan LLP, as counsel to the
Noteholders' Committee, Jefferies & Company, Inc., as financial advisors to the
Noteholders' Committee, Vinson & Elkins L.L.P., as counsel to Hicks Muse, and
any other professionals retained by the Noteholders' Committee or Hicks Muse
respectively, including local counsel, pursuant to their respective agreements
entered into with the Debtors or Reorganized Debtors prior to, on, or subsequent
to the Petition Date, shall be paid by the Debtors or the Reorganized Debtors as
Administrative Claims in the ordinary course of the Debtors' businesses, without
application by or on behalf of any such parties to the Bankruptcy Court, and
without notice and a hearing, unless specifically required by the Bankruptcy
Court. If the Debtors or the Reorganized Debtors and any such Professional
cannot agree on the amount of fees and expenses to be paid to such party, the
amount of fees and expenses shall be determined by the Bankruptcy Court.

2. PAYMENT OF STATUTORY FEES

All fees payable under section 1930 of title 28 of the United States Code,
as determined by the Bankruptcy Court at the Confirmation Hearing, will be paid
on or before the Effective Date. All such fees that arise after the Effective
Date but before the closing of the Chapter 11 Cases will be paid by the
Reorganized Debtors.

3. SEVERABILITY OF PLAN PROVISIONS

If, prior to Confirmation, any term or provision of the Plan is held by the
Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, at
the request of the Debtors, will have the power to alter and interpret such term
or provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void, or unenforceable, and such term or provision will then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration, or interpretation, the remainder of the terms and provisions of the
Plan will remain in full force and effect and will in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The
Confirmation Order will constitute a judicial determination and will provide
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.

4. SUCCESSORS AND ASSIGNS

The rights, benefits and obligations of all Persons named or referred to in
the Plan will be binding on, and will inure to the benefit of, their respective
heirs, executors, administrators, personal representatives, successors or
assigns.

5. DISCHARGE OF THE DEBTORS AND INJUNCTION

All consideration distributed under the Plan will be in exchange for, and
in complete satisfaction, settlement, discharge, and release of, all Claims
against and Equity Interests in the Debtors of any nature whatsoever or against
any of the Debtors' assets or properties. Except as otherwise expressly provided
in the Plan, entry of the Confirmation Order (subject to the occurrence of the
Effective Date) will act as a discharge of all Claims against and debt of, liens
on, and Equity Interests in each of the Debtors, the Debtors' assets, and their
properties, arising at any time prior to the entry of the Confirmation Order,
regardless of whether a proof of Claim or proof of Equity Interest therefor was
filed, whether the Claim or Equity Interest is Allowed, or whether the holder
thereof votes to accept the Plan or is entitled to receive a distribution
thereunder, subject to the occurrence of the Effective Date. Upon entry of the
Confirmation Order, and subject to the occurrence of the Effective Date, any
holder of such discharged Claim or Equity Interest will be precluded from
asserting against the Debtors or any of their assets or properties any other or
further Claim or Equity Interest based upon any document, instrument, act,
omission, transaction, or other activity of any kind or nature whatsoever that
occurred before the date of entry of the Confirmation Order, except as otherwise
expressly provided by the Plan. The Confirmation Order will be a judicial
determination of discharge of all liabilities of the Debtors, subject to the
occurrence of the Effective Date.

In accordance with section 524 of the Bankruptcy Code, the discharge
described in this section and section 1141 of the Bankruptcy Code will act as an
injunction against the commencement or continuation of any action, employment of
process, or act to collect, offset, or recover the Claims and Equity Interest
discharged under the Plan. Except as otherwise expressly provided in the Plan or
the Confirmation Order, all Persons who have held, hold, or may hold Claims
against, or Equity Interests in, the Debtors will be permanently enjoined, on
and after the Effective Date, from (i) commencing or continuing in any manner
any action or other proceeding of any kind with respect to any such Claim or
Equity Interest, (ii) the enforcement, attachment, collection, or recovery by
any manner or means of any judgment, award, decree, or order against the Debtors
on account of any such Claim or Equity Interest, (iii) creating, perfecting, or
enforcing any encumbrance of any kind against the Debtors or against the
property or interests in property of the Debtors on account of any such Claim or
Equity Interest, and (iv) asserting any right of setoff, subrogation, or
recoupment of any kind against any obligation due from the Debtors or against
the property or interests in property of the Debtors on account of any such
Claim or Equity Interest. The foregoing injunction will extend to successors of
the Debtors (including the Reorganized Debtors) and their respective properties
and interests in property.

6. DEBTORS' RELEASES

On the Effective Date, effective as of the Confirmation Date, the Debtors
will release and be permanently enjoined from any prosecution or attempted
prosecution of any and all causes of action which they have or may have against
any present or former director, officer, or employee of the Debtors; provided,
however, that the foregoing will not operate as a waiver of or release from any
causes of action arising out of (i) any express contractual obligation owing by
any such director, officer, or employee of the Debtors or (ii) the willful
misconduct or gross negligence of such director, officer, or employee in
connection with, related to, or arising out of the Chapter 11 Cases, the pursuit
of Confirmation of the Plan, the consummation of the Plan, the administration of
the Plan, or the property to be distributed under the Plan.

On the Effective Date, effective as of the Confirmation Date, the Debtors
will release and be permanently enjoined from any prosecution or attempted
prosecution of any and all claims and causes of action, including any claims or
causes of action under Chapter 5 of the Bankruptcy Code, which they have or may
have against any member of the Creditor Group and its respective members,
officers, directors, agents, financial advisors,

attorneys, employees, equity holders, partners, affiliates and representatives
and their respective property in connection with (i) actions taken as or in its
capacity of being a member of the Creditor Group and (ii) the Chapter 11 Cases.

7. OTHER RELEASES

On the Effective Date, effective as of the Confirmation Date, and except as
otherwise provided in the Plan or in the Confirmation Order, the Debtors, the
Reorganized Debtors, each member of the Creditor Group, and the indenture
trustee, and each of their respective members, officers, directors, agents,
financial advisors, attorneys, employees, equity holders, partners, affiliates
and representatives and their respective property will be released from any and
all claims, obligations, rights, causes of action, and liabilities which the
Debtors, or the Reorganized Debtors, may be entitled to assert, whether for
tort, fraud, contract, violations of federal or state securities laws, or
otherwise, whether known or unknown, foreseen or unforeseen, existing or
thereafter arising, based in whole or in part upon any, act or omission,
transaction, or other occurrence taking place on or before the Confirmation
Date, in any way relating to the Chapter 11 Cases or the Plan; provided,
however, that nothing will release any Person from any claims, obligations,
rights, causes of action, or liabilities based upon any act or omission in
connection with, relating to, or arising out of, the Chapter 11 Cases, the
Solicitation of acceptances of the Plan, the pursuit of Confirmation of the
Plan, the consummation of the Plan, the administration of the Plan, or the
property to be distributed under the Plan arising out of such Person's gross
negligence or willful misconduct.

8. EXCULPATION AND LIMITATION OF LIABILITY

The Reorganized Debtors, the members of the Creditor Group, and any and all
of their respective present or former members, officers, directors, employees,
equity holders, partners, affiliates, advisors, attorneys, or agents, or any of
their successors or assigns, will not have or incur any liability to any holder
of a Claim or an Equity Interest, or any other party-in-interest, or any of
their respective agents, employees, equity holders, partners, members,
representatives, financial advisors, attorneys, or affiliates, or any of their
successors or assigns, for any act or omission in connection with, relating to,
or arising out of the administration of the Chapter 11 Cases, the Solicitation
of acceptances of the Plan, the pursuit of Confirmation of the Plan, the
consummation of the Plan, or the administration of the Plan or the property to
be distributed under the Plan, except for their willful misconduct or gross
negligence, and in all respects will be entitled to reasonably rely upon the
advice of counsel with respect to their duties and responsibilities under the
Plan.

Notwithstanding any other provision of the Plan, no holder of a Claim or
Equity Interest, no other party-in-interest, none of their respective agents,
employees, equity holders, partners, members, representatives, financial
advisors, attorneys, or affiliates, and no successors or assigns of the
foregoing, will have any right of action against the Reorganized Debtors, the
Estates, any Committee, the members of the Creditor Group, any holder of
Eligible Claims, or any of their respective present or former members, officers,
directors, employees, equity holders, partners, or affiliates, or any of their
successors or assigns, for any act or omission in connection with, relating to,
or arising out of, the administration of the Chapter 11 Cases, the Solicitation
of acceptances of the Plan, the pursuit of Confirmation of the Plan, the
consummation of the Plan, or the administration of the Plan or the property to
be distributed under the Plan, except for their willful misconduct or gross
negligence.

9. WAIVER OF ENFORCEMENT OF SUBORDINATION

All Claims against and Equity Interests in the Debtors and all rights and
claims between or among holders of Claims and Equity Interests relating in any
manner whatsoever to Claims against and Equity Interests in the Debtors, based
upon any claimed subordination rights (if any), will be deemed satisfied by the
distributions under the Plan to holders of Claims and Equity Interests having
such subordination rights, and such subordination rights will be deemed waived,
released, discharged, and terminated as of the Effective Date. Distributions to
the various Classes of Claims and Equity Interests under the Plan will not be
subject to levy, garnishment, attachment, or like legal process by any holder of
a Claim by reason of any claimed

subordination rights or otherwise, so that each holder of a Claim or Equity
Interest will have, receive and retain the benefit of the distributions in the
manner set forth in the Plan.

10. TERM OF INJUNCTIONS OR STAYS

Unless otherwise provided in the Plan or in the Confirmation Order, all
injunctions or stays in effect in the Chapter 11 Cases under sections 105 or 362
of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the
Confirmation Date (excluding any injunctions or stays contained in the Plan or
the Confirmation Order), will remain in full force and effect until the
Effective Date. All injunctions or stays contained in the Plan or the
Confirmation Order will remain in full force and effect in accordance with their
terms.

11. BINDING EFFECT

The Plan will be binding upon and inure to the benefit of the Debtors, all
present and former holders of Claims against and Equity Interests in the
Debtors, their respective successors and assigns, including the Reorganized
Debtors, and all other parties-in-interest in the Chapter 11 Cases.

12. REVOCATION, WITHDRAWAL, OR NON-CONSUMMATION

The Debtors reserve the right to revoke or withdraw the Plan at any time
prior to the Confirmation Date and to file other plans of reorganization. If the
Debtors revoke or withdraw the Plan, or if Confirmation or consummation of the
Plan does not occur, then (i) the Plan will be null and void in all respects,
(ii) any settlement or compromise embodied in the Plan (including the fixing or
limiting to an amount any Claim or Class of Claims), assumption or rejection of
executory contracts or leases effected by the Plan, and any document or
agreement executed pursuant to the Plan will be deemed null and void, and (iii)
nothing contained in the Plan, and no acts taken in preparation for consummation
of the Plan, will (a) constitute or be deemed to constitute a waiver or release
of any Claims by or against, or any Equity Interests in, the Debtors or any
other Person, (b) prejudice in any manner the rights of the Debtors or any
Person in any further proceedings involving the Debtors, or (c) constitute an
admission of any sort by the Debtors or any other Person.

13. COMMITTEES

On the Effective Date, the duties of any Committee will terminate.

14. PLAN SUPPLEMENT

Any and all exhibits, lists, or schedules referred to in the Plan but not
filed with the Plan will be contained in the Plan Supplement and filed with the
Clerk of the Bankruptcy Court at least five Business Days prior to the date of
the commencement of the Confirmation Hearing. Thereafter, any Person may examine
the Plan Supplement in the office of the Clerk of the Bankruptcy Court during
normal court hours. Holders of Claims against or Equity Interests in the Debtors
may obtain a copy of the Plan Supplement upon written request to the Debtors in
accordance with Section IV.T.15 -- "SUMMARY OF THE PLAN -- MISCELLANEOUS
PROVISIONS -- NOTICES TO DEBTORS."

15. NOTICES TO DEBTORS

Any notice, request, or demand required or permitted to be made or provided
to or upon a Debtor or a Reorganized Debtor under the Plan will be (i) in
writing, (ii) served by (a) certified mail, return receipt requested, (b) hand
delivery, (c) overnight delivery service, (d) first class mail, or (e) facsimile
transmission, and (iii) deemed to have been duly given or made when actually
delivered or, in the case of notice by facsimile transmission, when received and
telephonically confirmed, addressed as follows:

VIASYSTEMS GROUP, INC.
VIASYSTEMS, INC.
101 South Hanley Road
St. Louis, Missouri 63105
Attn: David J. Webster
Telephone: (314) 746-2280
Facsimile: (314) 746-2299

with a copy to:

WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Attn: Alan B. Miller
Telephone: (212) 310-8000
Facsimile: (212) 310-8007

16. INDEMNIFICATION OBLIGATIONS

Except as otherwise specifically set forth in the Plan, any obligations or
rights of the Debtors or Reorganized Debtors to defend, indemnify, reimburse, or
limit the liability of the Debtors' present and former directors, officers or
employees (the "Covered Persons") pursuant to the Debtors' or Reorganized
Debtors' certificates of incorporation, bylaws, policy of providing employee
indemnification, applicable state law, or specific agreement in respect of any
claims, demands, suits, causes of action, or proceedings against such Covered
Persons based upon any act or omission related to such Covered Persons' service
with, for, or on behalf of the Debtors prior to the Effective Date will be
deemed executory contracts assumed under the Plan and will, in any event,
survive Confirmation of the Plan and remain unaffected thereby, and will not be
discharged, irrespective of whether such defense, indemnification,
reimbursement, or limitation of liability accrued or is owed in connection with
an occurrence before or after the Petition Date.

17. GOVERNING LAW

Unless a rule of law or procedure is supplied by federal law (including the
Bankruptcy Code and Bankruptcy Rules), the laws of (i) the State of New York
will govern the construction and implementation of the Plan and any agreements,
documents, and instruments executed in connection with the Plan and (ii) the
laws of the state of incorporation of each Debtor will govern corporate
governance matters with respect to such Debtor, in either case without giving
effect to the principles of conflicts of law thereof.

18. PREPAYMENT

Except as otherwise provided in the Plan or the Confirmation Order, the
Debtors will have the right to prepay, without penalty, all or any portion of an
Allowed Claim at any time; provided, however, that any such prepayment will not
be violative of, or otherwise prejudice, the relative priorities and parities
among the Classes of Claims.

19. SECTION 1125(E) OF THE BANKRUPTCY CODE

As of the Confirmation Date, the Debtors and the members of the Creditor
Group will be deemed to have solicited acceptances of the Plan in good faith and
in compliance with the applicable provisions of the
43

Bankruptcy Code. As of the Confirmation Date, the Debtors, the members of the
Creditor Group, and each of their respective affiliates, agents, directors,
officers, employees, investment bankers, financial advisors, attorneys, and
other professionals will be deemed to have participated in good faith and in
compliance with the applicable provisions of the Bankruptcy Code in the offer
and issuance of the New Securities under the Plan, and therefore are not, and on
account of such offer, issuance and solicitation will not be, liable at any time
for the violation of any applicable law, rule or regulation governing the
Solicitation of acceptances or rejections of the Plan or the offer and issuance
of New Securities under the Plan.

V. ANTICIPATED EVENTS DURING THE CHAPTER 11 CASES

A. COMMENCEMENT OF THE CHAPTER 11 CASES

If Group receives the Requisite Acceptances in response to the
Solicitation, the Debtors intend to promptly commence the Chapter 11 Cases. From
and after the Petition Date, the Debtors will continue to operate their
businesses and manage their properties as debtors-in-possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code.

The Debtors do not expect the Chapter 11 Cases to be protracted. To
expedite their emergence from Chapter 11, the Debtors intend to seek, among
other things, the relief detailed below from the Bankruptcy Court on the
Petition Date. If granted, this relief will facilitate the administration of the
Chapter 11 Cases. There can be no assurance, however, that the Bankruptcy Court
will grant the requested relief. Bankruptcy courts customarily provide various
other forms of administrative and other relief in the early stages of Chapter 11
cases. The Debtors intend to seek all necessary and appropriate relief from the
Bankruptcy Court in order to facilitate their reorganization goals, including
the matters described below.

1. SCHEDULES AND STATEMENT OF FINANCIAL AFFAIRS

Section 521 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure
1007 direct that, unless otherwise ordered by the court, the Debtors must
prepare and file Schedules of claims, executory contracts and unexpired leases
and related information and a statement of financial affairs within 15 Business
Days of the commencement of their Chapter 11 Cases. The purpose of this
requirement is to provide the Debtors' creditors, equity security holders and
other interested parties with sufficient information to make informed decisions
with respect to the Debtors' reorganization.

2. APPROVAL OF PREPETITION SOLICITATION AND SCHEDULING OF CONFIRMATION
HEARING

To facilitate the prompt Confirmation and consummation of the Plan, the
Debtors intend to seek an order scheduling a hearing to (i) approve the
prepetition Solicitation procedures, including this Disclosure Statement, and
(ii) confirm the Plan, for a date immediately following the end of the
applicable notice period therefor, or as soon thereafter as the Bankruptcy
Court's calendar permits.

3. CASH MANAGEMENT SYSTEM

Because the Debtors expect the entire Chapter 11 Cases to last for less
than three months, and because of the administrative hardship that any operating
changes would impose on the Debtors, the Debtors intend to seek Bankruptcy Court
authority to continue using their existing cash management system, bank accounts
and business forms. Absent the Bankruptcy Court's authorization of the continued
use of the cash management system, the Debtors' cash flow could be severely
impeded, to the detriment of the Debtors' estates and creditors.

Continued use of the existing cash management system will facilitate the
Debtors' smooth and orderly transition into Chapter 11, minimize the disruption
to their businesses while in Chapter 11, and expedite their emergence from
Chapter 11. Requiring the Debtors to adopt and implement a new cash management
system would likely increase the costs of the Chapter 11 Cases, primarily as a
result of the significant time and expense associated with the transition to a
new cash management system. For the same reasons, requiring the

Debtors to cancel their existing bank accounts and establish new accounts or
requiring it to create new business forms would only frustrate the Debtors'
efforts to reorganize expeditiously.

4. RETENTION OF PROFESSIONALS

The Debtors intend to seek Bankruptcy Court authority to retain and employ
certain Professionals to represent them and assist them in connection with the
Chapter 11 Cases. Some of these Professionals have been intimately involved with
the negotiation and development of the Plan and include: (i) Weil, Gotshal &
Manges LLP, as counsel for the Debtors, (ii) Rothschild Inc., as financial
advisor to the Debtors; (iii) PricewaterhouseCoopers LLP, as accountants to the
Debtors; and (iv) Innisfree M&A Incorporated, as Solicitation Agent for the
Debtors. The Debtors may also seek authority to retain certain professionals to
assist with the operations of their businesses in the ordinary course. These
so-called "ordinary course professionals" will not be involved in the
administration of the Chapter 11 Cases.

5. JOINT ADMINISTRATION

The Debtors will seek authority to consolidate all filings under a single
case name, in a single docket, for administrative purposes that would result if
the Bankruptcy Court maintained entirely separate dockets for each of the cases
and will reduce costs for parties making filings with the Bankruptcy Court.

B. DEBTOR IN POSSESSION FINANCING

Pursuant to the Lockup Agreement, Viasystems has received commitments from
certain lenders led by JPMorgan Chase Bank with respect to the DIP Facility to
fund its working capital needs during the pendency of the Chapter 11 Cases. The
Lockup Agreement outlines only the key terms of the DIP Facility. Consequently,
the final agreement for the DIP Facility remains subject to negotiation. In
addition, the Bankruptcy Court must approve the final agreement. The following
description outlines the key terms of the DIP Facility.

1. STRUCTURE

The DIP Facility will provide Viasystems, as borrower, a revolving credit
facility of up to $37.5 million. A fixed percentage of eligible domestic
accounts receivable and eligible domestic inventory will set the maximum amount
of Viasystems' advances at any given time under the DIP Facility. The fixed
percentage remains subject to negotiation. Viasystems may use up to $10.0
million of the DIP Facility for letters of credit. Upon the consummation of the
Plan, any letters of credit outstanding under the DIP Facility shall be deemed
outstanding under the Exit Facility.

2. INTEREST RATES AND FEES

Viasystems may choose to pay interest on advances under the DIP Facility at
either the Eurodollar Rate plus 3.50% per annum or the Base Rate plus 2.50% per
annum. The default rate is 2.00% above the rate otherwise applicable. In
addition, any interest, fees and other amounts that are overdue under the DIP
Facility bear interest at 4.50% above the Base Rate. Viasystems must pay a
commitment fee of 0.50% per annum on the average daily unused portion of the DIP
Facility and an upfront fee of 2.0% of the aggregate DIP Facility commitments.

In addition, Viasystems will pay an advisory fee of $250,000, a
documentation agent's fee of $166,000, and an annual administration fee of
$50,000 in respect of the DIP Facility.

3. SECURITY AND GUARANTEES

Group and all of its Subsidiaries formed under the laws of any state in the
United States will jointly and severally guarantee Viasystems' obligations under
the DIP Facility. The collateral for the DIP Facility will be the same
collateral as under the Existing Credit Agreement: all or substantially all of
the assets of Group, Viasystems and each guarantor. Subject to legal
restrictions and practical considerations, Viasystems also will

cause to be pledged the stock and assets of certain foreign Subsidiaries. The
liens and guarantees in respect of the DIP Facility will prime, and be senior
to, the liens and guarantees in respect of the Existing Credit Agreement.

4. USE OF CASH COLLATERAL

The DIP Facility will not be available for use by Viasystems unless the
Bankruptcy Court authorizes the use of proceeds of prepetition collateral that
constitutes "cash collateral" (within the meaning of the Bankruptcy Code) in
respect of the liens under the Existing Credit Agreement.

5. COVENANTS

The DIP Facility will require Viasystems to observe certain conditions,
affirmative covenants and negative covenants (including financial covenants)
which are similar in type to those found in the Existing Credit Agreement but
will be made more restrictive in various respects. Additional covenants include
the following: (i) minimum EBITDA covenant tested monthly on a 3-month trailing
basis (minimum level is subject to negotiation); (ii) limitations on capital
expenditures; (iii) restrictions on material amendments to the Plan; (iv)
standard reporting requirements for debtor-in-possession facilities, including
the submission of 13-week cash flow forecasts (updated monthly) with weekly
reporting of actual versus projected cash flow; and (v) notice of the amount and
timing of any proposed stay bonuses or other cash retention payments for
managers and executives of Viasystems (including market comparables in respect
of such bonuses and payments).

6. MATURITY AND AMORTIZATION

The DIP Facility will cease to be available on the earlier of one year
after the filing of the Chapter 11 Cases or the Effective Date. In addition, in
the event that the Final Order is not entered within 30 days after the entry of
the interim order approving the DIP Facility, the DIP Facility will terminate.

7. ADEQUATE PROTECTION

The Senior Lenders will receive adequate protection in the form of (i)
current interest payments at the applicable non-default interest rate under the
Existing Credit Agreement, (ii) a super-priority claim and an adequate
protection lien on the assets of the Debtors, immediately junior in rank to the
DIP Facility, and (iii) payment on a current basis of all fees and expenses of
the Senior Lenders to the extent payable under the Existing Credit Agreement.

C. DTI GUARANTY CLAIM

1. PROCEEDINGS

On October 3, 2000, Viasystems issued a letter of guarantee to the
Department of Trade and Industry for the United Kingdom (the "DTI"), as amended
by the letter from Viasystems to the DTI dated August 16, 2001, and as further
amended by the Settlement Agreement dated January 31, 2002 between Viasystems,
European PCB Group (Cayman Islands) Ltd. ("European PCB Group"), and the DTI
(collectively, the "DTI Guaranty") in respect of certain liabilities of
Viasystems Tyneside Limited, formerly an indirect subsidiary of Viasystems,
pursuant to a loan agreement between Viasystems Tyneside Limited and the DTI
dated December 11, 1997. The loan agreement is secured by land and a building in
North Tyneside, United Kingdom, which has an appraised value in excess of the
liabilities subject of the DTI Guaranty. Under the DTI Guaranty, Viasystems and
European PCB Group agreed to pay an aggregate of L12 million over a period
commencing January 31, 2002 through December 31, 2003. Currently, an aggregate
of L9 million remains outstanding under the DTI Guaranty. European PCB Group has
agreed to indemnify Viasystems in the event Viasystems is required to make any
such payments.

Viasystems Tyneside Limited is currently in administrative receivership
under the laws of the United Kingdom. Viasystems believes that the proceeds
realized from the proceedings involving Viasystems Tyneside

Limited and anticipated payments to the DTI by European PCB Group together with
the proceeds from the sale of the land and building in North Tyneside that will
be available to the DTI will be sufficient to satisfy, in full, all the
obligations owing under the DTI Guaranty to the DTI and, consequently,
Viasystems believes it will have no remaining obligations under the DTI
Guaranty. Accordingly, Viasystems intends to commence a proceeding in the
Bankruptcy Court to estimate the DTI Guaranty Claim at no value. Due to the
inherent uncertainty of litigation, however, the result of any such proceeding
and the ultimate Allowed DTI Guaranty Claim cannot be predicted.

2. EFFECT ON NEW SECURITIES

For purposes of this Disclosure Statement, certain information regarding
the New Securities is presented on the basis of the relative effects of the
Allowed portion of the DTI Guaranty Claim equaling the maximum potential amount
of such Claim (estimated at $13.5 million) and the relative effects of the
entire DTI Guaranty Claim being Disallowed or otherwise not being entitled to
receive a distribution under the Plan. The methodology for determining the
actual effect of the DTI Guaranty Claim on the New Securities is set forth
below.

The determination of the number of shares and purchase price of New Common
Stock and New Senior Convertible Preferred Stock and the exercise price of the
New Warrants and Tranche A New Options will be based upon the following facts
and assumptions:

- the Allowed DTI Guaranty Claim amount will be established by agreement or
through the estimation process (the "DTI Amount");

- each share of New Senior Convertible Preferred Stock is initially
convertible into one share of New Common Stock;

- the aggregate number of shares of New Common Stock and New Senior
Convertible Preferred Stock to be issued under the Plan (including the
Rights Offering and Hicks Muse Exchange) will total 25 million shares
(the "Total Common Shares");

- the aggregate value of the Total Common Shares equals $330.5 million less
the DTI Amount (the "Initial Common Equity Value");

- the initial share price of the New Common Stock equals the Initial Common
Equity Value divided by the Total Common Shares (the "Initial Common
Share Price"); and

- the holders of Senior Note Claims will receive 1,584,344 shares of the
New Common Stock ("Senior Note Common Shares").

Based on the facts and assumptions set forth above, the actual number of
shares of New Common Stock and New Senior Convertible Preferred Stock to be
issued with respect to the DTI Guaranty Claim, the Rights Offering, the Hicks
Muse Exchange, and the Subordinated Note Claims can be determined as follows:

- the number of shares of New Common Stock to be issued to the holder of
the DTI Guaranty Claim (the "DTI Common Shares") is equal to the product
of (i) the DTI Amount divided by the aggregate amount of Senior Notes
Claims ($120.1 million) and (ii) the Senior Note Common Shares;

- the number of shares of New Senior Convertible Preferred Stock to be
issued pursuant to the Rights Offering is equal to the aggregate amount
of the Rights Offering ($53.75 million) divided by the Initial Common
Share Price;

- the number of shares of New Common Stock to be issued pursuant to the
Hicks Muse Exchange is equal to the aggregate amount of the Hicks Muse
Exchange ($23.7 million) divided by the Initial Common Share Price; and

- New Common Stock equal to the remaining Total Common Shares will be
issued to the holders of Subordinated Note Claims.

The actual number of shares of New Junior Preferred Stock to be issued with
respect to the Senior Note Claims and the DTI Guaranty Claim will equal one
share for each $100 of such Allowed Claim.

Based on the facts and assumptions set forth above, the exercise price of
the New Warrants to be issued with respect to the Group General Unsecured Claims
and the Group Existing Preferred Stock can be determined by dividing (i) the sum
of the Initial Common Equity Value and $322.0 million by (ii) the Total Common
Shares.

The exercise price of the Tranche A New Options will be the Initial Common
Share Price.

D. ANTICIPATED TIMETABLE FOR THE CHAPTER 11 CASES

Following the Petition Date, the Debtors expect the Chapter 11 Cases to
proceed on the following estimated timetable. There can be no assurance,
however, that the Bankruptcy Court's orders to be entered on or shortly after
the Petition Date will permit the Chapter 11 Cases to proceed as expeditiously
as anticipated.

The Debtors anticipate that the hearing to consider the adequacy of the
Disclosure Statement and Confirmation of the Plan will occur within 45 days
after the Petition Date. Assuming that the Plan is confirmed at that hearing,
the Plan provides that the Effective Date will be the first Business Day (i) on
which all conditions to the Plan's consummation (as set forth in Article X of
the Plan) have been satisfied or waived and (ii) that is the date on which the
Plan is consummated. See Section IV.P -- "SUMMARY OF THE PLAN -- CONDITIONS
PRECEDENT; WAIVER." Based upon information currently available, the Debtors
believe that the Effective Date could occur as early as 10 Business Days
following the Confirmation Date. Under this timetable, the Debtors would emerge
from Chapter 11 within 60 days after the Petition Date. There can be no
assurance, however, that this projected timetable can be achieved.

VI. CAPITAL STRUCTURE OF THE REORGANIZED DEBTORS

A. ESTIMATED POST-RESTRUCTURING CAPITAL STRUCTURE

<Table>
<Caption>
AS OF SEPTEMBER 30, 2002
------------------------
WITH DTI WITHOUT DTI
--------- ------------
(Millions)

- ---------------

* Assumes $51.3 million commitment in Exit Facility out of a maximum amount of
$61.85.

*** Subsidiary obligations.

B. NEW SECURITIES

The following discussion summarizes the material provisions of the New
Securities including references, where applicable, to the Reorganized Group
Certificate of Incorporation and Bylaws. This summary does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Plan and the Reorganized Group Certificate of Incorporation and Bylaws.

1. NEW COMMON STOCK

The Reorganized Group Certificate of Incorporation will authorize the
issuance of 100 million shares of New Common Stock having a par value of $0.01
per share. Holders of New Common Stock will be entitled to vote upon all matters
submitted to a vote of the stockholders of Reorganized Group and will be
entitled to one vote for each share of New Common Stock held. Holders of New
Common Stock will not have preemptive rights. Subject to the prior rights and
preferences applicable to the New Senior Convertible Preferred Sock and the New
Junior Preferred Stock, holders of New Common Stock will be entitled to receive
dividends as may be declared by the Board of Directors of Reorganized Group from
time to time.

2. NEW PREFERRED STOCK

The Reorganized Group Certificate of Incorporation will authorize the
issuance of 25 million shares of New Preferred Stock having a par value of $0.01
per share in one or more classes or series, including those described below, and
will reserve to the Board of Directors of Reorganized Group the power to
designate for each class or series the following: (i) the terms and conditions
of any voting, dividend and conversion or exchange rights; (ii) the amount
payable on the class or series upon redemption and upon dissolution or
distribution of the assets of Reorganized Group, and (iii) the rights,
qualifications, limitations, or restrictions pertaining to the class or series.

a. New Senior Convertible Preferred Stock

The principal terms of the New Senior Convertible Preferred Stock to be
designated and issued by Reorganized Group under the Plan will be as follows:

Face Amount: The initial aggregate face amount will be
$53.75 million.

Authorization: 4.5 million shares.

Total Issued: 4,239,029 shares, with DTI, or 4,065,874
shares, without DTI

Dividends: Dividends will accrue on a semi-annual basis at
the rate of 9.0% per annum based on the face
amount (plus accrued but unpaid dividends)
cumulative from the date of issuance provided,
however, that in the event that dividends are
paid in respect of the New Common Stock during
any semi-annual dividend period in an aggregate
amount which would on an as-converted basis
exceed the dividends payable on the New Senior
Convertible Preferred Stock for such period,
the New Senior Convertible Preferred Stock will
participate on an as-converted basis to the
extent of such excess in additional dividends.

Conversion: Each share of New Senior Convertible Preferred
Stock will be convertible at any time (in whole
or in part) into a number of shares of New
Common Stock at the then-applicable liquidation
preference divided by the initial conversion
price equal to $12.68, with DTI, or $13.22,
without DTI (subject to customary anti-
dilution adjustments).

Voting: The New Senior Convertible Preferred Stock will
vote together with the New Common Stock on an
as-converted basis and will vote as a class as
required by applicable law.

Liquidation Preference: Before any payments are made to the holders of
the New Junior Preferred Stock or the New
Common Stock, the New Senior Convertible
Preferred Stock will have a liquidation
preference equal to the greater of (i) the face
amount ($12.68 per share, with DTI, or $13.22
per share, without DTI) plus the value of all
accrued but unpaid dividends up to (but not
including) the date of liquidation and (ii) the
amounts that such holders of New Senior
Convertible Preferred Stock would have received
if all of the then-outstanding shares of New
Senior Convertible Preferred Stock had been
converted into shares of New Common Stock
immediately prior to any liquidation of
Reorganized Group.

Rank: The New Senior Convertible Preferred Stock will
rank senior to the New Junior Preferred Stock
and the New Common Stock.

Mandatory Redemption: Upon the 10th anniversary of the date of
issuance, the New Senior Convertible Preferred
Stock will be subject to mandatory redemption.

b. New Junior Preferred Stock

The principal terms of the New Junior Preferred Stock to be designated and
issued by Reorganized Group under the Plan will be as follows:

Face Amount: The initial aggregate face amount will be
$133.6 million, with DTI, or $120.1 million,
without DTI.

Authorization: 1.5 million shares.

Total Issued: 1,336,000 shares, with DTI, or 1,201,000
shares, without DTI.

Dividends: Dividends will accrue on a semi-annual basis at
the below rates per annum based on the face
amount (plus accrued but unpaid dividends)
cumulative from the date of issuance:

1st year: 0.0%
2nd year: 1.0%
3rd year: 3.0%
4th year: 5.0%
5th -- 10th year: 8.0%
</Table>

In the event of the payment of dividends on the
New Common Stock, if such dividends exceed the
per share dividends provided above, based on a
hypothetical conversion rate equal to the then-
applicable liquidation preference divided by
the Initial Common Share Price (the "Notional
Conversion Rate"), additional dividends will be
payable on the New Junior Preferred Stock equal
to such excess.

Voting: The New Junior Preferred Stock will not have
any voting rights other than those provided by
law (including as required to comply with
section 1123(a)(6) of the Bankruptcy Code) and
except for with respect to those matters
expressly set forth in the certificate of
designation therefor.

Protective Provisions: The New Junior Preferred Stock will contain
anti-layering restrictions with respect to
additional preferred stock and limitations on
incurrence of material indebtedness.

Liquidation Preference: The initial liquidation preference will be
equal to the face amount ($100 per share) and
all accrued but unpaid dividends up to (but not
including) the date of liquidation before any
payments are made to the holders of New Common
Stock. In the event of an actual liquidation of
Reorganized Group, if the distribution on New
Junior Preferred Stock determined on the basis
of the Notional Conversion Rate would exceed
the foregoing liquidation preference, such
holders shall be entitled to such greater
distribution.

Rank: The New Junior Preferred Stock will rank junior
in right of payment to the Senior Convertible
Preferred Stock and will rank senior to the New
Common Stock.

Mandatory Redemption: Upon the 10th anniversary of the date of
issuance, the New Junior Preferred Stock will
be subject to mandatory redemption.

3. NEW WARRANTS

Reorganized Group will be authorized to issue New Warrants to purchase up
to 1,595,745 shares of New Common Stock to the holders of Group General
Unsecured Claims and Existing Group Preferred Stock. The New Warrants will (i)
have a per share exercise price equal to $25.56, with DTI, or $26.10, without
DTI, (ii) be exercisable immediately and (iii) expire seven years after the date
issued.

4. NEW OPTIONS

Under the Incentive Option Plan, New Options to purchase up to 2,777,778
shares of New Common Stock may be granted to employees of the Reorganized
Debtors and their Subsidiaries. See III.B -- "MANAGEMENT AND CORPORATE STRUCTURE
OF THE REORGANIZED DEBTORS -- INCENTIVE OPTION PLAN."

5. STOCKHOLDERS AGREEMENT

In connection with the Plan, Reorganized Group will enter into a
Stockholders Agreement with Hicks Muse and certain holders of Subordinated Notes
(other than Hicks Muse). The principal terms of the Stockholders Agreement will
be as follows:

a. Board of Directors of Reorganized Group

The Board of Directors of Reorganized Group will be comprised of nine
members as follows: (i) the Chief Executive Officer of Reorganized Group will be
designated for election, (ii) five members will be designated for election by
Hicks Muse, and (iii) three members will be designated for election by the
holders of Subordinated Notes (other than Hicks Muse). The Compensation
Committee of the Board of Directors of Reorganized Group will be comprised of
two members designated by Hicks Muse and one member designated by the holders of
Subordinated Notes (other than Hicks Muse). To the extent that the equity
ownership in Reorganized Group by Hicks Muse or the holders of Subordinated
Notes (other than Hicks Muse) is reduced by disposition during the term of the
Stockholders Agreement, such constituency's right to designate directors for
election shall be reduced as set forth in the Stockholders Agreement.

b. Hicks Muse Protections

obligations convertible into, exchangeable for, or any options, warrants or
other obligations having rights to purchase, any equity securities; (ii) issue
or sell equity securities or bonds, debentures, notes or other obligations
convertible into, exchangeable for, or any options, warrants or other
obligations having rights to purchase, any equity securities for consideration
below fair market value; (iii) issue preferred stock or other equity ranking
senior to the New Common Stock; (iv) incur material indebtedness or financial
obligations (in excess of amounts to be agreed upon); or (v) take such other
actions to be determined by agreement among the parties to the Stockholders
Agreement.

In the event that Hicks Muse owns in the aggregate less than 50.1% of the
fully diluted common equity ownership of Reorganized Group as a result of
dilution related to the New Warrants, any DTI Guaranty Claim, and/or equity
issued pursuant to the Incentive Option Plan, the Stockholders Agreement will
provide Hicks Muse with certain additional contractual control and protection
rights to be agreed upon, including such rights to be provided to the holders of
Subordinated Notes (other than Hicks Muse) described in Section VI.B.5.c below.

c. Minority Shareholder Protections

The Stockholders Agreement will provide substantially to the effect that
without approval of at least a majority in interest of the holders of
Subordinated Notes (other than Hicks Muse) party to the Stockholders Agreement,
Reorganized Group will not take any of the following actions: (i) other than
transactions in which the holders of New Common Stock party to the Stockholders
Agreement have pre-emptive rights to maintain their equity ownership percentage
and other customary exceptions, issue or sell equity securities or bonds,
debentures, notes or other obligations convertible into, exchangeable for, or
any options, warrants or other obligations having rights to purchase, any equity
securities; (ii) issue or sell equity securities or bonds, debentures, notes or
other obligations convertible into, exchangeable for, or any options, warrants
or other obligations having rights to purchase, any equity securities for
consideration below fair market value; (iii) redeem or repurchase any of its
outstanding capital stock; (iv) declare or make any dividend or other
distribution on, or on account of, capital stock (excluding such dividends or
other distributions with respect to the New Senior Convertible Preferred Stock
and New Junior Preferred Stock); (v) consummate any corporate reorganizations,
including dissolution, liquidation, reorganization or act of bankruptcy; (vi)
consummate any merger, sale of all or substantially all assets or any other
transaction that results in a "change of control," other than in any transaction
based on an enterprise value in excess of $828.0 million (as adjusted for equity
issuances or repurchases of, or dividends on, New Common Stock); (vii) enter
into any transaction(s) with affiliates or insiders (including directors,
officers and stockholders) that are not wholly-owned subsidiaries outside the
ordinary course and on other than arm's length terms; (viii) incur material
indebtedness or financial obligations (in excess of agreed upon amounts); (ix)
other than as part of a transaction permitted under clause (vi) above, sell or
transfer (by lease or otherwise) material businesses; (x) other than amendments
effected in conjunction with a transaction permitted under clause (i) or (vi)
above, modify its certificate of incorporation or bylaws; or (xi) change the
number of directors on the board or establish any new committees and/or engage
in new corporate governance activities.

d. New Common Stock Registration Rights

Demand Registration Rights. At any time after the third anniversary of the
Effective Date the holders of 30% or more of the outstanding shares of
registrable New Common Stock (including securities convertible into New Common
Stock) and at any time after the earlier of (i) the initial public offering of
Reorganized Group common equity securities following consummation of the Plan or
(ii) the date on which Reorganized Group otherwise becomes subject to the
periodic reporting requirements under the Exchange Act, the holders of 15% or
more of the outstanding shares of registrable New Common Stock (including
securities convertible into New Common Stock), shall be entitled to demand up to
three registrations of their registrable New Common Stock on Form S-3 (or, if
Form S-3 is not then available to Reorganized Group, Form S-1, or any successor
forms).

any shares sought to be sold by Reorganized Group or any person who is not a
party to the Stockholders Agreement in any such registration. Any cutback
required with respect to the holders who are a party to the Stockholders
Agreement shall be effected on a pro rata basis. If a cutback occurs with
respect to any such holder which made a demand registration, then such holder
shall receive one additional demand registration right.

At any time that Reorganized Group is entitled to register New Common Stock
on Form S-3, the holders of 10% or more of the outstanding shares of registrable
New Common Stock (including securities convertible into New Common Stock) shall
be entitled to require Reorganized Group to use its reasonable efforts to file
and have declared effective a shelf registration statement covering the resale
of the registrable New Common Stock held by such holders. Subject to customary
blackouts, Reorganized Group shall use its reasonable efforts to maintain the
effectiveness of any such shelf registration statement continuously for two
years or such shorter period of time which shall terminate the day after the
date on which all of the registrable New Common Stock covered by the shelf
registration statement has been sold pursuant to the shelf registration
statement or the first date on which there shall cease to be any registrable New
Common Stock held by the holders whose shares are covered by the shelf
registration statement.

Piggyback Registration Rights. At any time after the earlier of (i) the
initial public offering of New Common Stock and (ii) the date on which
Reorganized Group becomes subject to the periodic reporting requirements under
the Exchange Act, holders of registrable New Common Stock shall be entitled to
piggyback onto any registration effected by Reorganized Group under the
Securities Act of the New Common Stock or other equity securities on any forms
other than Form S-4 or S-8 (or any successor or similar form(s)) for its own
account or for the account of any other holders. Reorganized Group shall have
priority in any registration it has initiated for its own account, including any
demand registration converted into a registration for its own account as
described below. Any cutback required with respect to the holders exercising
piggyback registration rights shall be effected on a pro rata basis.

Selection of Underwriters. In the event an offering of shares of New
Common Stock is to be underwritten, with respect to (i) any demand registration,
the holders of a majority of the shares being offered shall select a nationally
recognized firm of underwriters, with the consent of Reorganized Group, which
will not be unreasonably withheld and (ii) any registration initiated by
Reorganized Group for its own account, Reorganized Group shall select a
nationally recognized firm of underwriters in its sole discretion. Reorganized
Group may elect to convert any demand registration into a registration for its
own account, in which case Reorganized Group shall select a nationally
recognized firm of underwriters in its sole discretion. If Reorganized Group
makes such election then any holder that exercised its demand registration right
which was so converted, if any, shall receive one additional demand registration
right.

Blackouts. Reorganized Group shall have a customary right to suspend, at
any time (but not to exceed one time in any twelve-month period) the
registration process and/or suspend a holders' ability to use a prospectus if
certain significant corporate events are contemplated.

Expenses. Reorganized Group shall pay all customary costs and expenses
associated with each registration, including for each registration statement
prepared the reasonable fees and expenses of one firm of attorneys selected by
the holders of a majority of the shares of New Common Stock covered by such
registration. Holders of New Common Stock will pay underwriting discounts,
commissions and applicable transfer taxes, if any, on any shares sold by them.

e. New Junior Preferred Stock Registration Rights

10% or more of the outstanding shares of registrable New Junior Preferred Stock
shall be entitled to require Reorganized Group to use its reasonable efforts to
file and have declared effective a shelf registration statement covering the
resale of the registrable New Junior Preferred Stock of such holders. Subject to
customary blackouts, Reorganized Group shall use its reasonable efforts to
maintain the effectiveness of any such shelf registration statement continuously
for two years or such shorter period of time which shall terminate the day after
the date on which all of the registrable New Junior Preferred Stock covered by
the shelf registration statement has been sold pursuant to the shelf
registration statement or the first date on which there shall cease to be any
registrable New Junior Preferred Stock. Reorganized Group will pay all customary
costs and expenses associated with each shelf registration of New Junior
Preferred Stock. Holders of New Junior Preferred Stock will pay underwriting
discounts, commissions and applicable transfer taxes, if any, on any shares sold
by them.

f. Preemptive Rights

Reorganized Group will provide customary preemptive rights with certain
specific exemptions as agreed by the parties to the Stockholders Agreement.

6. SECURITIES LAW MATTERS

The Debtors are relying on section 3(a)(9) and/or section 4(2) of the
Securities Act, and Regulation D promulgated thereunder, and section 1145(a)(1)
of the Bankruptcy Code to exempt the offer of the New Stock and the New Warrants
that may be deemed to occur through the solicitation of acceptances of the Plan
and the related Rights Offering and Hicks Muse Exchange and the issuance of
those securities pursuant to the Plan, the Rights Offering and Hicks Muse
Exchange from the registration requirements of the Securities Act and applicable
state securities and blue sky laws.

Section 1145(a)(1) exempts the offer or sale of securities pursuant to a
plan of reorganization from the registration requirements of the Securities Act
and from registration under state securities laws if the following conditions
are satisfied: (i) the securities are issued by a company (a "debtor" under the
Bankruptcy Code) (or its affiliates or successors) under a plan of
reorganization; (ii) the recipients of the securities hold a claim against, an
interest in, or a claim for an administrative expense against, the debtor; and
(iii) the securities are issued in exchange for the recipients' claim against or
interest in the debtor, or principally in such exchange and partly for cash or
property. In general, offers and sales of securities made in reliance on the
exemption afforded under section 1145(a)(1) of the Bankruptcy Code are deemed to
be made in a public offering, so that the recipients thereof, other than
underwriters, are free to resell such securities without registration under the
Securities Act. In addition, such securities generally may be resold without
registration under state securities laws pursuant to various exemptions provided
by the respective laws of the several states.

The exemption from the registration requirements of the Securities Act for
resales provided by section 1145(a) is not available to a recipient of New Stock
or New Warrants, or to the New Common Stock issued upon exercise of such New
Warrants, if such individual or entity is deemed to be an "underwriter" with
respect to such securities, as that term is defined in section 1145(b) of the
Bankruptcy Code. Section 1145(b) of the Bankruptcy Code defines the term
"underwriter" as one who (a) purchases a claim with a view toward distribution
of any security to be received in exchange for the claim, or (b) offers to sell
securities issued under a plan for the holders of such securities, or (c) offers
to buy securities issued under a plan from persons receiving such securities, if
the offer to buy is made with a view toward distribution, or (d) is a control
person of the issuer of the securities. Notwithstanding the foregoing, statutory
underwriters may be able to sell securities without registration pursuant to
Rule 144 under the Securities Act (subject, however, to any resale limitations
contained therein), which, in effect, permits the resale of securities
(including those securities received by statutory underwriters pursuant to a
chapter 11 plan) subject to applicable volume limitations, notice and manner of
sale requirements and certain other conditions.

THE FOREGOING SUMMARY DISCUSSION IS GENERAL IN NATURE AND HAS BEEN INCLUDED
IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONAL PURPOSES. THE DEBTORS MAKE
NO REPRESENTATIONS CONCERNING, AND DO NOT HEREBY PRO-

VIDE, ANY OPINIONS OR ADVICE WITH RESPECT TO THE SECURITIES AND BANKRUPTCY
MATTERS DESCRIBED HEREIN. IN LIGHT OF THE UNCERTAINTY CONCERNING THE
AVAILABILITY OF EXEMPTIONS FROM THE RELEVANT PROVISIONS OF FEDERAL AND STATE
SECURITIES LAWS, THE DEBTORS ENCOURAGE EACH CREDITOR AND PARTY-IN-INTEREST TO
CONSIDER CAREFULLY AND CONSULT WITH ITS OWN LEGAL ADVISORS WITH RESPECT TO ALL
SUCH MATTERS. BECAUSE OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF
WHETHER A PARTICULAR HOLDER MAY BE AN UNDERWRITER, THE DEBTORS MAKE NO
REPRESENTATION CONCERNING THE ABILITY OF A PERSON TO DISPOSE OF THE SECURITIES
TO BE DISTRIBUTED UNDER THE PLAN.

C. NEW SENIOR CREDIT AGREEMENT

1. TERM LOAN FACILITIES

On the Effective Date the Borrowers will enter into the New Senior Credit
Agreement pursuant to which the Existing Credit Agreement Claims of the Senior
Lenders will be exchanged for indebtedness under the New Senior Credit
Agreement. Pursuant to the Lockup Agreement, the Senior Lenders consented to
certain terms applying to the New Senior Credit Agreement. The Lockup Agreement
outlines only the key terms of the New Senior Credit Agreement. Consequently,
the final agreement for the New Senior Credit Agreement remains subject to
negotiation. The following description outlines the key terms of the New Senior
Credit Agreement.

a. Structure

The New Senior Credit Facility will provide for an aggregate term loan
facility in the amount of $448.3 million (not including $11.5 million of undrawn
letters of credit issued prior to the Petition Date under the Existing Credit
Agreement) comprising (i) the Term Loan A Facility and (ii) the Term Loan B
Facility and is subject to adjustment as described below. The Term Loan A
Facility is for an amount between $69.5 million and $85.4 million. The final
size of the Term Loan A Facility will be 1.50 times the commitments under the
Exit Facility which are made by lenders under the Existing Credit Agreement to
the extent that such lenders' Existing Credit Agreement Claims are not converted
into equity of Group upon confirmation of the Plan. Only those lenders having
Existing Credit Agreement Claims that are not converted into equity of Group
upon confirmation of the Plan and having commitments under the Exit Facility are
eligible to participate in the Term Loan A Facility. The Term Loan B Facility
will be for an amount between $362.9 million and $378.8 million. The final size
of the Term Loan B Facility will be equal to the amount of the outstanding loans
under the Existing Credit Agreement which are not converted into equity of Group
upon confirmation of the Plan minus the amount of the Term Loan A Facility. The
size of the New Senior Credit Facility (and the relative sizes of the Term Loan
A Facility and the Term Loan B Facility) is subject to adjustment based on any
additional commitments under the Exit Facility that may be received by Group and
Viasystems. The Term Loan A Facility and the Term Loan B Facility, and the liens
and guarantees in respect thereof, will be junior to the Exit Facility, and the
liens and guarantees in respect thereof.

At the time of the Credit Facility Restructuring, the Borrowers may retain
up to $11.5 million of then-outstanding letters of credit issued prior to the
Petition Date under the Existing Credit Agreement. Such letters of credit shall
be deemed to be issued and outstanding under the New Senior Credit Agreement,
and shall not reduce availability under the Exit Facility. The New Senior Credit
Agreement also will permit Viasystems to have issued new letters of credit under
the Exit Facility. If there is a drawing under any letter of credit issued prior
to the Petition Date under the Existing Credit Agreement, Senior Lenders that
had reimbursement obligations in respect of such letter of credit under the
Existing Credit Agreement must reimburse the issuing bank for their pro rata
share of such drawing and treat such reimbursement as an additional loan to the
Borrowers. The amount of such reimbursement will be added to the amount of the
Term Loan B Facility and allocated to the reimbursing Senior Lenders. The amount
of such reimbursement shall be repaid on September 30, 2008.

b. Interest Rates and Fees

The Borrowers may choose to pay interest on advances under the New Senior
Credit Agreement at either the Eurodollar Rate or the Base Rate plus the
following applicable margin: (i) for Base Rate Term Loan A Facility advances,
2.50% per annum; (ii) for Base Rate Term Loan B Facility advances, 3.00% per
annum; (iii) for Eurodollar Rate Term Loan A Facility advances, 3.50% per annum;
and (iv) for Eurodollar Rate Term Loan B Facility advances, 4.00% per annum.

The default rate is 2.00% above the rate otherwise applicable. In addition,
any interest, fees and other amounts that are overdue under the New Senior
Credit Agreement bear interest at 4.50% above the Base Rate for Term Loan A
Facility advances and 5.00% above the Base Rate for Term Loan B Facility
advances.

The Borrowers must pay each Senior Lender who consents to the provisions of
the Plan a restructuring fee equal to 1.00% of the principal amount of such
Senior Lender's outstanding loans and participations in letters of credit and
swing line loans under the Existing Credit Agreement immediately prior to the
Effective Date. However, any fees paid to such Senior Lender in connection with
the Fourth Amendment to the Existing Credit Agreement will reduce the applicable
restructuring fee dollar-for-dollar. In addition, the Borrowers must pay a
fronting fee equal to 1/8 of 1% per year on the face amount of all letters of
credit and an annual administration fee of $200,000 until the repayment in full
of the New Senior Credit Facility.

c. Security and Guarantees

Reorganized Group and all of its Subsidiaries formed under the laws of any
state in the United States will jointly and severally guarantee the Borrowers'
obligations under the New Senior Credit Agreement. The collateral for the New
Senior Credit Agreement will be the same collateral as under the Existing Credit
Agreement: all or substantially all of the assets of Reorganized Group,
Reorganized Viasystems and each guarantor. Subject to legal restrictions and
practical considerations, the Borrowers also will cause to be pledged assets in
certain foreign countries, including, to the extent legally feasible and
practicable, the Peoples' Republic of China, as collateral. The Term Loan A
Facility and the Term Loan B Facility, and the liens and guarantees in respect
thereof, will be junior to the Exit Facility, and the liens and guarantees in
respect thereof.

d. Conditions to Credit Facility Restructuring

The Credit Facility Restructuring will be conditioned upon satisfaction of
customary conditions for facilities of this type, including the following
conditions precedent on or prior to the Effective Date:

- payment by Reorganized Viasystems of the restructuring fee described
above;

- indebtedness under the Existing Credit Agreement shall have been reduced
by at least $50.0 million in aggregate principal amount by (i) the
conversion of indebtedness under the Existing Credit Agreement held by
Hicks Muse, other holders of Subordinated Notes and TCW into New Senior
Convertible Preferred Stock, and (ii) receipt by Reorganized Viasystems
of cash in connection with the Rights Offering which is applied to reduce
Existing Bank Debt;

- conversion of the Senior Notes and Subordinated Notes into New Stock;

- delivery by the Borrowers of evidence satisfactory to the lenders showing
that no cash payment has been made on account of any junior securities of
Group and its Subsidiaries or on account of the DTI Guaranty; and

- Reorganized Group and its Subsidiaries shall not have any outstanding
class of securities that provides for any payment in cash prior to the
payment in full of the New Senior Credit Facility.

e. Covenants

those found in the Existing Credit Agreement, but will be made more restrictive
in various respects, including the following financial covenants which remain
subject to negotiation: (i) minimum EBITDA, (ii) minimum interest coverage,
(iii) maximum total leverage, (iv) maximum capital expenditures and (v) minimum
asset coverage.

f. Maturity and Amortization

The Term Loan A Facility will be repayable in consecutive quarterly
installments, commencing on March 31, 2003 and ending on or between March 31,
2005, if the Exit Facility is $51.3 million, and September 30, 2006, if the Exit
Facility is $61.85 million. The ending date for installment payments on the Term
Loan A Facility will depend on the aggregate amount of the Exit Facility.

The Term Loan B Facility will be repayable in consecutive quarterly
installments, commencing on March 31, 2003 and ending on September 30, 2008.

<Table>
<Caption>
TOTAL AMORTIZATION
OF TERM LOAN A
FACILITY AND TERM
PERIOD LOAN B FACILITY
- ------ --------------------

March 31, 2003 $ 7,500,000
June 30, 2003 $ 500,000
September 30, 2003 $ 7,500,000
December 31, 2003 $ 500,000
March 31, 2004 $ 10,000,000
June 30, 2004 $ 500,000
September 30, 2004 $ 10,000,000
December 31, 2004 $ 500,000
March 31, 2005 $ 15,000,000
June 30, 2005 $ 500,000
September 30, 2005 $ 15,000,000
December 31, 2005 $ 500,000
March 31, 2006 $ 15,250,000
June 30, 2006 $ 250,000
September 30, 2006 $ 15,250,000
December 31, 2006 $ 250,000
March 31, 2007 $ 15,250,000
June 30, 2007 $ 250,000
September 30, 2007 $ 15,250,000
December 31, 2007 $ 250,000
March 31, 2008 $ 17,750,000
June 30, 2008 $ 250,000
September 30, 2008 $300,300,000
</Table>

The amount of the amortization payments in respect of the Term Loan B
Facility shall be $250,000 in each fiscal quarter until the Term Loan A Facility
has been paid in full. The amount of the amortization payments in respect of the
Term Loan A Facility shall be the amount set forth in the foregoing total
amortization schedule for such quarter minus $250,000. In the quarter in which
the Term Loan A Facility is paid in full, the Term Loan B Facility amortization
shall be $250,000 plus the amount by which the amount that would otherwise be
allocated to the Term Loan A Facility exceeds the outstanding amount of such
Term Loan A Facility at such time.

In the event that amortization payments are made with respect to the
Existing Credit Agreement subsequent to the date hereof and prior to the
Petition Date, the full amount of any such payments shall reduce the respective
amortization payments dollar-for-dollar on a pro rata basis. In addition, the
amount of any draws on letters of credit issued under the Existing Credit
Agreement and assumed under the New Senior Credit Agreement that are reimbursed
by Senior Lenders having reimbursement obligations with respect to such letters
of credit under the Existing Credit Agreement shall be added to the final
amortization payment.

g. Prepayments

Optional Prepayments. The Borrowers may prepay the Restructured Loans,
prepay the loans under the Exit Facility and reduce the commitments under the
Exit Facility in a minimum amount of $500,000 and additional integral amounts in
multiples of $100,000. The Senior Lenders will apply optional prepayments of the
term loans first to outstanding loans under the Term Loan A Facility, then to
outstanding loans under the Term Loan B Facility, in each case, to the next four
installments thereof and thereafter to the installments thereof ratably in
accordance with the then outstanding amounts thereof and may not be reborrowed.
The commitments under the Exit Facility, may not be reduced until the repayment
of the Restructured Loans.

Mandatory Prepayments. The Borrowers must prepay the Restructured Loans
and reduce the commitments under the Exit Facility by the following amounts
(subject to certain exceptions to be negotiated):

- an amount equal to 100% of the net proceeds of any incurrence of
indebtedness to be agreed by Reorganized Group or any of its Subsidiaries
after the Effective Date;

- an amount equal to 75% of the net proceeds of any equity issuances (other
than (i) equity of Reorganized Group issued in connection with incentive
plans and (ii) common equity infusions from existing equity holders and
their respective affiliates) by Reorganized Group or any of its
Subsidiaries after the Effective Date;

- an amount equal to 100% of the net proceeds of any sale or other
disposition by Reorganized Group or any of its Subsidiaries after the
Effective Date of any material assets, except for (i) the sale of
inventory or obsolete or worn-out property in the ordinary course of
business, (ii) the proceeds of certain specified asset sales, (iii)
transfers resulting from casualty or condemnation and (iv) other
customary exceptions; provided that the Borrowers may retain the proceeds
of the sale of the Richmond Facility to the extent such proceeds do not
exceed the difference between the Maximum Amount (as defined below) and
the total commitments under the Exit Facility; and

- if cash and cash equivalents on hand of Reorganized Group and its
Subsidiaries as at December 31 of each fiscal year (commencing with
December 31, 2003) exceeds $87.5 million, an amount equal to the lesser
of (i) 75% of excess cash flow and (ii) the amount of cash and cash
equivalents on hand as at such date in excess of $87.5 million.

The Senior Lenders will apply each mandatory prepayment (a) first, to the
repayment of the loans under the Term Loan A Facility and (b) thereafter, to the
repayment of the loans under the Term Loan B Facility, in each case, ratably in
accordance with the then outstanding amounts thereof. Once the Borrowers pay all
outstanding Restructured Loans, the Borrowers must reduce the commitments in
respect of the Exit Facility and cash collateralize or replace the letters of
credit and prepay loans under the Exit Facility to the extent the aggregate
amount thereof exceeds such commitments as so reduced.

2. EXIT FACILITY

Reorganized Viasystems has received commitments from certain lenders led by
JPMorgan Chase Bank with respect to the Exit Facility. The Lockup Agreement
outlines only the key terms of the Exit Facility. Consequently, the final
agreement for the Exit Facility remains subject to negotiation. The following
description outlines the key terms of the Exit Facility.

a. Structure

The Exit Facility will provide Reorganized Viasystems, as borrower, a
revolving credit facility of up to $61.85 million and a letter of credit
subfacility with a sublimit of $15.0 million. The maximum amount of the Exit
Facility (the "Maximum Amount") will be limited to $50.0 million, provided that
the Maximum Amount will increase over $50.0 million, up to a maximum amount of
$61.85 million, by $0.50 for each $1.00 of outstanding debt under the Existing
Credit Agreement held by Hicks Muse that converts to common stock of Reorganized
Group pursuant to the Hicks Muse Exchange. The Maximum Amount will be reduced by
the amount of net proceeds of the sale of Reorganized Viasystems' Richmond,
Virginia facility that are retained by Reorganized Viasystem and not applied as
a prepayment of the New Senior Credit Facility. To be eligible to request a
revolving advance under the Exit Facility, Reorganized Viasystems and its
Subsidiaries must meet a domestic asset coverage test and have less than $20.0
million in unrestricted cash and cash equivalents on hand at the time of, or
after giving effect to, the borrowing. The Exit Facility, and the liens and
guarantees in respect thereof, will be senior to the Term Loan A Facility and
Term Loan B Facility, and the liens and guarantees in respect thereof.

b. Interest Rates and Fees

Reorganized Viasystems may choose to pay interest on advances under the
Exit Facility at either the Eurodollar Rate plus 3.25% per annum or the Base
Rate plus 2.25% per annum. The default rate is 2.00% above the rate otherwise
applicable. In addition, any interest, fees and other amounts that are overdue
under the Exit Facility bear interest at 4.25% above the Base Rate.

Reorganized Viasystems must pay a commitment fee of 0.50% per annum on the
average daily unused portion of the Exit Facility and an upfront fee equal to
0.50% of the aggregate initial commitments for the Exit Facility.

c. Security and Guarantees

Reorganized Group and all of its Subsidiaries formed under the laws of any
state in the United States will jointly and severally guarantee Viasystems'
obligations under the Exit Facility. The collateral for the Exit Facility will
be the same collateral as under the Existing Credit Agreement: all or
substantially all of the assets of Reorganized Group, Reorganized Viasystems and
each guarantor. In addition, subject to legal restrictions and practical
considerations, Reorganized Viasystems also will cause to be pledged assets in
certain foreign countries, including, to the extent legally feasible and
practicable, the Peoples' Republic of China, as collateral. The Exit Facility,
and the liens and guarantees in respect thereof, will be senior to the Term Loan
A Facility and Term Loan B Facility, and the liens and guarantees in respect
thereof.

d. Covenants

The Exit Facility will require Reorganized Viasystems to observe the same
affirmative and negative covenants (including financial covenants) as described
above in the description of the Term Loan A Facility and the Term Loan B
Facility.

e. Maturity and Amortization

The Exit Facility will cease to be available on the fifth anniversary of
the closing of the New Senior Credit Agreement.

f. Prepayments

The Exit Facility will provide for optional prepayments and mandatory
prepayments as described above in the description of the Term Loan A Facility
and the Term Loan B Facility.

D. NEW SUBORDINATED NOTES

Reorganized Viasystems will issue New Subordinated Notes to holders of
General Unsecured Claims against Viasystems in an aggregate principal amount
equal to 85% of such Allowed Claims. The New Subordinated Notes will be
subordinated to all indebtedness under the New Senior Credit Agreement and all
other indebtedness of Viasystems for borrowed money. All principal and accrued
interest under the New Subordinated Notes will be due and payable upon the
10-year anniversary of the Effective Date. The New Subordinated Notes will bear
interest at the following rates, compounded semi-annually: (i) 0.0% in the first
year, (ii) 1.0% in the second year, (iii) 3.0% in the third year, (iv) 5.0% in
the fourth year, and (v) 8.0% in the fifth year and thereafter. The New
Subordinated Notes will be non-transferable.

VII. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

A. GENERAL

The following discussion summarizes certain federal income tax consequences
of the implementation of the Plan to the Debtors and certain holders of Claims.
The following summary does not address the federal income tax consequences to
holders not entitled to vote on the Plan, including holders whose Claims or
Equity Interests are entitled to reinstatement or payment in full in cash under
the Plan or holders whose Claims or Equity Interests are to be extinguished
without any distribution.

The following summary is based on the Internal Revenue Code of 1986, as
amended (the "Tax Code"), Treasury Regulations promulgated thereunder (the
"Regulations"), judicial decisions, and published administrative rules and
pronouncements of the Internal Revenue Service ("IRS") as in effect on the date
hereof. Changes in such rules or new interpretations thereof may have
retroactive effect and could significantly affect the federal income tax
consequences described below.

The federal income tax consequences of the Plan are complex and are subject
to significant uncertainties. The Debtors have not requested a ruling from the
IRS or an opinion of counsel with respect to any of the tax aspects of the Plan.
Thus, no assurance can be given as to the interpretation that the IRS will
adopt. In addition, this summary does not address foreign, state or local tax
consequences of the Plan, nor does it purport to address the federal income tax
consequences of the Plan to special classes of taxpayers (such as Persons who
are related to the Debtors within the meaning of the Tax Code, foreign
taxpayers, broker-dealers, banks, mutual funds, insurance companies, financial
institutions, small business investment companies, regulated investment
companies, tax-exempt organizations, and investors in pass-through entities and
holders of Claims who are themselves in bankruptcy). Furthermore, this
discussion assumes that holders of Claims hold only Claims in a single Class.
Holders of multiple Classes of Claims should consult their own tax advisors as
to the effect such ownership may have on the federal income tax consequences
described below.

This discussion assumes that the various debt and other arrangements to
which the Debtors are a party will be respected for federal income tax purposes
in accordance with their form.

ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN FEDERAL INCOME TAX
CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR
CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES
PERTAINING TO A HOLDER OF A CLAIM. ALL HOLDERS OF CLAIMS ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES
APPLICABLE UNDER THE PLAN.

B. CONSEQUENCES TO THE DEBTORS

The Debtors expect to report consolidated net operating loss ("NOL")
carryforwards for federal income tax purposes of at least $828 million as of
December 31, 2001, a portion of which is subject to certain existing
limitations. The Debtors expect to utilize a portion of such losses during the
taxable year ending December 31, 2002.

As discussed below, the amount of the Debtors' NOL carryforwards may be
significantly reduced upon implementation of the Plan. In addition, the
Reorganized Debtors' subsequent utilization of any losses and NOL carryforwards
remaining and possibly certain other tax attributes may be restricted as a
result of and upon the implementation of the Plan.

1. REDUCTION OF NOLS

The Tax Code provides that a debtor in a bankruptcy case must reduce
certain of its tax attributes -- such as NOL carryforwards, current year NOLs,
tax credits and tax basis in assets -- by the amount of any cancellation of debt
("COD"). COD is the amount by which the indebtedness discharged (reduced by any
unamortized discount) exceeds any consideration given in exchange therefor,
subject to certain statutory or judicial exceptions that can apply to limit the
amount of COD (such as where the payment of the cancelled debt would have given
rise to a tax deduction).

As a result of the transactions in respect of Claims pursuant to the Plan,
the Debtors will have substantial COD. The extent of such COD and resulting tax
attribute reduction will depend, in part, on the value of the New Securities
distributed. The Debtors also expect that a portion of their NOLs will be
utilized to offset a portion of certain taxable income expected to be recognized
in the taxable year ending December 31, 2002. Based on the estimated
reorganization value of the Reorganized Debtors (see Section
VIII.D -- "FEASIBILITY OF THE PLAN AND THE BEST INTERESTS OF CREDITORS
TEST -- VALUATION OF THE REORGANIZED DEBTORS") and the taxable income expected
to be recognized, it is anticipated that there will be material reductions in
the consolidated NOL carryforwards and current year NOLs of the Debtors.

2. LIMITATION ON NOL CARRYFORWARDS AND OTHER TAX ATTRIBUTES

Following the implementation of the Plan, the Debtors anticipate that any
remaining NOL and tax credit carryforwards and, possibly, certain other tax
attributes of the Reorganized Debtors allocable to periods prior to the
Effective Date (collectively, "Pre-Change Losses") will be subject to limitation
under section 382 of the Tax Code as a result of an "ownership change" of the
Reorganized Debtors by reason of the transactions pursuant to the Plan.

Under section 382, if a corporation undergoes an "ownership change" the
amount of its Pre-Change Losses that may be utilized to offset future taxable
income generally is subject to an annual limitation. Such limitation also may
apply to certain losses or deductions which are "built-in" (i.e., economically
accrued but unrecognized) as of the date of the ownership change that are
subsequently recognized. As discussed more fully below, the Debtors anticipate
that the issuance of the New Stock pursuant to the Plan will result in an
"ownership change" of the Reorganized Debtors for these purposes.

a. General Section 382 Annual Limitation

In general, the amount of the annual limitation to which a corporation (or
a consolidated group) that undergoes an ownership change would be subject is
equal to the product of (i) the fair market value of the stock of the loss
corporation (or, in the case of a consolidated group, the parent corporation)
immediately before the ownership change (with certain adjustments) multiplied by
(ii) the "long-term tax-exempt rate" in effect for the month in which the
ownership change occurs.

Any unused limitation may be carried forward, thereby increasing the annual
limitation in the subsequent taxable year. However, if the corporation (or the
consolidated group) does not continue its historic business or uses a
significant portion of its assets in a new business for two years after the
ownership change, the annual limitation resulting from the ownership change is
zero.

As indicated above, section 382 can operate to limit built-in losses
recognized subsequent to the date of the ownership change. If a loss corporation
(or consolidated group) has a net unrealized built-in loss at the time of an
ownership change (taking into account most assets and items of "built-in" income
and deduction), then any built-in losses recognized during the following five
years (up to the amount of the original net built-in

loss) generally will be treated as Pre-Change Losses and similarly will be
subject to the annual limitation. Conversely, if the loss corporation (or
consolidated group) has a net unrealized built-in gain at the time of an
ownership change, any built-in gains recognized during the following five years
(up to the amount of the original net built-in gain) generally will increase the
annual limitation in the year recognized, such that the loss corporation (or
consolidated group) would be permitted to use its Pre-Change Losses against such
built-in gain income in addition to its regular annual allowance. Although the
rule applicable to net unrealized built-in losses generally applies to
consolidated groups on a consolidated basis, certain corporations that join the
consolidated group within the preceding five years may not be able to be taken
into account in the group computation of net unrealized built-in loss. In this
regard, it is noted that the Group consolidated group includes certain
Subsidiaries acquired within the past five years that may have a net unrealized
built-in loss. Such corporations would nevertheless still be taken into account
in determining whether the consolidated group has a net unrealized built-in
gain. In general, a loss corporation's (or consolidated group's) net unrealized
built-in gain or loss will be deemed to be zero unless it is greater than the
lesser of (i) $10 million or (ii) 15% of the fair market value of its assets
(with certain adjustments) before the ownership change. It is possible that the
Debtors will be in a net unrealized built-in loss position as of the Effective
Date.

b. Special Bankruptcy Exceptions

An exception to the foregoing annual limitation rules generally applies
where qualified (so-called "old and cold") creditors of a company in bankruptcy
receive, in respect of their claims, at least 50% of the vote and value of the
stock of the reorganized debtor (or a controlling corporation if also in
bankruptcy) pursuant to a confirmed chapter 11 plan. Under this exception, a
debtor's Pre-Change Losses are not limited on an annual basis but, instead, are
required to be reduced by the amount of any interest deductions claimed during
the three taxable years preceding the effective date of the reorganization, and
during the part of the taxable year prior to and including the reorganization,
in respect of all debt converted into stock in the reorganization. The Debtors
anticipate that this special rule will not be available because the foregoing
50% test will not be satisfied.

Where the preceding special rule is not applicable, the annual limitation
of a corporation in bankruptcy that undergoes an "ownership change" is
determined by treating the "fair market value of the stock of the loss
corporation" as equal to the lesser of (i) its stock value immediately after the
ownership change (reflecting the increase in value resulting from any surrender
or cancellation of the creditors' claims in the transaction) reduced by any
contractions or redemptions occurring after and in connection with the ownership
change or (ii) the value of the loss corporation's pre-change assets, which
value is reduced by certain capital contributions made to the loss corporation
during the two year period ending on the date of the ownership change.
Furthermore, if at least one-third of the loss corporation's assets consist of
non-business assets, the "fair market value of the stock of the loss
corporation" is reduced by the value of such non-business assets. The Debtors
anticipate that absent this special method for computing the annual limitation,
which is available solely in the context of a bankruptcy, their annual
limitation in respect of an "ownership change" given prevailing values would be
minimal or zero. Accordingly, if the issuance of New Stock pursuant to the Plan
did not effect an ownership change and an ownership change were to occur after
consummation of the Plan, the Debtors' remaining NOLs (after reduction as
discussed below) could be of little or no utility. Such a result could affect
the value of the Reorganized Debtors. While the Debtors anticipate (and
Rothschild's valuation analysis of the Debtors assumes) that such issuance
pursuant to the Plan will effectuate an "ownership change," there can be no
assurance that the IRS might not successfully challenge the Debtors' position.
In particular, if the IRS were to successfully challenge the Debtors'
application of certain rules under section 382 or certain existing Group
shareholders emerged, as a result of the Plan, as "five percent shareholders"
under these rules, it is possible that the Plan would not effect an "ownership
change." As noted, while the Debtors expect that none of these potentialities
will occur, and, in fact, have taken steps, to the extent feasible, to avoid
this result, there cannot be certainty that the Plan will result in an
"ownership change."

Even if the issuance of the New Stock pursuant to the Plan effects an
"ownership change," the NOLs and other tax attributes of the Debtors could still
be compromised or rendered of little or no value by post-

consummation events, including a further "ownership change" of the Reorganized
Debtors following a decline in the fair market value of the New Stock issued
pursuant to the Plan.

3. ALTERNATIVE MINIMUM TAX

In general, a federal alternative minimum tax ("AMT") is imposed on a
corporation's alternative minimum taxable income at a 20% rate to the extent
that such tax exceeds the corporation's regular federal income tax. For purposes
of computing taxable income for AMT purposes, certain tax deductions and other
beneficial allowances are modified or eliminated. In particular, even though a
corporation otherwise might be able to offset all of its taxable income for
regular tax purposes by available NOL carryforwards, only 90% of a corporation's
taxable income for AMT purposes may be offset by available NOL carryforwards (as
computed for AMT purposes). However, recent legislation provides for a temporary
waiver of this limitation for AMT NOL carrybacks originating in years ending in
2001 or 2002, or NOL carryforwards to the 2001 and 2002 tax years.

In addition, if a corporation (or consolidated group) undergoes an
"ownership change" within the meaning of section 382 of the Tax Code and is in a
net unrealized built-in loss position on the date of the ownership change, the
corporation's (or group's) aggregate tax basis in its assets would be reduced
for certain AMT purposes to reflect the fair market value of such assets as of
the change date. It is possible that the Debtors will be in a net unrealized
built-in loss position on the Effective Date.

Any AMT that a corporation pays generally will be allowed as a
nonrefundable credit against its regular federal income tax liability in future
taxable years when the corporation is no longer subject to the AMT.

C. CONSEQUENCES TO CERTAIN HOLDERS OF CERTAIN CLAIMS

1. CERTAIN HOLDERS OF VIASYSTEMS EXISTING CREDIT AGREEMENT CLAIMS (CLASS 2B)

Pursuant to the Plan, holders of Allowed Viasystems Existing Credit
Agreement Claims (other than holders of Existing Bank Debt tendered pursuant to
the Rights Offering or Hicks Muse Exchange) (the "Old Debt") will receive, in
satisfaction and discharge of their Claims an amount of New Bank Debt (the "New
Debt") equivalent to the amount of Old Debt such holder held under the Existing
Credit Agreement.

The federal income tax consequences of the Plan to holders of Old Debt
depend, in part, on whether both the Old Debt and the New Debt constitute
"securities" for federal income tax purposes and on whether the terms of the New
Debt differ sufficiently from the terms of the Old Debt so that the exchange
constitutes a "material modification" of the Old Debt for federal income tax
purposes.

The term "security" is not defined in the Tax Code or in the Regulations
and has not been clearly defined by judicial decisions. The determination of
whether a particular debt constitutes a "security" depends on an overall
evaluation of the nature of the debt. One of the most significant factors
considered in determining whether a particular debt is a security is its
original term. In general, debt obligations issued with a weighted average
maturity at issuance of five years or less (e.g., trade debt and revolving
credit obligations) do not constitute securities, whereas debt obligations with
a weighted average maturity at issuance of ten years or more constitute
securities.

The term "material modification" of a debt instrument is defined under the
Regulations to encompass a variety of changes to a debt instrument including a
modification that results in a change in the yield to maturity on the debt
instrument of at least the greater of (i) 25 basis points, or (ii) 5 percent of
the annual yield of the unmodified debt instrument.

The Debtors believe it is likely, and the following discussion assumes (a)
that the New Debt constitutes a material modification of the Old Debt, and (b)
that neither the Old Debt nor the New Debt constitute "securities" for federal
income tax purposes. However, each holder of Old Debt is urged to consult its
tax advisor regarding these matters.

a. Gain or Loss -- In General

Based upon the discussion and under the assumptions described above, each
holder of Old Debt would recognize gain or loss in an amount equal to the
difference between (i) the "issue price" of any of the New Debt (determined as
described below) received by such holder, and (ii) the holder's adjusted tax
basis in the Old Debt (other than any Claim for accrued but unpaid interest).
For a discussion of the tax consequences of Claims for accrued interest see
Section VII.C.6 -- "CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE
PLAN -- CONSEQUENCES TO CERTAIN HOLDERS OF CERTAIN CLAIMS AND EQUITY
INTERESTS -- EXCHANGE OF ACCRUED INTEREST CLAIMS."

Where gain or loss is recognized by a holder, the character of such gain or
loss as long-term or short-term capital gain or loss or as ordinary income or
loss will be determined by a number of factors, including the tax status of the
holder, whether the Old Debt constitutes a capital asset in the hands of the
holder and how long it has been held, whether the Old Debt was acquired at a
market discount and whether and to what extent the holder had previously claimed
a bad debt deduction. A holder which purchased its Old Debt from a prior holder
at a market discount may be subject to the market discount rules of the Tax
Code. Under those rules, assuming that the holder has made no election to
amortize the market discount into income on a current basis with respect to any
market discount instrument, any gain recognized on the exchange of such Old Debt
(subject to a de minimis rule) generally would be characterized as ordinary
income to the extent of the accrued market discount on such Old Debt as of the
date of the exchange.

In general, a holder's tax basis in any New Debt will equal the issue price
of such New Debt and the holding period for such New Debt will begin the day
following the Effective Date.

b. Ownership and Disposition of New Debt

Any stated interest on the New Debt that is payable annually or more
frequently will be includable in income by a holder in accordance with the
holder's regular method of accounting.

In addition, under certain circumstances, a holder of New Debt may be
required to recognize imputed interest in the event the New Debt is treated as
issued with original issue discount ("OID"). In general, a debt instrument is
treated as having OID to the extent its "stated redemption price at maturity"
(the stated principal amount of the New Debt plus any stated interest not
payable annually or more frequently) exceeds its "issue price" (other than by a
de minimis amount).

The "issue price" of New Debt will depend upon whether the New Debt or the
Old Debt is traded on an "established securities market" during the 60 day
period ending 30 days after the Effective Date. Pursuant to applicable
Regulations, an "established securities market" includes (i) a system of general
circulation (including a computer listing disseminated to subscribing brokers,
dealers or traders) that provides a reasonable basis to determine fair market
value by disseminating either recent price quotations or actual prices of recent
sales transactions, or (ii) that price quotations for such notes are readily
available from dealers, brokers or traders. If, neither the Old Debt nor the New
Debt is traded on an established securities market and, the stated interest rate
of the New Debt is greater than the applicable federal rate for similar term
obligations in effect on the Effective Date, then the issue price of the New
Debt will be its stated principal amount; if both the New Debt and the Old Debt
are traded on an established securities market, then the issue price of the New
Debt will be its fair market value on the Effective Date; if the New Debt is
traded on an established securities market but the Old Debt is not, then the
issue price will be equal to the fair market value of the New Debt on the
Effective Date; if the New Debt is not traded on an established securities
market but the Old Debt is, then the issue price will be the fair market value
of the Old Debt on the Effective Date. If (i) neither the New Debt nor the Old
Debt is traded on an established securities market and (ii) the New Debt does
not have stated interest greater then the applicable federal rate for similar
term obligations on the Effective Date, then the issue price will be an amount
arrived at by discounting all payments to be made under the terms of the New
Debt by the applicable federal rate for similar term obligations.

If the New Debt is treated as issued with OID, each holder generally will
be required to accrue the OID in respect of the New Debt received and include
such amount in gross income as interest, over the term of the

New Debt based on the constant yield method. Accordingly, each holder of such
debt instrument, if and to the extent the debt instrument held is issued with
OID, generally would be required to include amounts in gross income in advance
of the payment of cash in respect of such income. A holder's tax basis in the
New Debt would be increased by the amount of any OID included in income and
reduced by any cash payments (other than payments of stated interest) made with
respect to the New Debt.

2. CERTAIN HOLDERS OF VIASYSTEMS GENERAL UNSECURED CLAIMS (CLASS 6B)

Pursuant to the Plan, holders of Allowed Viasystems General Unsecured
Claims will receive, in satisfaction and discharge of their Claims a New
Subordinated Note in a principal amount equal to 85% of the amount of such
Allowed General Unsecured Claim and bearing interest all of which is payable
together with the principal on the maturity date.

The tax consequences to the holders of Allowed Viasystems General Unsecured
Claims will be the same as the tax consequences described in Section VII. C.1.
above (other than the first paragraph thereof) treating the Allowed Viasystems
General Unsecured Claim as the "Old Debt" and the New Subordinated Note received
in exchange therefor as the "New Debt."

3. HOLDERS OF SENIOR NOTE CLAIMS AND DTI GUARANTY CLAIMS (CLASS 4), HOLDERS
OF VIASYSTEMS SUBORDINATED NOTE CLAIMS (CLASS 5B), AND CERTAIN HOLDERS OF
EXISTING BANK DEBT WHO EXCHANGE SAME PURSUANT TO THE RIGHTS OFFERING OR
HICKS MUSE EXCHANGE

Pursuant to the Plan, holders of Existing Bank Debt to be tendered pursuant
to the Rights Offering or Hicks Muse Exchange, Senior Note Claims, DTI Guaranty
Claims and Subordinated Note Claims (collectively, the "Debt Claims") will
receive, in exchange for their Debt Claims, some combination of New Stock.

The federal income tax consequences of the Plan to holders of Debt Claims
depend, in part, on whether the exchange of the Debt Claims for the New Stock
pursuant to the Plan (the "Exchange") will constitute a non-recognition
transaction described in section 351(a) of the Tax Code (a "Section 351
Transaction").

The Debtors anticipate, and the following discussion assumes (except for
the last paragraph of Section VII.3.a below) that the Exchange will constitute a
Section 351 Transaction; however, there can be no assurance that the IRS could
not successfully take a contrary position. Accordingly, a holder of a Debt Claim
is urged to consult its tax advisor regarding the characterization of the
Exchange as a Section 351 Transaction.

a. Gain or Loss -- In General

Under Section 351 of the Tax Code, if (i) property is transferred to a
corporation solely in exchange for the stock of such corporation, and (ii)
immediately after the exchange the transferors are in control of such
corporation (i.e. they own 80% of the combined voting power and 80% of each
other class of stock), then no gain (except as discussed below) or loss is
recognized by the transferor on the exchange. The Debtors anticipate that these
requirements should be satisfied in the case of the Exchange. Therefore, the
Debtors generally expect to treat holders of the Debt Claims as not recognizing
gain (except as discussed below) or loss in respect of the Exchange. As noted
above, however, there can be no assurance that the IRS could not successfully
take a contrary position. Moreover, the nonrecognition provisions of section 351
are not applicable to certain holders who themselves are bankrupt. Accordingly,
bankrupt holders are urged to consult their own tax advisors regarding the tax
treatment of the Exchange.

Notwithstanding the qualification of the Exchange as a Section 351
Transaction, a holder of a Debt Claim who receives stock in the Exchange and who
realizes gain (i.e. the amount by which the fair market value of the New Stock
and any other non-stock property received by such transferor exceeds such
transferor's basis in the Debt Claims) on the Exchange would be taxable on such
gain to the extent, if any, of (a) the fair market value of all consideration
received by such transferor under the Plan on the Exchange that constitutes
"nonqualified preferred stock" within the meaning of the Tax Code, (b) the fair
market value of any other non-stock property received by such transferor and,
(c) any accrued market discount on any Claim in respect

of a debt instrument that was acquired by a holder (who has not elected to
amortize such market discount into income on a current basis) from a prior
holder at a market discount. Preferred Stock that participates in corporate
growth to any significant extent is not "nonqualified preferred stock" within
the meaning of the Tax Code. The Debtors do not expect to treat either the New
Senior Convertible Preferred Stock or the New Junior Preferred Stock as
"nonqualified preferred stock" because of certain participation features that
are provided for therein; however, the impact of these participation features on
such stock's classification as "nonqualified preferred stock" is not free from
doubt and there is no assurance that the IRS could not successfully treat such
stock as "nonqualified preferred stock." The Debtors do not intend to treat the
Rights received in respect of the Rights Offering as requiring gain recognition
under these rules; however, there can be no assurance that the IRS could not
successfully take a contrary position. Accordingly, a recipient of New Senior
Convertible Preferred Stock or New Junior Preferred Stock as well as a recipient
of the Rights in respect of the Rights Offering is urged to consult its tax
advisor regarding the treatment and value of such Stock or Rights for federal
income tax purposes. For a discussion of the tax consequences of Claims for
accrued interest, see Section VII.C.6 -- "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE PLAN -- CONSEQUENCES TO CERTAIN HOLDERS OF CERTAIN CLAIMS
AND EQUITY INTERESTS -- EXCHANGE OF ACCRUED INTEREST CLAIMS."

If gain were to be recognized on the Exchange by a Debt Claim holder, the
character of such gain as long-term or short-term capital gain or as ordinary
income will be determined by a number of factors, including the tax status of
the holder, whether the Debt Claim constitutes a capital asset in the hands of
the holder and how long it has been held, whether the Debt Claim was acquired at
a market discount and whether and to what extent the holder had previously
claimed a bad debt deduction. A holder which purchased its Debt Claim from a
prior holder at a market discount may be subject to the market discount rules of
the Tax Code. Under those rules, assuming that the holder has made no election
to amortize the market discount into income on a current basis with respect to
any market discount instrument, any gain recognized on the exchange of such Debt
Claim (subject to a de minimis rule) generally would be characterized as
ordinary income to the extent of the accrued market discount on such Debt Claim
as of the date of the exchange.

A holder's tax basis in any New Stock other than "nonqualified preferred
stock" (see the second preceding paragraph above) and any other non-stock
property received in the Exchange will equal its tax basis in its Debt Claim
exchanged reduced by the fair market value of any "nonqualified preferred stock"
and any other non-stock property received in the transaction and increased by
any gain recognized in respect of accrued market discount in the holders' claim.
A holder's tax basis in any "nonqualified preferred stock" and any other
non-stock property received in the transaction will be equal to its fair market
value. Assuming the Debt Claim is a capital asset in the hands of a holder, such
holder will have a holding period in the New Stock (other than any "non
qualified preferred stock") that will include the holding period of the Debt
Claim. The holding period of any "non qualified preferred stock" received will
commence on the day following the Effective Date.

If the IRS were to successfully challenge the treatment of the Exchange as
a Section 351 Transaction, each holder of a Debt Claim would recognize gain or
loss in an amount equal to the difference between (i) the fair market value of
any New Stock and any non-stock consideration received by the holder in exchange
for its Debt Claim (other than any Claim for accrued but unpaid interest) (less,
in the case of receipt of New Senior Convertible Preferred Stock, any cash paid
for such New Senior Convertible Preferred Stock) and (ii) the holder's adjusted
tax basis in its Debt Claim (other than any Claim for accrued but unpaid
interest). In such event, a holder's tax basis in any New Stock received will
equal the fair market value of such stock (or the purchase price thereof in the
case of stock purchased for cash pursuant to the Rights Offering), and the
holding period for such stock generally will begin on the day following the
Effective Date.

b. Ownership and Disposition of New Stock

Pursuant to the Plan, the New Junior Preferred Stock and the New Senior
Convertible Preferred Stock may provide for the payment of Cash dividends. The
New Common Stock may also pay Cash dividends. Such dividends in any taxable year
of Group will be includable in income by a holder in accordance with the
holder's regular method of accounting to the extent of the Reorganized Group's
current and accumulated
66

earnings and profits (as determined for federal income tax purposes) for such
taxable year. Dividends in excess of such amount for such taxable year will be
treated as a tax-free return of capital to the extent of the holder's basis in
its stock. Further dividends in such taxable year will be treated as capital
gain from the sale or exchange of stock.

In addition, to the extent that the redemption price of preferred stock
exceeds its issue price (generally its fair market value) by more than the
product of (i) 0.25% of the redemption price and (ii) the number of complete
years to maturity, then, under section 305 of the Tax Code and Treasury
Regulations authorized thereunder, such excess may be required to be amortized
over the term of the preferred stock on a constant yield basis with the annual
amortization amounts treated as dividends subject to the rules of the preceding
paragraph (with the result that holders of preferred stock may be required to
include in taxable income such "constructive dividends" in advance of the
receipt of cash or property in respect thereof). Moreover, the legislative
history to the 1990 revisions under Section 305 states that the IRS may provide
for a similar result where the terms of preferred stock provide for the
accumulation of dividends that the corporation has no intention to pay
currently. Whether stock is "preferred stock" for purposes of both of these
rules depends, in part, on whether such stock participates in corporate growth
to any significant extent. The Debtors intend to treat the New Senior
Convertible Preferred Stock and the New Junior Preferred Stock as having a
significant participation in future growth and therefore as not constituting
"preferred stock" for the purposes of these rules. However, there can be no
assurance that the IRS might not successfully take a contrary position causing
holders to be subject to the "constructive dividend" treatment described above.
Accordingly, a recipient of New Senior Convertible Preferred Stock or New Junior
Preferred Stock is urged to consult its tax advisor regarding the possible
application of Section 305 of the Tax Code to such stock.

The character of any gain recognized by a holder upon a subsequent sale or
other taxable disposition of New Common Stock, New Junior Preferred Stock or New
Senior Convertible Preferred Stock received pursuant to the Plan (or any stock
or property received for it in a later tax-free exchange) will be treated as
ordinary income to the extent of (a) any bad debt deductions (or additions to a
bad debt reserve) claimed with respect to its Claim and any ordinary loss
deductions incurred in respect of its Claim, less any income (other than
interest income) recognized by the holder in respect of its Claim, and (b) with
respect to a cash-basis holder, any amounts which would have been included in
its gross income if the holder's Claim had been satisfied in full but which was
not included by reason of the cash method of accounting.

A holder of New Senior Convertible Preferred Stock will not recognize gain
or loss on the conversion of the New Senior Convertible Preferred Stock to New
Common Stock pursuant to the conversion provisions, except possibly for any cash
paid to a holder in lieu of a fractional share. A holder's aggregate tax basis
in the New Common Stock received upon conversion generally will be equal to the
holder's aggregate tax basis in the New Senior Convertible Preferred Stock
exchanged therefore (less the portion of the holder's basis allocable to any
fractional share, as to which the holder receives cash). A holder's holding
period in the stock received upon conversion will include the holding period of
the New Senior Convertible Preferred Stock.

4. CONSEQUENCES TO HOLDERS OF ALLOWED GROUP GENERAL UNSECURED CLAIMS (CLASS
6A)

Pursuant to the Plan, the holders of Allowed Group General Unsecured Claims
may receive, in exchange for such Claims, a pro rata distribution of New
Warrants.

a. Gain or Loss -- In General

The Debtors believe that the Group General Unsecured Claims do not
constitute "securities" for federal income tax purposes. The following
discussion is based upon that assumption. Holders of Group General Unsecured
Claims are urged to consult their own tax advisors regarding the
characterization of such Claims and their treatment under the Plan.

Subject to the last paragraph of this Section VII.4.a., in general, a
holder of Group General Unsecured Claims would recognize gain or loss on the
receipt of New Warrants in an amount equal to the difference between such
holder's adjusted basis in its Group General Unsecured Claims and the fair
market value of the New Warrants.
67

Where gain or loss is recognized by a holder, the character of such gain or
loss as long-term or short-term capital gain or loss or as ordinary income or
loss will be determined by a number of factors, including the tax status of the
holder, whether the Claim constitutes a capital asset in the hands of the holder
and how long it has been held, whether the Claim was acquired at a market
discount and whether and to what extent the holder had previously claimed a bad
debt deduction. A holder that purchased its Claim from a prior holder at a
market discount may be subject to the market discount rules of the Tax Code.
Under those rules, assuming that the holder has made no election to amortize the
market discount into income on a current basis with respect to any market
discount instrument, any gain recognized on the exchange of such Claim (subject
to a de minimis rule) generally would be characterized as ordinary income to the
extent of the accrued market discount on such Claim as of the date of the
exchange.

In general, a holder's aggregate tax basis in the New Warrants received
will equal their fair market value.

Notwithstanding the foregoing, it is possible that the IRS may take the
position that the holders of Group General Unsecured Claims are receiving the
New Warrants not in exchange for their Claims, but rather in exchange for their
votes on the Plan. If such a position were to prevail, such holders would
recognize ordinary income in an amount equal to the fair market value of the New
Warrants.

b. Ownership and Disposition of New Warrants

A holder of a New Warrant generally will not recognize gain or loss upon
the exercise of such warrant. A holder's tax basis in the New Group Common Stock
received upon exercise of a New Warrant generally will be equal to the sum of
the holder's tax basis in the New Warrant and the exercise price. The holding
period of the New Group Common Stock received upon exercise of a New Warrant
will commence on the day following the exercise of such warrant.

Upon the lapse or disposition of a New Warrant, the holder generally would
recognize gain or loss equal to the difference between the amount received (zero
in the case of a lapse) and its tax basis in such warrant. In general, such gain
or loss should be a capital gain or loss, long-term or short-term, depending
upon whether the requisite holding period was satisfied.

5. SPECIAL CONSIDERATIONS FOR PARTICIPANTS IN THE RIGHTS OFFERING

It is possible that, contrary to the Debtors' expectations, the IRS might
treat the Rights, for federal income tax purposes, as having been distributed to
participants in the Rights Offering prior to effectuation of the Plan, and not
as part of the exchanges effected pursuant to the Plan. Under this treatment, it
is possible recipients of the Rights could recognize ordinary income, for tax
purposes, equal to the fair market value of the Rights when received. If so,
such recipient would have a tax basis in the Right equal to such value, which
basis would be added to the tax basis of the New Senior Convertible Preferred
Stock upon exercise of the Rights, or would result in a capital loss if the
Right lapses unexercised. Alternatively, as discussed above in Section VII.3.a.,
the Rights may be treated as additional consideration received by holders of
Debt Claims in the exchange.

6. EXCHANGE OF ACCRUED INTEREST CLAIMS

In general, to the extent that any amount received by a holder of an
Allowed Claim (whether paid in Cash or New Stock) is received in respect of
accrued interest during its holding period, such amount will be taxable to the
holder as interest income (if not previously included in the holder's gross
income). Conversely, a holder generally recognizes a deductible loss to the
extent any accrued interest claimed or amortized OID was previously included in
its gross income and is not paid in full. However, the IRS has privately ruled
that a holder of a security, in an otherwise tax-free exchange, could not claim
a current deduction with respect to any unpaid OID. Accordingly it is also
unclear whether, by analogy, a holder of a Claim with previously included OID
that is not paid in full would be required to recognize a capital loss rather
than an ordinary loss.

Pursuant to the Plan all amounts received in respect of Allowed Claims will
be treated as having been received first in exchange for the principal amount of
such Claims and thereafter in exchange for the portion of

such Claim representing accrued but unpaid interest. However, there is no
assurance that such allocation would be respected by the IRS for federal income
tax purposes.

Each holder of a Claim is urged to consult its tax advisor regarding the
allocation of consideration and the deductibility of unpaid interest or
amortized OID for tax purposes.

7. EFFECT OF ANTI-DILUTION PROVISIONS OF NEW WARRANTS AND NEW SENIOR
CONVERTIBLE PREFERRED STOCK

If the terms of the New Warrants provide for any adjustment to the number
of shares of New Group Common Stock for which the New Warrants may be exercised
or to the exercise price of the New Warrants, such adjustments may, under
certain circumstances, result in constructive distributions that could be
taxable to holders of New Warrants under section 305 of the Tax Code. On the
other hand, the absence of an appropriate adjustment could result in
constructive distributions that could be taxable to holders of New Group Common
Stock and New Senior Convertible Preferred Stock under section 305 of the Tax
Code.

Similarly, if the terms of the New Senior Convertible Preferred Stock
provide for any adjustment to the number of shares of New Group Common Stock for
which the conversion feature may be exercised or to the exercise price of the
conversion feature, such adjustments may, under certain circumstances, result in
constructive distributions that could be taxable to holders of New Senior
Convertible Preferred Stock under section 305 of the Tax Code. On the other
hand, the absence of an appropriate adjustment could result in constructive
distributions that could be taxable to holders of New Group Common Stock or
possibly holders of New Warrants under section 305 of the Tax Code.

8. INFORMATION REPORTING AND WITHHOLDING

All distributions to holders of Allowed Claims under the Plan are subject
to any applicable withholding (including employment tax withholding). Under
federal income tax law, interest, dividends, and other reportable payments may,
under certain circumstances, be subject to "backup withholding," the current
rate of which is 30%. Backup withholding generally applies if the holder (i)
fails to furnish its social security number or other taxpayer identification
number ("TIN"), (ii) furnishes an incorrect TIN, (iii) fails properly to report
interest or dividends, or (iv) under certain circumstances, fails to provide a
certified statement, signed under penalty of perjury, that the TIN provided is
its correct number and that it is not subject to backup withholding. Backup
withholding is not an additional tax but merely an advance payment, which may be
refunded to the extent it results in an overpayment of tax. Certain Persons are
exempt from backup withholding, including, in certain circumstances,
corporations and financial institutions.

D. IMPORTANCE OF OBTAINING PROFESSIONAL TAX ASSISTANCE

THE FOREGOING SUMMARY HAS BEEN PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
ALL HOLDERS OF CLAIMS ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE
FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES APPLICABLE UNDER THE PLAN.

VIII. FEASIBILITY OF THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST

A. FEASIBILITY OF THE PLAN

In connection with Confirmation of the Plan, section 1129(a)(11) of the
Bankruptcy Code requires that the Bankruptcy Court find that Confirmation of the
Plan is not likely to be followed by the liquidation or the need for further
financial reorganization of the Debtors. This is the so-called "feasibility"
test. To support its belief in the feasibility of the Plan, Group, with the
assistance of its financial advisors, has prepared the Financial Projections
attached hereto as Exhibit D.

The Financial Projections indicate that the Reorganized Debtors should have
sufficient cash flow to make the payments required under the Plan on the
Effective Date, repay and service debt obligations and maintain operations on a
going-forward basis. Accordingly, the Debtors believe that the Plan complies
with the standard
69

of section 1129(a)(11) of the Bankruptcy Code. As noted in the Financial
Projections, however, the Debtors caution that no representations can be made as
to the accuracy of the Financial Projections or as to the Reorganized Debtors'
ability to achieve the projected results. Many of the assumptions upon which the
Financial Projections are based are subject to uncertainties outside the control
of the Debtors. Some assumptions inevitably will not materialize, and events and
circumstances occurring after the date on which the Financial Projections were
prepared may be different from those assumed or may be unanticipated, and may
adversely affect the Debtors' financial results. See Section X -- "CERTAIN
FACTORS TO BE CONSIDERED" for a discussion of certain risk factors that could
affect financial feasibility of the Plan.

THE FINANCIAL PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE
WITH THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC
ACCOUNTANTS OR THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION REGARDING FINANCIAL PROJECTIONS. FURTHERMORE, THE FINANCIAL
PROJECTIONS HAVE NOT BEEN AUDITED BY GROUP'S INDEPENDENT CERTIFIED ACCOUNTANTS.
ALTHOUGH PRESENTED WITH NUMERICAL SPECIFICITY, THE FINANCIAL PROJECTIONS ARE
BASED UPON A VARIETY OF ASSUMPTIONS, SOME OF WHICH HAVE NOT BEEN ACHIEVED TO
DATE AND MAY NOT BE REALIZED IN THE FUTURE, AND ARE SUBJECT TO SIGNIFICANT
BUSINESS, LITIGATION, ECONOMIC, AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES,
MANY, IF NOT ALL, OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS. CONSEQUENTLY,
THE FINANCIAL PROJECTIONS SHOULD NOT BE REGARDED AS A REPRESENTATION OR WARRANTY
BY THE DEBTORS, OR ANY OTHER PERSON, THAT THE FINANCIAL PROJECTIONS WILL BE
REALIZED. ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE PRESENTED IN THE
FINANCIAL PROJECTIONS.

B. BEST INTERESTS TEST

Even if the Plan is accepted by all holders of Eligible Claims, the
Bankruptcy Code requires that the Bankruptcy Court find that the Plan is in the
best interests of all holders of Claims and Equity Interests that are Impaired
by the Plan and that have not accepted the Plan as a requirement to confirm the
Plan. The "best interests" test, set forth in section 1129(a)(7) of the
Bankruptcy Code, requires the Bankruptcy Court to find either that all members
of an Impaired class of Claims or Equity Interests have accepted the plan or
that the plan will provide a member who has not accepted the plan with a
recovery of property of a value, as of the effective date of the plan, that is
not less than the amount that such holder would receive or retain if the debtor
were liquidated under Chapter 7 of the Bankruptcy Code on such date.

To calculate the probable distribution to members of each Impaired class of
Claims and Equity Interests if a debtor were liquidated under Chapter 7, the
Bankruptcy Court must first determine the aggregate dollar amount that would be
generated from the disposition of the Debtors' assets if their Chapter 11 Cases
were converted to Chapter 7 cases under the Bankruptcy Code. This "liquidation
value" would consist primarily of the proceeds from a forced sale of the
Debtors' assets by a Chapter 7 trustee.

The amount of liquidation value available to holders of unsecured Claims
against the Debtors would be reduced by, first, the claims of secured creditors
(to the extent of the value of their collateral), and second, by the costs and
expenses of liquidation, as well as by other administrative expenses and costs
of both the Chapter 7 cases and the Chapter 11 Cases. Costs of a liquidation of
the Debtors under Chapter 7 of the Bankruptcy Code would include the
compensation of a Chapter 7 trustee, as well as of counsel and other
professionals retained by the trustee, asset disposition expenses, all unpaid
expenses incurred by the Debtors in the Chapter 11 Cases (such as compensation
of attorneys, financial advisors, and accountants) that are allowed in the
Chapter 7 cases, litigation costs, and claims arising from the operations of the
Debtors during the pendency of the Chapter 11 Cases. The liquidation itself
would trigger certain priority payments that otherwise would be due in the
ordinary course of business. Those priority claims would be paid in full from
the liquidation proceeds before the balance would be made available to pay
unsecured Claims or to make any distribution in respect of Equity Interests. The
liquidation would also prompt the rejection of executory contracts and unexpired
leases and thereby create a significantly greater amount of unsecured Claims.
70

In a Chapter 7 liquidation, no junior class of Claims or Equity Interests
may be paid unless all classes of Claims or Equity Interests senior to such
junior class are paid in full. Section 510(a) of the Bankruptcy Code provides
that subordination agreements are enforceable in a bankruptcy case to the same
extent that such subordination is enforceable under applicable non-bankruptcy
law. Therefore, no class of Claims or Equity Interests that is contractually
subordinated to another class would receive any payment on account of its Claims
or Equity Interests, unless and until such senior class were paid in full.

Once the Bankruptcy Court ascertains the recoveries in liquidation of the
Debtors' secured and priority creditors, it would then determine the probable
distribution to unsecured creditors from the remaining available proceeds of the
liquidation. If this probable distribution has a value greater than the value of
distributions to be received by the unsecured creditors under the Plan, then the
Plan is not in the best interests of creditors and cannot be confirmed by the
Bankruptcy Court. As shown in the Liquidation Analysis attached hereto as
Exhibit C, Group believes that each member of each Class of Impaired Claims and
Equity Interests will receive at least as much, if not more, under the Plan as
they would receive if the Debtors were liquidated.

C. LIQUIDATION ANALYSIS

As noted above, the Debtors believe that under the Plan all holders of
Impaired Claims and Equity Interests will receive property with a value not less
than the value such holder would receive in a liquidation of the Debtors under
Chapter 7 of the Bankruptcy Code. The Debtors' belief is based primarily on (i)
consideration of the effects that a Chapter 7 liquidation would have on the
ultimate proceeds available for distribution to holders of Impaired Claims and
Equity Interests, including (a) the increased costs and expenses of a
liquidation under Chapter 7 arising from fees payable to a Chapter 7 trustee and
professional advisors to the trustee, (b) the erosion in value of assets in a
Chapter 7 case in the context of the rapid liquidation required under Chapter 7
and the "forced sale" atmosphere that would prevail, (c) the adverse effects on
the Debtors' businesses as a result of the likely departure of key employees and
the probable loss of customers, (d) the substantial increases in claims, such as
estimated contingent claims, which would be satisfied on a priority basis or on
parity with the holders of Impaired Claims and Equity Interests of the Chapter
11 Cases, (e) the reduction of value associated with a Chapter 7 trustee's
operation of the Debtors' businesses, and (f) the substantial delay in
distributions to the holders of Impaired Claims and Equity Interests that would
likely ensue in a Chapter 7 liquidation and (ii) the liquidation analysis
prepared by the Debtors, which is attached hereto as Exhibit C.

The Debtors believe that any liquidation analysis is speculative, as such
an analysis necessarily is premised on assumptions and estimates which are
inherently subject to significant uncertainties and contingencies, many of which
would be beyond the control of the Debtors. Thus, there can be no assurance as
to values that would actually be realized in a Chapter 7 liquidation, nor can
there be any assurance that a Bankruptcy Court would accept the Debtors'
conclusions or concur with such assumptions in making its determinations under
section 1129(a)(7) of the Bankruptcy Code.

For example, the Liquidation Analysis necessarily contains an estimate of
the amount of Claims which will ultimately become Allowed Claims. This estimate
is based solely upon the Debtors' review of its books and records and the
Debtors' estimates as to additional Claims that may be filed in the Chapter 11
Cases or that would arise in the event of a conversion of the case from Chapter
11 to Chapter 7. No order or finding has been entered by the Bankruptcy Court or
any other court estimating or otherwise fixing the amount of Claims at the
projected-amounts of Allowed Claims set forth in the Liquidation Analysis. In
preparing the Liquidation Analysis, the Debtors have projected an amount of
Allowed Claims that is at the lower end of a range of reasonableness such that,
for purposes of the Liquidation Analysis, the largest possible liquidation
dividend to holders of Allowed Claims can be assessed. The estimate of the
amount of Allowed Claims set forth in the Liquidation Analysis should not be
relied on for any other purpose, including any determination of the value of any
distribution to be made on account of Allowed Claims under the Plan.

To the extent that Confirmation of the Plan requires the establishment of
amounts for the Chapter 7 liquidation value of the Debtors, funds available to
pay Claims, and the reorganization value of the Debtors, the Bankruptcy Court
will determine those amounts at the Confirmation Hearing. Accordingly, the
annexed

Liquidation Analysis is provided solely to disclose to holders the effects of a
hypothetical Chapter 7 liquidation of the Debtors, subject to the assumptions
set forth therein.

D. VALUATION OF THE REORGANIZED DEBTORS

In connection with certain matters relating to the Plan, the Debtors
directed Rothschild to prepare a valuation analysis of the Debtors' business and
New Securities to be issued under the Plan. The valuation analysis was prepared
by Rothschild based on the Financial Projections and financial and market
conditions prevailing as of March 22, 2002. Specifically, the valuation was
developed for purposes of assisting the Debtors in evaluating (i) the relative
recoveries of holders of Allowed Claims and Equity Interests and (ii) whether
the Plan met the "best interest test" under the Bankruptcy Code.

In preparing its analysis, Rothschild has, among other things: (i) reviewed
certain recent publicly available financial results of the Debtors; (ii)
reviewed certain internal financial and operating data of the Debtors; (iii)
discussed with certain senior executives the current operations and prospects of
the Debtors; (iv) reviewed certain operating and financial forecasts prepared by
the Debtors, including the Financial Projections; (v) discussed with certain
senior executives of the Debtors key assumptions related to the Financial
Projections; (vi) prepared discounted cash flow analyses based on the Financial
Projections, utilizing various discount rates; (vii) considered the market value
of certain publicly-traded companies in businesses reasonably comparable to the
operating business of the Debtors; (viii) considered certain economic and
industry information relevant to the operating business of the Debtors; and (ix)
conducted such other analyses as Rothschild deemed necessary under the
circumstances.

Rothschild assumed, without independent verification, the accuracy,
completeness and fairness of all of the financial and other information
available to it from public sources or as provided to Rothschild by the Debtors
or their representatives. Rothschild also assumed that the Financial Projections
have been reasonably prepared on a basis reflecting the Debtors' best estimates
and judgment as to future operating and financial performance. The Financial
Projections assume the Debtors will achieve certain customer growth and pricing
levels for its product offerings. To the extent that the Debtors do not meet
such customer growth and/or pricing levels during the projected period, such
variances may have a material impact on the operating and financial forecast and
on the valuation. Rothschild did not make any independent evaluation of the
Debtors' assets, nor did Rothschild verify any of the information it reviewed.
To the extent the valuation is dependent upon the Reorganized Debtors'
achievement of the Financial Projections, the valuation must be considered
speculative.

In addition to the foregoing, Rothschild relied upon the following
assumptions with respect to the valuation of the Debtors:

- the Effective Date occurs on or about September 30, 2002;

- the pro forma debt levels of Group estimated as of September 30, 2002,
would be $456.5 million of secured debt, $8.2 million of capital lease
obligations, $133.6 million, with DTI, or $120.1 million, without DTI, of
New Junior Preferred Stock and $53.75 million of New Senior Convertible
Preferred Stock;

- as of September 30, 2002, the Debtors and their Subsidiaries would have
an estimated $79.1 million in Cash after making all distributions
required pursuant to the Plan; and

- general financial and market conditions as of the date of this Disclosure
Statement do not differ materially from those conditions prevailing as of
March 22, 2002.

As a result of such analyses, review, discussions, considerations and
assumptions, Rothschild presented to the Debtors estimates that the total
enterprise value ("TEV") of the Debtors is a range of approximately $691 million
to $965 million with a mid-point value of $828 million. Rothschild reduced such
mid-point TEV estimate by the estimated pro forma net debt levels of the Debtors
as of September 30, 2002 (approximately $377.4 million, either with or without
DTI) and $133.6 million, with DTI, or $120.1, without DTI, of New Junior
Preferred Stock to calculate the implied reorganized equity value of Group.
Rothschild estimates that

the Debtors' mid-point total reorganized equity value, assuming full conversion
of the New Senior Convertible Preferred Stock, will range from $317.0 million,
with DTI, to $330.5 million, without DTI. Based on the foregoing valuations and
the distribution of the New Stock described herein, holders of Allowed Class 4
Claims will receive approximately a 60.0%, with DTI, to 60.7%, without DTI,
recovery on their Allowed Claims and holders of Allowed Class 5 Claims will
receive approximately a 40.2%, with DTI, to 42.9%, without DTI, recovery on
their Allowed Claims. These estimated ranges of values represent a hypothetical
value that reflects the estimated intrinsic value of the Debtors derived through
the application of various valuation methodologies. The equity value ascribed in
the analysis does not purport to be an estimate of the post-reorganization
market trading value. Such trading value may be materially different from the
implied equity value ranges associated with Rothschild's valuation analysis.
Rothschild's estimate is based on economic, market, financial and other
conditions as they exist on, and on the information made available as of, March
22, 2002. It should be understood that, although subsequent developments may
affect Rothschild's conclusions, Rothschild does not have any obligation to
update, revise or reaffirm its estimate.

The summary set forth above does not purport to be a complete description
of the analyses performed by Rothschild. The preparation of an estimate involves
various determinations as to the most appropriate and relevant methods of
financial analysis and the application of these methods in the particular
circumstances and, therefore, such an estimate is not readily susceptible to
summary description. The value of an operating business is subject to
uncertainties and contingencies that are difficult to predict and will fluctuate
with changes in factors affecting the financial conditions and prospects of such
a business. As a result, the estimate of implied equity value set forth herein
is not necessarily indicative of actual outcomes, which may be significantly
more or less favorable than those set forth herein. In addition, estimates of
implied equity value do not purport to be appraisals, nor do they necessarily
reflect the values that might be realized if assets were sold. The estimates
prepared by Rothschild assume that the Reorganized Debtors will continue as the
owners and operators of their businesses and assets. Depending on the results of
the Debtors' operations or changes in the financial markets, actual total
enterprise value may differ from Rothschild's valuation analysis disclosed
herein.

In addition, the valuation of New Securities is subject to additional
uncertainties and contingencies, all of which are difficult to predict. Actual
market prices of such securities at issuance will depend upon, among other
things, prevailing interest rates, conditions in the financial markets, the
anticipated initial securities holdings of prepetition creditors, some of which
may prefer to liquidate their investment rather than hold it on a long-term
basis, and other factors that generally influence the prices of securities.
Actual market prices of such securities also may be affected by other factors
not possible to predict. Accordingly, the implied equity value estimated by
Rothschild does not necessarily reflect, and should not be construed as
reflecting, values that will be attained in the public or private markets.
Rothschild does not make any representation or warranty as to the fairness of
the terms of the Plan.

THE FOREGOING VALUATION IS BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS
WHICH ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES
BEYOND THE CONTROL OF THE DEBTORS OR THE REORGANIZED DEBTORS. ACCORDINGLY, THERE
CAN BE NO ASSURANCE THAT THE RANGES REFLECTED IN THE VALUATION WOULD BE REALIZED
IF THE PLAN WERE TO BECOME EFFECTIVE, AND ACTUAL RESULTS COULD VARY MATERIALLY
FROM THOSE SHOWN HERE.

IX. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

The Debtors believe that the Plan affords holders of Impaired Claims and
Impaired Equity Interests the potential for the greatest realization on the
Debtors' assets and, therefore, is in the best interests of such holders. If,
however, the Requisite Acceptances are not received, or the Requisite
Acceptances are received, the Chapter 11 Cases are commenced, and the Plan is
not subsequently confirmed and consummated, the theoretical alternatives
include: (i) commencement of "non-prepackaged" or "traditional" Chapter 11
Cases,

(ii) formulation of an alternative plan or plans of reorganization, or (iii)
liquidation of the Debtors under Chapter 7 or 11 of the Bankruptcy Code.

A. COMMENCEMENT OF A "TRADITIONAL" CHAPTER 11 CASE

If the Requisite Acceptances are not received, the Debtors nevertheless
could commence "traditional" Chapter 11 Cases, in which circumstance it could
continue to operate its businesses and manage its properties as a
debtor-in-possession, but would become subject to the numerous restrictions
imposed on debtors-in-possession by the Bankruptcy Code. It is not clear whether
the Debtors could survive as a going concern in a protracted Chapter 11 Case.
They could have difficulty sustaining operations in the face of the high costs,
erosion of customer confidence, loss of key employees and liquidity difficulties
that could well result if it remained a Chapter 11 debtor-in-possession for any
length of time. Ultimately, the Debtors (or other parties in interest) could
propose another plan or liquidate the Debtors under Chapter 7 or Chapter 11 of
the Bankruptcy Code.

B. ALTERNATIVE PLAN(S)

If the Requisite Acceptances are not received or if the Plan is not
confirmed, the Debtors (or, if the Debtors' exclusive periods in which to file
and solicit acceptances of a reorganization plan have expired, any other
party-in-interest) could attempt to formulate and propose a different plan or
plans of reorganization. Such a plan or plan(s) might involve either a
reorganization and continuation of the Debtors' businesses or an orderly
liquidation of assets.

With respect to an alternative plan, the Debtors have explored various
other alternatives in connection with the extensive negotiation process involved
in the formulation and development of the Plan. The Debtors believe that the
Plan, as described herein, which is the result of extensive negotiations between
the Debtors and various constituencies, enables holders of Impaired Claims and
Equity Interests to realize the greatest possible value under the circumstances,
and that, as compared to any alternative plan of reorganization, the Plan has
the greatest chance to be confirmed and consummated.

C. LIQUIDATION UNDER CHAPTER 7 OR CHAPTER 11

If no plan is confirmed, the Chapter 11 Cases may be converted to cases
under Chapter 7 of the Bankruptcy Code, pursuant to which a trustee would be
elected or appointed to liquidate the Debtors' assets for distribution to
creditors in accordance with the priorities by the Bankruptcy Code. It is
impossible to predict precisely how the proceeds of the liquidation would be
distributed to the respective holders of Claims against or Equity Interests in
the Debtors.

The Debtors believe that in liquidation under Chapter 7, before creditors
received any distribution, additional administrative expenses involved in the
appointment of a trustee or trustees and attorneys, accountants and other
Professionals to assist such trustees would cause a substantial diminution in
the value of the Debtors' assets. The assets available for distribution to
creditors would be reduced by such additional expenses and by Claims, some of
which would be entitled to priority, which would arise by reason of the
liquidation and from the rejection of leases and other executory contracts in
connection with the cessation of operations and the failure to realize the
greater going concern value of the Debtors' assets.

The Debtors could also be liquidated pursuant to the provisions of Chapter
11 plans of reorganization. In a liquidation under Chapter 11, the Debtors'
assets could be sold in an orderly fashion over a more extended period of time
than in a liquidation under Chapter 7. Thus, a Chapter 11 liquidation might
result in larger recoveries than in a Chapter 7 liquidation, but the delay in
distributions could result in lower present values received and higher
administrative costs. Because a trustee is not required in a Chapter 11 Case,
expenses for professional fees could be lower than in a Chapter 7 case, in which
a trustee must be appointed. Any distribution to the holders of Claims and
Equity Interests under a Chapter 11 liquidation plan probably would be delayed
substantially.

Although preferable to a Chapter 7 liquidation, the Debtors believe that
any alternative liquidation under Chapter 11 is a much less attractive
alternative to creditors than the Plan because of the greater return the Debtors
anticipate is provided by the Plan. THE DEBTORS BELIEVE THAT THE PLAN AFFORDS
SUBSTANTIALLY GREATER BENEFITS TO HOLDERS OF IMPAIRED CLAIMS AND EQUITY
INTERESTS THAN WOULD ANY OTHER REASONABLY CONFIRMABLE REORGANIZATION PLAN OR
LIQUIDATION UNDER ANY CHAPTER OF THE BANKRUPTCY CODE.

The Liquidation Analysis, prepared by the Debtors with their financial
advisors, is premised upon a liquidation in a Chapter 7 case and is attached
hereto as Exhibit C. In the analysis, the Debtors have taken into account the
nature, status, and underlying value of the assets of the Debtors, the ultimate
realizable value of such assets, and the extent to which the assets are subject
to liens and security interests.

Based on the Debtors' experience in the restructuring of business
operations in the several years prior to the Petition Date and its experience in
seeking investors, the Debtors have no knowledge of a buyer ready, willing, and
able to purchase the Debtors as a whole or even to purchase significant portions
of the Debtors as ongoing businesses. Therefore, the likely form of any
liquidation would be the sale of individual assets. Based on this analysis, it
is likely that a liquidation of the Debtors' assets would produce less value for
distribution to creditors than that recoverable in each instance under the Plan.
In the opinion of the Debtors, the recoveries projected to be available in
liquidation are not likely to afford holders of Claims and Equity Interests as
great a realization potential as does the Plan.

X. CERTAIN FACTORS TO BE CONSIDERED

Holders of Eligible Claims should consider the risks and uncertainties
below in making their decision regarding whether to vote to accept the Plan. The
risks and uncertainties described below are not the only ones the Debtors face.
Additional risks and uncertainties not presently known to the Debtors or that
they currently deem immaterial may also harm their businesses.

A. GENERAL

While the Debtors would hope that a Chapter 11 filing solely for the
purpose of implementing an agreed-upon restructuring would be of short duration
and would not be seriously disruptive to its business, the Debtors cannot be
certain that this would be the case. Although the Plan is designed to minimize
the length of the Chapter 11 Cases, it is impossible to predict with certainty
the amount of time that the Debtors may spend in Chapter 11 or to assure that
the Plan will be confirmed.

Even if confirmed on a timely basis, a Chapter 11 proceeding to confirm the
Plan could have an adverse effect on the Debtors' business. Among other things,
it is possible that a bankruptcy proceeding could adversely affect (i) the
Subsidiaries' relationships with their key suppliers, (ii) the Subsidiaries'
relationships with their customers, particularly those that depend on any
Subsidiary as a primary supplier, (iii) the Subsidiaries' relationships with
their employees, (iv) the legal rights and obligations of the Subsidiaries under
agreements that may be in default as a result of the Chapter 11 Case, and (v)
Group's ability to list or quote the New Securities on a national securities
exchange, or United States automated interdealer quotation system.

A Chapter 11 proceeding also will involve additional expenses and will
divert the attention of the Debtors' management from operation of their business
and implementation of the strategic plan.

The extent to which a Chapter 11 proceeding disrupts the Debtors' business
will likely be directly related to the length of time it takes to complete the
proceeding. If the Debtors are unable to obtain Confirmation of the Plan on a
timely basis because of a challenge to the Plan or a failure to satisfy the
conditions to the Plan, they may be forced to operate in Chapter 11 for an
extended period while they try to develop a different reorganization plan that
can be confirmed. That would increase both the probability and the magnitude of
the adverse effects described above.

B. BUSINESS AND INDUSTRY RISKS

1. DEBT AND CASH FLOW

Upon Confirmation and effectiveness of the Plan, Viasystems will continue
to have substantial outstanding indebtedness. On the Effective Date and after
giving effect to the Rights Offering and the Hicks Muse Exchange, Viasystems'
total outstanding debt obligations will be approximately $456.5 million. In
addition, Viasystems will have up to approximately $51.3 million in additional
borrowing capacity under the Exit Facility (with the ability to increase such
capacity to $61.85 million). See Section IV.K.5 -- "SUMMARY OF THE PLAN -- MEANS
FOR IMPLEMENTATION OF THE PLAN -- NEW SENIOR CREDIT AGREEMENT." This substantial
(albeit significantly reduced) leverage may have important consequences for the
Debtors, including (i) making it difficult for the Debtors to satisfy their
other financial obligations, (ii) placing the Debtors at a competitive
disadvantage compared to their competitors that have less debt, and (iii) making
it difficult for the Debtors to obtain additional financing in the future for
working capital, capital expenditures, and other purposes.

Assuming consummation of the Plan, the Debtors' ability to meet their debt
service obligations and to reduce their total indebtedness will depend on the
Debtors' future operating performance. The Debtors' future operating performance
may depend on their ability to maintain their existing customer base, expand
service offerings and attract new customers, which may require additional
financing. In addition, the Debtors' future operating performance will depend on
economic, competitive, regulatory, legislative and other factors affecting their
business that are beyond their control.

The Debtors, on a consolidated basis, have incurred net losses of
approximately $587.0 million, $136.0 million, and $720.3 million for the years
ended December 31, 2001, 2000, and 1999, respectively and may incur significant
losses in the foreseeable future.

2. INCREASED COMPETITION

The EMS industry is highly competitive. The Debtors compete against
numerous U.S. and foreign EMS providers. In addition, current and prospective
customers continually evaluate the merits of manufacturing products internally.
The trend towards consolidation in the EMS industry results in a continually
changing competitive landscape. The consolidation trend in the industry also
results in larger and more geographically diverse competitors that have
significant combined resources with which to compete against the Debtors. Some
of the Debtors' competitors have substantially greater managerial,
manufacturing, financial, systems, sales and marketing resources than the
Debtors. These potential competitors may (i) benefit from greater name
recognition, critical mass and geographic and market presence, (ii) take greater
advantage of acquisition opportunities, (iii) position themselves better to
compete on price for their products, (iv) respond more quickly to new or
emerging technologies, (v) adapt more quickly to changes in customer
requirements, and (vi) devote greater resources to the development, promotion
and sale of their products.

The Debtors may be operating at a cost disadvantage compared to
manufacturers who have greater direct buying power from component suppliers,
distributors and raw material suppliers or who have lower cost structures than
the Debtors. As a result, some of the Debtors' competitors may be able to obtain
business from the Debtors' customers. Some of the Debtors' manufacturing
processes are not subject to significant proprietary protection, and companies
with greater resources or a greater market presence may enter the Debtors'
market or increase their competition with the Debtors. Increased competition
could result in price reductions, reduced sales, margin pressure or loss of
market share.

3. DEMAND VOLATILITY

EMS providers must provide increasingly rapid product turnaround for their
customers. The Debtors generally do not obtain firm, long-term purchase
commitments from their customers and the Debtors continue to experience reduced
lead-times in customer orders. Customers may cancel, reduce or delay their
orders. Order cancellations, reductions or delays by a significant customer or
by a group of customers have and could continue to harm the Debtors' operating
results. Furthermore, the Debtors' customers and potential customers

could decide to manufacture in house the products the Debtors offer. To be
successful, the Debtors must excel in terms of service, product quality and
price not only compared to their direct competitors but also compared to the
Debtors' customers' internal manufacturing capabilities.

On occasion, customers may require rapid increases in production, which can
stress the Debtors' resources and reduce operating margins. Although the Debtors
have available manufacturing capacity, the Debtors may not have sufficient
capacity at any given time to meet all of their customers' demands concurrently.
In addition, because many of the Debtors' operating expenses are relatively
fixed, a reduction in customer demand can dramatically harm the Debtors' gross
margins and operating results on a short term basis. Customers often expect
decreased prices over time.

In addition, the Debtors make significant decisions, including
determinations regarding the level of business the Debtors will seek and accept,
production schedules, component procurement commitments, personnel needs and
other resource requirements based on the Debtors' estimates of customer
requirements. The short-term nature of the Debtors' customers' commitments and
the possibility of rapid changes in demand for their products impairs the
Debtors' ability to estimate their future customer requirements accurately. As a
consequence of the above factors, many of which are beyond the Debtors' control,
the Debtors' quarterly results may vary significantly.

4. DEPENDENCE UPON KEY PERSONNEL

The Debtors' future success depends in large part on the continued service
of its key technical and management personnel and the Debtors' ability to
continue to attract and retain qualified employees. The competition for these
individuals is intense, and the loss of key employees, generally none of whom is
subject to an employment agreement for a specified term, may have a material
adverse effect on the Debtors.

5. DECLINE IN MARKET DEMAND

The demand for the Debtors' products depends upon the general economic
conditions of the markets in which the Debtors compete. Downward economic cycles
may result in lower sales, which may reduce the Debtors' ability to make
payments on its financial obligations or impact the value of the Group's equity.

6. CYCLICAL FLUCTUATIONS

The Debtors' business is focused in the telecommunications and networking
industries, with approximately 53.6% of net sales for the year ended December
31, 2001 coming from businesses within those industries. These industry segments
are subject to rapid technological change and product obsolescence. To the
extent these industries continue to experience weakened demand, the Debtors'
revenues and profitability could suffer.

7. RELIANCE UPON MAJOR CUSTOMERS

Sales to the Debtors' ten largest customers have represented a significant
portion of the Debtors' net sales in recent periods. The Debtors' ten largest
customers accounted for approximately 61% of its net sales for the year ended
December 31, 2001. The identities of the Debtors' principal customers have
varied from year to year, and the Debtors' principal customers may not continue
to purchase services from the Company at current levels, if at all. Significant
reductions in sales to any of these customers or the loss of major customers
could seriously harm the Debtors' business. If the Debtors are not able to
timely replace expired, canceled or reduced customer contracts with new
business, their revenues will decrease.

8. INTERNATIONAL OPERATIONS

Approximately 46% of the Debtors' net sales for the year ended December 31,
2001 were attributable to the Subsidiaries located outside North America. In
addition, it is expected that the percentage of the Debtors' net sales
attributable to operations located outside North America will continue to
increase for the foreseeable future. Because the Debtors have broad geographic
coverage, they have exposure to political and economic

risks. Along with the risks associated with rapid growth discussed above,
international operations pose special, additional risks, including (i) economic
or political instability, (ii) foreign exchange rate fluctuations, (iii)
difficulties in staffing and managing foreign personnel, and (iv) cultural
differences.

As the Debtors continue to grow their international presence, these risks
may increase. In addition, changes in policies by the U.S. government or foreign
governments could negatively affect the Debtors' operating results due to
changes in duties, tariffs, taxes or limitations on currency or fund transfers.

9. FOREIGN CURRENCY FLUCTUATIONS

To the extent that the Debtors incur costs in one currency and make sales
in another their profit margins may be affected by changes in the exchange rates
between the two currencies, primarily as a result of currency translation. Most
of the Debtors' sales have historically been made in U.S. dollars and European
and Asian currencies. The Debtors generally try to match the currencies of its
sales with those of its operating expenses. Volatility in currency exchange
rates may generate losses which could have a material adverse effect on the
Debtors' financial condition or results of operations.

10. ENVIRONMENTAL REMEDIATION

Two of the Debtors' facilities that were closed during 2001 and have no
ongoing production are currently undergoing remediation procedures. While the
cost of the remediation could be material, the prior owners of the facilities
are conducting the requisite remedial actions and have agreed to indemnify the
Company for costs associated with the remediations. The Debtors believe that any
environmental liability which the Debtors may incur for known matters and
environmental compliance will not have a material effect on the Debtors'
financial position. Nevertheless, the Debtors cannot guarantee that their costs
relating to such matters will not be greater than they currently expect or that
additional remediation and compliance obligations that require the Debtors to
make material expenditures will not arise.

11. RAW MATERIALS

The Debtors rely on a limited number of suppliers for certain raw materials
components. In many cases, the Debtors do not have any long-term supply
agreements. Shortages of materials and components have occurred from time to
time and could occur in the future. Raw materials or component shortages could
interrupt manufacturing, disrupt schedules and production or result in shipping
delays or increased prices, any of which could adversely affect the Debtors'
ability to manufacture products for their customers on a timely basis or at
acceptable cost. Moreover, the consolidation trend in the Debtors' suppliers'
industry results in changes in supply relationships and in the price,
availability and quality of components and raw materials.

C. TRANSACTIONS WITH AFFILIATES

1. DIRECTORS' AFFILIATION WITH HICKS MUSE

Thomas O. Hicks and Jack D. Furst, each members of the Debtors' Boards of
Directors, are principals of Hicks Muse and have substantial economic interests
therein. The Right Honorable Brian Mulroney, a member of Group's Board of
Directors, is an employee of Hicks Muse. Additionally David M. Sindelar, Richard
W. Vieser and Kenneth Yontz, each a member of the Debtors' Boards of Directors
and a member of the Special Committee, have invested an aggregate of $500,000,
$1,000,000 and $2,000,000, respectively, in certain Hicks Muse entities that
hold Bank Debt, Senior Notes, Subordinated Notes, and Existing Group Stock.

Thomas O. Hicks, David M. Sindelar, Jack D. Furst, Richard W. Vieser, and
William H. Cunningham, each members of the Board of Directors of Group and
(other than Mr. Cunningham) Viasystems, also serve on the Boards of Directors of
other entities that are affiliated with Hicks Muse, including International Wire
Holding Company (Messrs. Sindelar, Furst, and Vieser), International Wire Group,
Inc. (Messrs. Sindelar, Furst, and Vieser), Home Interiors & Gifts, Inc.
(Messrs. Hicks and Furst), LLS Corp. (Mr. Sindelar), Cooperative Computing, Inc.
(Messrs. Hicks and Furst), and LIN TV, Corp. (Mr. Cunningham).

2. SENIOR NOTES

On July 19, 2001, Viasystems issued $100 million principal amount of Senior
Notes and Group issued warrants to purchase 10 million shares of Existing Group
Common Stock to Hicks Muse for an aggregate purchase price of $100 million.

3. HICKS MUSE ACQUISITION OF VIASYSTEMS INDEBTEDNESS

Hicks Muse holds $232.1 million of Subordinated Notes and a participation
interest in $51.2 million of Existing Bank Debt, acquired through open market
purchases at a discount to face amount.

4. TRANSACTIONS WITH EUROPEAN PCB GROUP

In the first quarter of 2000, immediately prior to Group's initial public
offering, Group transferred all of the capital stock of certain businesses in
Europe to a new entity formed by Group's pre-IPO stockholders, European PCB
Group (Cayman Islands), Ltd. ("European PCB Group"), in exchange for a
subordinated promissory note in the aggregate principal amount of $124.0
million. In the third quarter of 2001, such promissory note was written-off.
Subsequent to such transfer, the Debtors have continued to purchase and receive
products and other services, on an arms-length basis, from European PCB Group.

In 2001, the Debtors purchased an aggregate of $17.1 million of printed
circuit boards and other products from European PCB Group and had sales of $6.4
million to European PCB Group. In addition, the Debtors paid approximately $4.4
million in sales-force fees and commissions to European PCB Group and received
$1.5 million in management fees from European PCB Group during the year ended
December 31, 2001. Additionally, on January 31, 2002, Viasystems and European
PCB Group entered into a settlement agreement with respect to the DTI Guaranty
pursuant to which Viasystems and European PCB Group jointly and severally agreed
to pay up to a maximum of L12 million.

5. PURCHASES FROM INTERNATIONAL WIRE GROUP, INC.

In the first quarter of 2000, concurrently with Group's initial public
offering, the Debtors acquired all of the outstanding shares of Wirekraft
Industries, Inc., a wholly owned subsidiary of International Wire Group, Inc.,
an affiliate of Hicks Muse for a purchase price of $210 million.

Wirekraft Industries, Inc., a Subsidiary of Group, purchased an aggregate
of $36.8 million of product from International Wire Group, Inc., an affiliate of
Hicks Muse, during the year ended December 31, 2001. Thomas O. Hicks, Chairman
of the Debtors' Boards of Directors, is a principal of Hicks Muse. Jack D.
Furst, a principal of Hicks Muse, David M. Sindelar and Richard W. Vieser, each
members of the Debtors' Boards of Directors, are members of the Boards of
Directors of International Wire Group, Inc.

D. FAILURE TO RECEIVE REQUISITE ACCEPTANCES

If the Requisite Acceptances are received, the Debtors intend to file
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code and to
seek, as promptly thereafter as practicable, Confirmation of the Plan. If the
Requisite Acceptances are not received, the Debtors may nevertheless file
petitions for relief under Chapter 11 and seek confirmation of a modified plan
notwithstanding the dissent of certain Classes of Claims or Equity Interests.
The Bankruptcy Court may confirm a modified plan pursuant to the "cramdown"
provisions of the Bankruptcy Code which allow the Bankruptcy Court to confirm a
plan that has been rejected by an impaired class of claims or equity interests
if it determines that the rejecting class is being treated appropriately given
the relative priority of the claims or equity interests in such class. In order
to confirm a plan against a dissenting class, the Bankruptcy Court must also
find that at least one impaired class has accepted the plan, with such
acceptance being determined without including the acceptance of any "insider" in
such class.

Alternatively, the Debtors may seek to accomplish an alternative
restructuring of their capitalization and their obligations to securityholders
and other creditors and obtain their consent to any such restructuring plan by
means of another out-of-court solicitation for acceptance of a plan of
reorganization for the Debtors, or
79

otherwise. There can be no assurance that the terms of any such alternative
restructuring arrangement or plan would be similar to or as favorable to the
holders of impaired Claims and Equity Interests as those proposed in the Plan.

E. FAILURE TO CONFIRM THE PLAN

Even if the Requisite Acceptances are received and, with respect to those
Classes deemed to have rejected the Plan, the requirements for "cramdown" are
met, the Bankruptcy Court, which as a court of equity may exercise substantial
discretion, may choose not to confirm the Plan. Section 1129 of the Bankruptcy
Code requires, among other things, a showing that Confirmation of the Plan will
not be followed by liquidation or the need for further financial reorganization
of the Debtors (see Section VIII.A -- "FEASIBILITY OF THE PLAN AND THE BEST
INTERESTS OF CREDITORS TEST -- FEASIBILITY OF THE PLAN") and that the value of
distributions to dissenting holders of Claims and Equity Interests may not be
less than the value such holders would receive if the Debtors were liquidated
under Chapter 7 of the Bankruptcy Code. See Section VIII.B -- "FEASIBILITY OF
THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST -- BEST INTERESTS TEST."
Although the Debtors believe that the Plan will meet such tests, there can be no
assurance that the Bankruptcy Court will reach the same conclusion.

Additionally, the Solicitation must comply with the requirements of section
1126(b) of the Bankruptcy Code and the applicable Federal Rules of Bankruptcy
Procedure with respect to the length of the Solicitation period, compliance with
applicable non-bankruptcy law, if any, and in the absence of applicable non-
bankruptcy law, the adequacy of the information contained in this Disclosure
Statement (as defined in section 1125(a)(1) of the Bankruptcy Code). If the
Bankruptcy Court were to find that the Solicitation did not so comply, all
acceptances received pursuant to the Solicitation could be deemed invalid and
the Debtors could be forced to resolicit acceptances under section 1125(b) of
the Bankruptcy Code, in which case Confirmation of the Plan could be delayed and
possibly jeopardized. The Debtors believe that the Solicitation complies with
the requirements of section 1126(b) of the Bankruptcy Code, that duly executed
Ballots will be in compliance with applicable provisions of the Bankruptcy Code,
and that if the Requisite Acceptances are received, the Plan should be confirmed
by the Bankruptcy Court.

The Debtors' ability to propose and confirm an alternative reorganization
plan is uncertain. Confirmation of any alternative reorganization plan under
Chapter 11 of the Bankruptcy Code would likely take significantly more time and
result in delays in the ultimate distributions to the holders of Eligible
Claims. If confirmation of an alternative plan of reorganization was not
possible, the Debtors would likely be liquidated. Based upon the Debtors'
analysis, liquidation under Chapter 7 would result in distributions of reduced
value to holders of Eligible Claims. See Section VIII -- "FEASIBILITY OF THE
PLAN AND THE BEST INTERESTS OF CREDITORS TEST." In a liquidation under Chapter
11, the Debtors' assets could be sold in an orderly fashion over a more extended
period of time than in a liquidation under Chapter 7. However, it is unlikely
that any liquidation would realize the full going concern value of their
businesses. Instead, the Debtors' assets would be sold separately. Consequently,
the Debtors believe that a liquidation under Chapter 11 would also result in
smaller distributions, if any, to the holders of Eligible Claims than those
provided for in the Plan.

F. FAILURE TO CONSUMMATE THE PLAN

Consummation of the Plan is conditioned upon, among other things, entry of
the Confirmation Order and an order (which may be the Confirmation Order)
approving the assumption and assignment of all executory contracts and unexpired
leases (other than those specifically rejected by the Debtors) to Reorganized
Group and Reorganized Viasystems or their assignees. As of the date of this
Disclosure Statement, there can be no assurance that any or all of the foregoing
conditions will be met (or waived) or that the other conditions to consummation,
if any, will be satisfied. Accordingly, even if the Plan is confirmed by the
Bankruptcy Court, there can be no assurance that the Plan will be consummated
and the Restructuring completed.

G. NEW STOCK RISKS

Following consummation of the Restructuring, it is not expected that a
market for any class of New Stock will exist. The Reorganized Debtors do not
expect to have any class of New Stock listed on a national securities exchange
or the NASDAQ Stock Market. The trading price of any class of New Stock in any
market, if any, will be affected by numerous factors. These include the risk
factors set forth in this Disclosure Statement, as well as prevailing economic
and financial trends and conditions in the public securities markets. The
trading price, if any, of New Stock may be affected by developments which may
not have any direct relationship with Group's business or long-term prospects.

The Reorganized Debtors do not expect to be subject to the reporting
requirements of sections 13 or 15(d) of the Exchange Act. Further, the
Reorganized Debtors do not contemplate providing holders of New Stock with any
of the information that otherwise would be required to be publicly disclosed
under sections 13 or 15(d) of the Exchange Act.

Following consummation of the Restructuring, the ownership of the New Stock
will be significantly more concentrated than was the ownership of the Existing
Group Stock prior to the Restructuring. Assuming that the current holders of
Senior Notes, the DTI Guaranty, and Subordinated Notes do not significantly
change prior to the consummation of the Restructuring, Group will be controlled
by Hicks Muse. Hicks Muse, which currently holds a participation interest in the
Existing Bank Debt, all of the Senior Notes, Subordinated Notes, and Equity
Interests in Group, will be Reorganized Group's largest shareholder with shares
of New Common Stock representing approximately 54.3%, with DTI, or 54.4%,
without DTI, of the New Common Stock on a fully diluted basis before giving
effect to any exercise of New Warrants or New Options. Hicks Muse may seek to
influence the direction of Reorganized Group and may have the ability to control
its management, policies and financing decisions, to elect a majority of the
members of its board and to control the vote on all matters coming before its
holders of New Stock.

Reorganized Group does not anticipate that any dividends will be paid with
respect to the New Common Stock in the foreseeable future.

H. CLAIMS ESTIMATIONS

There can be no assurance that the estimated amount of Claims and Equity
Interests set forth herein are correct and the actual Allowed amounts of Claims
and Equity Interests may differ from estimates. The estimated amounts are
subject to certain risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize or should underlying assumptions-prove
incorrect, the actual Allowed amounts of Claims and Equity Interests may vary
from those estimated therein.

I. CERTAIN TAX CONSIDERATIONS

THERE ARE A NUMBER OF MATERIAL INCOME TAX CONSIDERATIONS, RISKS AND
UNCERTAINTIES ASSOCIATED WITH CONSUMMATION OF THE PLAN. INTERESTED PARTIES
SHOULD READ CAREFULLY THE DISCUSSION SET FORTH IN SECTION VII -- "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN" FOR A DISCUSSION OF CERTAIN FEDERAL
INCOME TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED UNDER THE PLAN BOTH TO
GROUP AND TO HOLDERS OF CLAIMS THAT ARE IMPAIRED UNDER THE PLAN.

J. INHERENT UNCERTAINTY OF FINANCIAL PROJECTIONS

The Financial Projections cover the Debtors' operations through the period
ending December 31, 2007. These Financial Projections are based on numerous
assumptions that are an integral part of the Financial Projections, including
Confirmation and consummation of the Plan in accordance with its terms, the
anticipated future performance of Reorganized Debtors, industry performance,
general business and economic conditions, competition, adequate financing,
absence of material contingent or unliquidated litigation or indemnity claims,
and other matters, many of which are beyond the control of Reorganized Debtors
and some

or all of which may not materialize. In addition, unanticipated events and
circumstances occurring subsequent to the date of this Disclosure Statement may
affect the actual financial results of Reorganized Debtors' operations. These
variations may be material and may adversely affect the ability of the
Reorganized Debtors to pay the obligations owing to certain holders of Claims
entitled to distributions under the Plan and other post-Effective Date
indebtedness. Because the actual results achieved throughout the periods covered
by the Financial Projections may vary from the projected results, the Financial
Projections should not be relied upon as a guaranty, representation, or other
assurance of the actual results that will occur.

XI. THE SOLICITATION; VOTING PROCEDURES

A. VOTING DEADLINE

The period during which Ballots with respect to the Plan will be accepted
by the Debtors (and may be withdrawn or revoked unless the Bankruptcy Court
issues an order to the contrary) will terminate on the Voting Deadline. Except
to the extent the Debtors so determine or as permitted by the Bankruptcy Court,
Ballots that are received after the Voting Deadline will not be counted or
otherwise used by the Debtors in connection with the Debtors' request for
Confirmation of the Plan (or any permitted modification thereof).

The Debtors reserve the absolute right, at any time or from time to time,
to extend, by oral or written notice to the Solicitation Agent, the period of
time (on a daily basis, if necessary) during which Ballots will be accepted for
any reason including determining whether or not the Requisite Acceptances have
been received, by making a public announcement of such extension no later than
9:00 a.m., New York City time, on the first Business Day next succeeding the
previously announced Voting Deadline. Without limiting the manner in which the
Debtors may choose to make any public announcement, the Debtors will not have
any obligation to publish, advertise, or otherwise communicate any such public
announcement, other than by issuing a news release through the Dow Jones News
Service. There can be no assurance that the Debtors will exercise their right to
extend the Solicitation period for the receipt of Ballots.

B. VOTING PROCEDURES

Under the Bankruptcy Code, for purposes of determining whether the
Requisite Acceptances have been received, only holders of Impaired Claims who
actually vote will be counted. The failure of a holder to deliver a duly
executed Ballot will be deemed to constitute an abstention by such holder with
respect to voting on the Plan and such abstentions will not be counted as votes
for or against the Plan.

The Debtors are providing the Solicitation Package to holders of Eligible
Claims whose names (or the names of whose Nominees) appear as of the Voting
Record Date in the records maintained by the Debtors and the securityholders
list maintained by the indenture trustees. Nominees should provide copies of the
Solicitation Package to the beneficial owners of the Eligible Claims. Any
beneficial owner of Eligible Claims who has not received a Ballot should contact
his/her or its Nominee or the Solicitation Agent.

You should provide all of the information requested by the Ballots you
receive. You should complete and return all Ballots that you receive in the
return envelope provided with each such Ballot.

C. SPECIAL NOTE FOR HOLDERS OF SUBORDINATED NOTES

Only holders of Subordinated Notes as of the Voting Record Date are
entitled to vote on the Plan. The indenture trustee will not vote on behalf of
the holders of such notes. Holders must submit their own Ballots.

1. BENEFICIAL OWNERS

A beneficial owner holding Subordinated Notes as record holder in its own
name should vote on the Plan by completing and signing the enclosed Ballot and
returning it directly to the Solicitation Agent on or before the Voting Deadline
using the enclosed self-addressed, postage-paid envelope.

Any beneficial owner holding Subordinated Notes in "street name" through a
Nominee may vote on the Plan by one of the following two methods (as selected by
such beneficial owner's Nominee).

- Complete and sign the enclosed beneficial owner Ballot. Return the Ballot
to your Nominee as promptly as possible and in sufficient time to allow
such Nominee to process the Ballot and return it to the Solicitation
Agent by the Voting Deadline. If no self-addressed, postage-paid envelope
was enclosed for this purpose, contact the Solicitation Agent for
instructions.

- Complete and sign the pre-validated Ballot (as described below) provided
to you by your Nominee. Return the pre-validated Ballot to the
Solicitation Agent by the Voting Deadline using the enclosed
self-addressed, postage-paid envelope.

Any Ballot returned to a Nominee by a beneficial owner will not be counted
for purposes of acceptance or rejection of the Plan until such Nominee properly
completes and delivers to the Solicitation Agent that Ballot or a Master Ballot
that reflects the vote of such beneficial owner.

2. NOMINEES

A Nominee that on the Voting Record Date is the registered holder of
Subordinated Notes for a beneficial owner should obtain the votes of the
beneficial owners of such Subordinated Notes, consistent with customary
practices for obtaining the votes of securities held in "street name," in one of
the following two ways:

a. Pre-Validated Ballots

A Nominee may pre-validate a Ballot by: (i) signing the Ballot; (ii)
indicating on the Ballot the name of the registered holder and the amount
of Subordinated Notes held by the Nominee; and (iii) forwarding such Ballot
together with the Solicitation Package and other materials requested to be
forwarded, to the beneficial owner for voting. The beneficial owner must
then complete the information requested in the Ballot, review the
certifications contained in the Ballot, and return the Ballot directly to
the Solicitation Agent in the pre-addressed, postage paid envelope so that
it is received by the Solicitation Agent before the Voting Deadline. A list
of the beneficial owners to whom "pre-validated" Ballots were delivered
should be maintained by the Nominee for inspection for at least one year
from the Voting Deadline.

b. Master Ballots

A Nominee may obtain the votes of beneficial owners by forwarding to
the beneficial owners the unsigned Ballots, together with the Disclosure
Statement, a return envelope provided by, and addressed to, the Nominee,
and other materials requested to be forwarded. Each such beneficial owner
must then indicate his/her or its vote on the Ballot, complete the
information requested in the Ballot, review the certifications contained in
the Ballot, execute the Ballot, and return the Ballot to the Nominee. After
collecting the Ballots, the Nominee should, in turn, complete a Master
Ballot compiling the votes and other information from the Ballot, execute
the Master Ballot, and deliver the Master Ballot to the Solicitation Agent
so that it is received by the Solicitation Agent before the Voting
Deadline. All Ballots returned by beneficial owners should either be
forwarded to the Solicitation Agent (along with the Master Ballot) or
retained by Nominees for inspection for at least one year from the Voting
Deadline.

EACH NOMINEE SHOULD ADVISE ITS BENEFICIAL OWNERS TO RETURN THEIR BALLOTS TO
THE NOMINEE BY A DATE CALCULATED BY THE NOMINEE TO ALLOW IT TO PREPARE AND
RETURN THE MASTER BALLOT TO THE SOLICITATION AGENT SO THAT IT IS RECEIVED BY THE
SOLICITATION AGENT BEFORE THE VOTING DEADLINE.

3. SECURITIES CLEARING AGENCIES

The Debtors expect that the Depository Trust Company, as a Nominee holder
of Subordinated Notes, will arrange for its participants to vote by executing an
omnibus proxy in favor of such participants. As a result

of the omnibus proxy, such participant will be authorized to vote its Voting
Record Date positions held in the name of such securities clearing agencies.

4. MISCELLANEOUS

For purposes of voting to accept or reject the Plan, the beneficial owners
of Subordinated Notes will be deemed to be the "holders" of the Claims
represented by such Subordinated Notes. Unless otherwise ordered by the
Bankruptcy Court, Ballots that are signed, dated and timely received, but on
which a vote to accept or reject the Plan has not been indicated, will not be
counted. Group, in its sole discretion, may request that the Solicitation Agent
attempt to contact such voters to cure any such defects in the Ballots.

Except as provided below, unless the Ballot is timely submitted to the
Solicitation Agent before the Voting Deadline together with any other documents
required by such Ballot, Group may, in its sole discretion, reject such Ballot
as invalid, and therefore decline to utilize it in connection with seeking
Confirmation of the Plan.

In the event of a dispute with respect to any Subordinated Note Claim, any
vote to accept or reject the Plan cast with respect to such Claim will not be
counted for purposes of determining whether the Plan has been accepted or
rejected, unless the Bankruptcy Court orders otherwise.

D. FIDUCIARIES AND OTHER REPRESENTATIVES

If a Ballot is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or another acting in a fiduciary or
representative capacity, such Person should indicate such capacity when signing
and, unless otherwise determined by Group, must submit proper evidence
satisfactory to Group of authority to so act. Authorized signatories should
submit the separate Ballot of each beneficial owner for whom they are voting.

UNLESS THE BALLOT BEING FURNISHED IS TIMELY SUBMITTED TO THE SOLICITATION
AGENT ON OR PRIOR TO THE VOTING DEADLINE, SUCH BALLOT WILL BE REJECTED AS
INVALID AND WILL NOT BE COUNTED AS AN ACCEPTANCE OR REJECTION OF THE PLAN;
PROVIDED, HOWEVER, THAT THE DEBTORS RESERVE THE RIGHT, IN THEIR SOLE DISCRETION,
TO REQUEST OF THE BANKRUPTCY COURT THAT ANY SUCH BALLOT BE COUNTED. IN NO CASE
SHOULD A BALLOT BE DELIVERED TO ANY ENTITY OTHER THAN THE NOMINEE OR THE
SOLICITATION AGENT.

E. PARTIES ENTITLED TO VOTE

Under section 1124 of the Bankruptcy Code, a class of claims or equity
interests is deemed to be "Impaired" under a plan unless (i) the plan leaves
unaltered the legal, equitable, and contractual rights to which such claim or
equity interest entitles the holder thereof or (ii) notwithstanding any legal
right to an accelerated payment of such claim or equity interest, the plan cures
all existing defaults (other than defaults resulting from the occurrence of
events of bankruptcy) and reinstates the maturity of such claim or equity
interest as it existed before the default.

In general, a holder of a claim or equity interest may vote to accept or to
reject a plan if the claim or equity interest is "allowed," which means
generally that no party-in-interest has objected to such claim or equity
interest, and the claim or equity interest is Impaired by the plan. If, however,
the holder of an Impaired claim or equity interest will not receive or retain
any distribution under the plan on account of such claim or equity interest, the
Bankruptcy Code deems such holder to have rejected the plan, and, accordingly,
holders of such claims and equity interests do not actually vote on the plan. If
a claim or equity interest is not Impaired by the plan, the Bankruptcy Code
deems the holder of such claim or equity interest to have accepted the plan and,
accordingly, holders of such claims and equity interests are not entitled to
vote on the plan.

Classes 1A, 1B, 3A, 3B, 7A, 7B, and 9B of the Plan are not Impaired.
Accordingly, under section 1126(f) of the Bankruptcy Code, all such Classes of
Claims and Equity Interests are deemed to have accepted the Plan and are not
entitled to vote in respect of the Plan.
84

Class 8 is Impaired. Notwithstanding any distribution of New Warrants that
holders of Equity Interests in Class 8 may be entitled to receive under the
Plan, the Debtors intend to seek entry of an order pursuant to which such
holders will be deemed to have rejected the Plan and will not be entitled to
vote in respect of the Plan.

Classes 9A and 10 will not receive or retain any distribution or property
under the Plan on account of their Claims and Equity Interests, other than, with
respect to Class 10, such proceeds, if any, that may be available under the
Debtors' directors' and officers' liability policy, subject to the terms and
conditions of such policy. Accordingly, under section 1126(g) of the Bankruptcy
Code, all such Classes of Claims and Equity Interests are deemed to have
rejected the Plan and are not entitled to vote in respect of the Plan.

Therefore, in accordance with sections 1126 and 1129 of the Bankruptcy
Code, the Debtors are soliciting acceptances only from holders of Claims and
Equity Interests in Classes 2A, 2B, 4, 5A, 5B, 6A, and 6B.

A vote may be disregarded if the Bankruptcy Court determines, pursuant to
section 1126(e) of the Bankruptcy Code, that it was not solicited or procured in
good faith or in accordance with the provisions of the Bankruptcy Code.

F. AGREEMENTS UPON FURNISHING BALLOTS

The delivery of an accepting Ballot to the Solicitation Agent by a holder
of Eligible Claims pursuant to one of the procedures set forth above will
constitute the agreement of such holder to accept (i) all of the terms of, and
conditions to the Solicitation and (ii) the terms of the Plan; provided,
however, all parties in interest retain their right to object to Confirmation of
the Plan pursuant to section 1128 of the Bankruptcy Code.

G. WAIVERS OF DEFECTS, IRREGULARITIES, ETC.

Unless otherwise directed by the Bankruptcy Court, all questions as to the
validity, form, eligibility (including time of receipt), acceptance, and
revocation or withdrawal of Ballots will be determined by the Solicitation Agent
and the Debtors in their sole discretion, which determination will be final and
binding. As indicated in Section XI.H, effective withdrawals of Ballots must be
delivered to the Solicitation Agent prior to the Voting Deadline. The Debtors
reserve the absolute right to contest the validity of any such withdrawal. The
Debtors also reserve the right to reject any and all Ballots not in proper form,
the acceptance of which would, in the opinion of the Debtors or their counsel,
be unlawful. The Debtors further reserves the right to waive any defects or
irregularities or conditions of delivery as to any particular Ballot. The
interpretation (including the Ballot and the respective instructions thereto) by
the Debtors, unless otherwise directed by the Bankruptcy Court, will be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with deliveries of Ballots must be cured within such time as the
Debtors (or the Bankruptcy Court) determine. Neither the Debtors nor any other
Person will be under any duty to provide notification of defects or
irregularities with respect to deliveries of Ballots nor will any of them incur
any liabilities for failure to provide such notification. Unless otherwise
directed by the Bankruptcy Court, delivery of such Ballots will not be deemed to
have been made until such irregularities have been cured or waived. Ballots
previously furnished (and as to which any irregularities have not theretofore
been cured or waived) will be invalidated.

H. WITHDRAWAL OF BALLOTS; REVOCATION

Any party who has delivered a valid Ballot for the acceptance or rejection
of the Plan may withdraw such acceptance or rejection by delivering a written
notice of withdrawal to the Solicitation Agent at any time prior to the Voting
Deadline. A notice of withdrawal, to be valid, must (i) contain the description
of the Claim(s) to which it relates and the aggregate principal amount
represented by such Claim(s), (ii) be signed by the withdrawing party in the
same manner as the Ballot being withdrawn, (iii) contain a certification that
the withdrawing party owns the Claim(s) and possesses the right to withdraw the
vote sought to be withdrawn and (iv) be received by the Solicitation Agent in a
timely manner at the address set forth in Section XI.J. Prior to the filing of
the Plan, Group intends to consult with the Solicitation Agent to determine
whether any withdrawals of Ballots were received and whether the Requisite
Acceptances of the Plan have been received.

As stated above, the Debtors expressly reserve the absolute right to contest the
validity of any such withdrawals of Ballots.

Unless otherwise directed by the Bankruptcy Court, a purported notice of
withdrawal of Ballots which is not received in a timely manner by the
Solicitation Agent will not be effective to withdraw a previously cast Ballot.

Any party who has previously submitted to the Solicitation Agent prior to
the Voting Deadline a properly completed Ballot may revoke such Ballot and
change his or its vote by submitting to the Solicitation Agent prior to the
Voting Deadline a subsequent properly completed Ballot for acceptance or
rejection of the Plan. In the case where more than one timely, properly
completed Ballot is received, only the Ballot which bears the latest date will
be counted for purposes of determining whether the Requisite Acceptances have
been received.

The Debtors will pay all costs, fees and expenses relating to the
Solicitation, including customary mailing and handling costs of Nominees.

I. DELIVERY OF EXTINGUISHED SECURITIES

The Debtors are not at this time requesting the delivery of, and neither
the Debtors nor the Solicitation Agent will accept, certificates representing
any Extinguished Securities. In connection with the Effective Date, the Debtors
will furnish all record holders of Extinguished Securities with appropriate
letters of transmittal to be used to remit their Extinguished Securities in
exchange for the distribution under the Plan. Information regarding such
remittance procedure (together with all appropriate materials) will be
distributed by the Reorganized Debtors after the Confirmation Date.

J. FURTHER INFORMATION; ADDITIONAL COPIES

If you have any questions or require further information about the voting
procedure for voting your Claim or about the Solicitation Package, or if you
wish to obtain an additional copy of the Plan, the Disclosure Statement, or any
exhibits to such documents (at your own expense, unless otherwise specifically
required by Federal Rule of Bankruptcy Procedure 3017(d)), please contact the
Solicitation Agent:

Innisfree M&A Incorporated
501 Madison Avenue
20th Floor
New York, New York 10022
Telephone: (877) 750-2689
Banks and Brokers call (212) 750-5833

XII. RECOMMENDATION AND CONCLUSION

For all of the reasons set forth in this Disclosure Statement, the Debtors
believe that Confirmation and consummation of the Plan is preferable to all
other alternatives. Consequently, the Debtors urge all holders of Eligible
Claims to vote to accept the Plan, and to complete and return their ballots so
that they will be received by the Solicitation Agent on or before 12:00
Midnight, New York City time, on September 30, 2002.

Dated: August 30, 2002

VIASYSTEMS GROUP, INC.

By: /s/ DAVID M. SINDELAR
------------------------------------
Name: David M. Sindelar
Title: Chief Executive Officer

VIASYSTEMS, INC.

By: /s/ DAVID M. SINDELAR
------------------------------------
Name: David M. Sindelar
Title: Chief Executive Officer

ANNEX I

Glossary

ANNEX I

Glossary

<Table>

ADMINISTRATIVE CLAIM.......... A Claim for payment of an administrative expense of a kind
specified in section 503(b) or 1114(e)(2) of the Bankruptcy
Code and entitled to priority under section 507(a)(1) of the
Bankruptcy Code, including (i) actual, necessary costs and
expenses, incurred after the Petition Date, of preserving
the Debtors' Estates and operating their businesses,
including wages, salaries, or commissions for services
rendered after the Petition Date, (ii) Professional Fee
Claims, (iii) all fees and charges assessed against the
Estates under chapter 123 of title 28, United States Code,
(iv) all Allowed Claims that are entitled to be treated as
Administrative Claims by virtue of a Final Order entered
under section 546(c)(2)(A) of the Bankruptcy Code, (v) the
reasonable post-petition fees and expenses of indenture
trustees, including successors thereto, including reasonable
attorney's fees and expenses of such indenture trustees and
(vi) any obligations under the DIP Facility.
ADMINISTRATIVE CLAIMS BAR
DATE.......................... The date, if any, designated by the Bankruptcy Court as the
last date for filing proofs of Administrative Claims against
the Debtors.
AFFILIATE OR AFFILIATE........ Any entity that directly, or indirectly, through one or more
intermediaries, controls or is controlled by, or is under
common control with, a specified entity; for purposes of the
definition of "Affiliate" or "affiliate," any entity that
own, controls, or holds with power to vote 20% or more of
the outstanding voting securities of, or controls or directs
the management of, the entity specified shall be deemed to
be an Affiliate of such entity.
ALLOWED....................... With respect to a Claim or Equity Interest within a
particular Class, an Allowed Claim or Allowed Equity
Interest of the type described in such Class.
ALLOWED CLAIM................. Any Claim against any Debtor, which is listed by such Debtor
in its books and records as liquidated in amount and not
disputed or contingent; provided, however, that to the
extent that a Claim is a Disputed Claim, the determination
of whether such Claim will be Allowed and/or the amount of
any such Claim will be determined, resolved, or adjudi-
cated, as the case may be, in the manner in which such Claim
would have been determined, resolved, or adjudicated if the
Chapter 11 Cases had not been commenced; provided further,
however, that the Reorganized Debtors, in their discretion,
may bring an objection or other motion before the Bankruptcy
Court with respect to resolution of a Disputed Claim. An
Allowed Claim (i) includes a Disputed Claim to the extent
such Disputed Claim becomes Allowed after the Effective Date
and (ii) will be net of any valid setoff exercised with
respect to such Claim (other than in the case of an Existing
Credit Agreement Claim) pursuant to the provisions of the
Bankruptcy Code and applicable law. Unless otherwise
specified in the Plan, in section 506(b) of the Bankruptcy
Code or by order of the Bankruptcy Court, an "Allowed Claim"
will not, for purposes of distributions under the Plan,
include (a) for prepetition Claims, interest on such Claim
or Claims accruing from or after the Petition Date, (b)
punitive or exemplary damages or (c) any fine, penalty or
forfeiture.
</Table>

<Table>

ALLOWED EQUITY INTEREST....... An Equity Interest in any Debtor, which has been or
hereafter is listed by such Debtor in its books and records
as liquidated in an amount and not disputed or contingent;
provided, however, that to the extent an Equity Interest is
a Disputed Equity Interest, the determination of whether
such Equity Interest will be Allowed and/or the amount of
any such Equity Interest will be determined, resolved, or
adjudicated, as the case may be, in the manner in which such
Equity Interest would have been determined, resolved, or
adjudicated if the Chapter 11 Cases had not been commenced;
provided further, however, that the Reorganized Debtors may
in their discretion, bring an objection or other motion
before the Bankruptcy Court with respect to resolution of a
Disputed Equity Interest.
BALLOTS....................... Each of the ballot forms (including Master Ballots)
distributed with this Disclosure Statement to holders of
Eligible Claims.
BANKRUPTCY CODE............... The Bankruptcy Reform Act of 1978, as codified in title 11
of the United States Code, 11 U.S.C. sec.sec. 101-1330, as
now in effect or hereafter amended.
BANKRUPTCY COURT.............. The United States Bankruptcy Court for the Southern District
of New York or any other court with jurisdiction over the
Chapter 11 Cases.
BANKRUPTCY RULES.............. Collectively, the Federal Rules of Bankruptcy Procedure and
the Official Bankruptcy Forms, the Federal Rules of Civil
Procedure, as applicable to the Chapter 11 Cases or
proceedings therein, and the Local Rules of the Bankruptcy
Court, all as now in effect or hereafter amended.
BASE RATE..................... A rate per annum equal to the greatest of (i) the prime rate
in effect on such day, (ii) the base CD rate plus 1% and
(iii) the federal funds effective rate plus 0.5%, in each
case as further described in the Existing Credit Agreement.
BORROWERS..................... Collectively, Reorganized Viasystems, Viasystems Canada
Holdings, Inc., a Quebec corporation, and Print Service
Holding N.V., a company organized under the laws of the
Netherlands.
BUSINESS DAY.................. Any day, excluding Saturdays, Sundays or "legal holidays"
(as defined in Bankruptcy Rule 9006(a)), on which commercial
banks are open for business in the City of New York.
CASH.......................... Legal tender of the United States of America.
CERTIFICATE................... Any certificate, instrument, or other document evidencing an
Extinguished Security.
CHAPTER 11 CASES.............. The jointly administered Chapter 11 cases of the Debtors.
CLAIM......................... A claim, as defined in section 101(5) of the Bankruptcy
Code, against a Debtor.
CLASS......................... One of the classes of Claims or Equity Interests described
in the Plan.
COMMITTEE..................... Any official committee appointed in the Chapter 11 Cases, as
such committee may be reconstituted from time to time.
COMMITMENT AGREEMENTS......... Collectively, (i) that certain Subscription and Conversion
Commitment Agreement among certain Hicks Muse entities and
the Debtors, (ii) that certain Subscription and Standby
Commitment Agreement among TCW and the Debtors, and (iii)
that certain Subscription and Standby Commitment Agreement
among GSC and the Debtors, each dated as of August 29, 2002.
CONFIRMATION.................. The Bankruptcy Court's confirmation of the Plan.
CONFIRMATION DATE............. The date of entry of the Confirmation Order on the docket of
the Bankruptcy Court.
</Table>

I-2

<Table>

CONFIRMATION HEARING.......... The Bankruptcy Court's hearing to consider Confirmation of
the Plan, as it may be adjourned or continued from time to
time.
CONFIRMATION ORDER............ The Bankruptcy Court's order confirming the Plan under
section 1129 of the Bankruptcy Code.
CREDIT FACILITY
RESTRUCTURING............... The restructuring of the Existing Credit Agreement,
including the availability of the Exit Facility.
CREDITOR GROUP................ Collectively, the Senior Lenders, the Noteholders'
Committee, and Hicks Muse.
CURE.......................... The payment of Cash by a Debtor, or the distribution of
other property (as the parties may agree or the Bankruptcy
Court may order), as necessary to cure a default by a Debtor
under an executory contract or unexpired lease of a Debtor
and to permit a Debtor to assume that contract or lease
under section 365(a) of the Bankruptcy Code.
DEBTOR........................ Each of Group and Viasystems and "Debtors" means both of
them collectively, and when the context so requires, in
their capacity as debtors and debtors-in-possession under
sections 1107 and 1108 of the Bankruptcy Code.
DIP FACILITY.................. The debtor-in-possession credit facility to be entered into
in the Chapter 11 Cases by and among the Debtors, certain of
the subsidiaries of the Debtors, as guarantors, the lenders
party thereto, JPMorgan Chase Bank, as Agent, and J.P.
Morgan Securities Inc., as exclusive advisor, sole lead
arranger and sole bookrunner.
DISALLOWED CLAIM.............. Any Claim against any Debtor that has been disallowed, in
whole or in part, by Final Order of the Bankruptcy Court, or
that has been withdrawn, in whole or in part, by the holder
thereof.
DISALLOWED EQUITY INTEREST.... Any Equity Interest in any Debtor that has been disallowed,
in whole or in part, by Final Order of the Bankruptcy Court,
or that has been withdrawn, in whole or in part, by the
holder thereof.
DISBURSING AGENT.............. Reorganized Group or any party designated by Reorganized
Group, in its sole discretion, and approved by the
Bankruptcy Court if other than a Debtor, to serve as a
disbursing agent under the Plan.
DISPUTED CLAIM................ Any Claim, or any portion thereof, that is not an Allowed
Claim or a Disallowed Claim.
DISPUTED EQUITY INTEREST...... Every Equity Interest that is not an Allowed Equity Interest
or a Disallowed Equity Interest.
DISTRIBUTION DATE............. The date, occurring as soon as practicable after the
Effective Date, on which the Disbursing Agent first makes
distributions to holders of Allowed Claims and Allowed
Equity Interests as provided in the Plan.
DISTRIBUTION RECORD DATE...... The record date for purposes of making distributions under
the Plan on account of Allowed Claims and Equity Interests,
which date will be the eighth (8th) Business Day after the
Confirmation Date.
DTI GUARANTY.................. That certain guaranty, dated October 3, 2000, executed by
Viasystems with respect to the L12 million (Sterling) loan
made by the Secretary of State for Trade and Industry for
the United Kingdom to Viasystems Tyneside Limited.
DTI GUARANTY CLAIM............ Any Claim under the DTI Guaranty and the related Settlement
Agreement, dated January 31, 2002, among the Secretary of
State for Trade and Industry, Viasystems, and European PCB
Group (Cayman Islands) Ltd.
EFFECTIVE DATE................ The first Business Day (i) on which all conditions to the
Plan's consummation have been satisfied or waived and (ii)
that is the date on which the Plan is consummated.
</Table>

I-3

<Table>

ELIGIBLE CLAIMS............... Collectively, the Existing Credit Agreement Claims, Senior
Note Claims, DTI Guaranty Claims, Subordinated Note Claims,
and General Unsecured Claims, holders of which are entitled
to vote under Article VIII of the Plan and section 1126 of
the Bankruptcy Code to accept or reject the Plan.
EQUITY INTEREST............... The legal, equitable, contractual and other rights of any
Person with respect to any capital stock or other ownership
interest in any Debtor, whether or not transferable, and any
option, warrant or right to purchase, sell, or subscribe for
an ownership interest or other equity security in any
Debtor.
ESTATE........................ The estate of either of the Debtors in the Chapter 11 Cases,
and "Estates" means, collectively, the estates of both of
the Debtors in the Chapter 11 Cases, as created under
section 541 of the Bankruptcy Code.
EURODOLLAR RATE............... The rate (adjusted for statutory reserve requirements for
eurocurrency liabilities) for eurodollar deposits for a
period equal to one, two, three or (with respect to the New
Senior Credit Facility) six months or, to the extent
available to all lenders under the New Senior Credit
Facility, nine or twelve months (as selected by the
applicable Borrower) appearing on Page 3750 of the Telerate
screen.
EXCHANGE ACT.................. The Securities Exchange Act of 1934, as now in effect or
hereafter amended.
EXISTING BANK DEBT............ Indebtedness under the Existing Credit Agreement.
EXISTING CREDIT AGREEMENT..... That certain Credit Agreement, dated as of March 29, 2000,
as amended by the First Amendment dated as of April 23,
2001, the Second Amendment dated as of June 28, 2001, the
Third Amendment dated as of March 29, 2002, and the Fourth
Amendment and Waiver dated as of May 29, 2002, as it may be
further amended from time to time, among Group, Viasystems,
Viasystems Canada Holdings, Inc. (f/k/a Viasystems Canada,
Inc.), Print Service Holding N.V., the several banks and
other financial institutions from time to time parties
thereto, J.P. Morgan Bank Canada, as Canadian Administrative
Agent, J.P. Morgan Europe Limited, as Multicurrency
Administrative Agent, and JPMorgan Chase Bank, as
Administrative Agent.
EXISTING CREDIT AGREEMENT
CLAIM......................... Any claim arising under the Existing Credit Agreement.
EXISTING GROUP COMMON STOCK... Group's common stock, par value $.01 per share, issued and
outstanding immediately before the Petition Date.
EXISTING GROUP PREFERRED
STOCK....................... Group's Series B preferred stock, par value $.01 per share,
issued and outstanding immediately before the Petition Date.
EXISTING GROUP STOCK.......... Collectively, the Existing Group Common Stock and the
Existing Group Preferred Stock.
</Table>

I-4

<Table>

EXISTING OTHER EQUITY
INTERESTS..................... Collectively, (i) (a) all incentive stock options,
non-qualified stock options, and stock appreciation rights
granted under any Debtor-sponsored stock option plans or (b)
any other options, warrants, or rights, contractual or
otherwise, if any, to acquire or receive an Equity Interest
existing immediately before the Petition Date and (ii) any
Claim against the Debtors, under applicable federal or state
law, whether or not such Claim is listed on the Schedules or
evidenced by a filed proof of claim, whether or not the
subject of an existing lawsuit, arising from or seeking the
rescission of a purchase or sale of equity of the Debtors or
any affiliate of the Debtors, for damages arising from the
purchase or sale of such a security, or for reimbursement,
indemnification or contribution allowed under section 502 of
the Bankruptcy Code on account of such a Claim as provided
in section 501(b) of the Bankruptcy Code.
EXISTING VIASYSTEMS COMMON
STOCK......................... Viasystems' common stock, par value $.01 per share, issued
and outstanding immediately before the Petition Date.
EXIT FACILITY................. The revolving credit facility provided for in the New Senior
Credit Agreement, and all ancillary agreements, documents,
and instruments to be issued or given in connection
therewith.
EXTINGUISHED SECURITIES....... All Existing Group Common Stock, Existing Group Preferred
Stock, Existing Other Equity Interests, Senior Notes, and
Subordinated Notes.
FACE AMOUNT................... When used in reference to (i) a Disputed Claim, the full
stated amount claimed by the holder thereof in any proof of
Claim timely filed with the Bankruptcy Court, (ii) an
Allowed Claim, the Allowed amount thereof, and (iii) an
Equity Interest, the number of shares evidencing such Equity
Interests.
FINAL ORDER................... An order or judgment, entered by the Bankruptcy Court, that
has not been amended, modified, or reversed, and as to which
(i) no stay is in effect, (ii) the time to seek rehearing,
review, modification, or amendment or to file a notice of
appeal has expired, and (iii) no appeal or request for
modification, amendment, a stay, rehearing or other review
is pending.
FINANCIAL PROJECTIONS......... The projected financial information attached hereto as
Exhibit D which projects the financial performance of the
Reorganized Debtors through December 31, 2007 and is based
upon information available as of March 22, 2002.
GENERAL UNSECURED CLAIM....... An unsecured Claim other than a Senior Note Claim, the DTI
Guaranty Claim, a Subordinated Note Claim, or an
Intercompany Claim that is not entitled to priority under
section 507 of the Bankruptcy Code.
GROUP......................... Viasystems Group, Inc., a Delaware corporation and parent
company of Viasystems.
GSC........................... Collectively, GSC Partners CDO Fund, Limited, GSC Partners
CDO Fund II, GSC Recovery IIA, L.P., and GSC Recovery II,
L.P.
HICKS MUSE.................... Collectively, (i) Hicks, Muse, Tate & Furst Equity Fund III,
L.P., HM3 Coinvestors, L.P., HMTF Equity Fund IV (1999),
L.P., HMTF Private Equity Fund IV (1999), L.P., Hicks, Muse
PG-IV (1999), C.V., HM 4-SBS (1999) Coinvestors, L.P., HM
4-EQ (1999) Coinvestors, L.P., Pearl Street, L.P., and Pearl
Street II, L.P., collectively the sole holders of the Senior
Notes and holders of Subordinated Notes, Equity Interests in
Group, and a participation interest in the Existing Bank
Debt, (ii) Hicks, Muse, Tate & Furst Incorporated, and (iii)
certain other affiliates of Hicks, Muse, Tate & Furst
Incorporated.
</Table>

I-5

<Table>

HICKS MUSE EXCHANGE........... The exchange of a portion of the Existing Bank Debt held
indirectly by Hicks Muse for New Common Stock.
IMPAIRED...................... When used with reference to a Claim or Equity Interest, a
Claim or Equity Interest that is impaired within the meaning
of section 1124 of the Bankruptcy Code.
INCENTIVE OPTION PLAN......... The incentive option plan to be adopted by Reorganized Group
pursuant to the Plan, pursuant to which the New Options will
be issued.
INTERCOMPANY CLAIM............ Any claim held by a Subsidiary.
LOCKUP AGREEMENT.............. The Lockup Agreement, dated as of August 29, among Group,
Viasystems, and the other parties thereto in the form
attached hereto as Exhibit F.
MANAGEMENT GROUP.............. Group's current management team consisting of David M.
Sindelar, Timothy L. Conlon, David J. Webster, and Joseph S.
Catanzaro.
MASTER BALLOT................. Each of the ballot forms distributed with this Disclosure
Statement to a Nominee.
NEW BANK DEBT................. Indebtedness under the New Senior Credit Agreement.
NEW COMMON STOCK.............. The new common stock to be issued by Reorganized Group
pursuant to the Plan as of the Effective Date.
NEW JUNIOR PREFERRED STOCK.... The new junior preferred stock to be issued by Reorganized
Group pursuant to the Plan as of the Effective Date, the
principal terms of which are set forth in Section
VI.B. -- "CAPITAL STRUCTURE OF THE REORGANIZED
DEBTORS -- NEW SECURITIES."
NEW OPTIONS................... The options to be issued by Reorganized Group to purchase
New Common Stock pursuant to the provisions of the Incentive
Option Plan.
NEW PREFERRED STOCK........... Collectively, (i) the New Senior Convertible Preferred Stock
and the New Junior Preferred Stock and (ii) any other class
of preferred stock that may be designated by the Board of
Directors of Reorganized Group in accordance with the
Reorganized Group Certificate of Incorporation.
NEW SECURITIES................ Collectively, the New Senior Convertible Preferred Stock,
the New Junior Preferred Stock, the New Common Stock, the
New Warrants and/or the New Options, as applicable.
NEW SENIOR CONVERTIBLE PRE-
FERRED STOCK.................. The new senior convertible preferred stock to be issued by
Reorganized Group pursuant to the Plan, including the Rights
Offering, as of the Effective Date, the principal terms of
which are set forth in Section VI.B. -- "CAPITAL STRUCTURE
OF THE REORGANIZED DEBTORS -- NEW SECURITIES."
NEW SENIOR CREDIT AGREEMENT... The credit agreement (pursuant to which the New Senior
Credit Facility is provided) to be entered into by
Reorganized Group, Reorganized Viasystems, certain foreign
Subsidiaries of Reorganized Viasystems, the banks and other
financial institutions parties thereto, dated as of the
Effective Date, and all ancillary agreements, documents, and
instruments to be issued or given in connection therewith,
the principal terms of which are set forth in Section
VII.C. -- "CAPITAL STRUCTURE OF THE REORGANIZED
DEBTORS -- NEW SENIOR CREDIT AGREEMENT."
NEW SENIOR CREDIT FACILITY.... Collectively, (i) the Exit Facility, (ii) the Term Loan A
Facility and (iii) the Term Loan B Facility.
NEW STOCK..................... Collectively, the New Preferred Stock and the New Common
Stock.
</Table>

I-6

<Table>

NEW SUBORDINATED NOTES........ The new notes to be issued by Reorganized Viasystems
pursuant to the Plan as of the Effective Date, the principal
terms of which are set forth in Section VI.B. -- "CAPITAL
STRUCTURE OF THE REORGANIZED DEBTORS -- NEW SECURITIES."
NEW WARRANTS.................. The new warrants to purchase New Common Stock to be issued
by Reorganized Group pursuant to the Plan as of the
Effective Date, the principal terms of which are set forth
in Section VI.B. -- "CAPITAL STRUCTURE OF THE REORGANIZED
DEBTORS -- NEW SECURITIES."
NOMINEE....................... A bank, brokerage firm or other nominee holding Eligible
Claims in its own name on behalf of a beneficial owner, or
any agent thereof.
NOTEHOLDERS' COMMITTEE........ The informal committee of certain holders of Subordinated
Notes formed prior to the Petition Date consisting of
representatives of GSC, Credit Suisse Asset Management and
MW Post Advisory Group.
OTHER PRIORITY CLAIM.......... A Claim entitled to priority under section 507(a) of the
Bankruptcy Code, other than a Priority Tax Claim or an
Administrative Claim.
OTHER SECURED CLAIM........... Any Allowed Claim, any Claim that is Disallowed only
pursuant to sections 502(b)(5) or 502(e) of the Bankruptcy
Code, or that is not an Allowed Secured Claim only because
of the failure of the entity to file a proof of claim for
such Claim, in each case, which Claim is secured by a lien
(that is not subject to avoidance or otherwise invalid) on
property of a Debtor's Estate to the extent it is a Secured
Claim as determined in accordance with section 506(a) of the
Bankruptcy Code, or, in the event that such Claim is subject
to permissible setoff under section 553 of the Bankruptcy
Code, to the extent of such permissible setoff; provided,
however, that to the extent the amount of such an Allowed
Claim exceeds the value of the property securing such claim
or the permissible setoff, such amount will be a General
Unsecured Claim; provided further, however, that an Existing
Credit Agreement Claim is not an Other Secured Claim.
PERSON........................ An individual, corporation, partnership, joint venture,
association, joint stock company, limited liability company,
limited liability partnership, trust, estate, unincorporated
organization, or other entity.
PETITION DATE................. The date on which the Debtors file their petitions for
relief commencing the Chapter 11 Cases.
PLAN.......................... The Debtors' Joint Plan of Reorganization under chapter 11
of the Bankruptcy Code, in substantially the form attached
hereto as Exhibit A, as it may be amended, modified, or
supplemented from time to time, including all exhibits and
schedules to the Plan.
PLAN SUPPLEMENT............... The compilation of documents, including any exhibits to the
Plan not included therewith, that the Debtors may file with
the Bankruptcy Court on or before the date that is five (5)
Business Days prior to the Confirmation Hearing.
POSTPETITION INTEREST......... Interest, accruing after the Petition Date, on a Claim.
PRIORITY TAX CLAIM............ Any Claim that is entitled to priority under section
507(a)(8) of the Bankruptcy Code.
PROFESSIONAL.................. A professional Person, as that term is used in sections 327
and 1103 of the Bankruptcy Code.
PROFESSIONAL FEE CLAIM........ A Professional's Claim for compensation or reimbursement of
costs and expenses relating to services performed on and
after the Petition Date and before and including the
Effective Date.
</Table>

I-7

<Table>

PRO RATA...................... At any time, the proportion that the Face Amount of an
Allowed Claim or Allowed Equity Interest in a particular
Class bears to the aggregate Face Amount of all Claims or
Equity Interests (including Disputed Claims or Disputed
Equity Interests, but excluding Disallowed Claims or
Disallowed Equity Interests) in that Class, unless the Plan
provides otherwise.
REORGANIZED DEBTOR............ Each of Reorganized Group and Reorganized Viasystems, and
"Reorganized Debtors' means both of them collectively.
REORGANIZED GROUP............. Group, on and after the Effective Date.
REORGANIZED GROUP BYLAWS...... Reorganized Group's bylaws in effect under the laws of the
State of Delaware, as amended by the Plan and in the form to
be filed with the Plan Supplement.
REORGANIZED GROUP CERTIFICATE
OF INCORPORATION.............. Reorganized Group's certificate of incorporation in effect
under the laws of the State of Delaware, as amended by the
Plan and in the form to be filed with the Plan Supplement.
REORGANIZED VIASYSTEMS........ Viasystems, on and after the Effective Date.
REQUISITE ACCEPTANCES......... With respect to each Impaired Class of Claims, acceptance of
the Plan by (i) holders of at least two-thirds in amount of
Allowed Claims in such Impaired Class of Claims actually
voting and (ii) the holders of more than one-half in number
of Allowed Claims in such Impaired Class of Claims actually
voting, in each case not counting the vote of any holder
designated under section 1126(e) of the Bankruptcy Code.
RESTRUCTURED LOANS............ Collectively, the Term Loan A Facility loans and the Term
Loan B Facility loans under the New Senior Credit Agreement.
RESTRUCTURING................. Collectively, the transactions and transfers described in
Article IV of the Plan.
RIGHTS AND RIGHTS OFFERING.... The offering of rights to purchase New Senior Convertible
Preferred Stock described in Section IV.I -- "SUMMARY OF THE
PLAN -- RIGHTS OFFERING."
RIGHTS AGENT.................. The Person engaged by the Debtors to conduct the Rights
Offering, as identified in the Subscription Form.
RIGHTS DEADLINE............... The date and time in which the Subscription Form and
Subscription Price must be received by the Solicitation
Agent, which date will be prior to the Effective Date and
will be set forth in the Subscription Form.
RIGHTS HOLDERS................ Collectively, Hicks Muse, TCW, and holders of Subordinated
Note Claims as of the Voting Record Date.
ROTHSCHILD.................... Rothschild Inc., the Debtors' financial advisor in
connection with the Restructuring.
SCHEDULES..................... The schedules of assets and liabilities, statements of
financial affairs, and lists of holders of Claims and Equity
Interests filed by the Debtors pursuant to section 521 of
the Bankruptcy Code and Bankruptcy Rule 1007, including any
amendments and supplements thereto.
SECURITIES ACT................ The Securities Act of 1933, as now in effect or hereafter
amended.
SECURED CLAIM................. A Claim that is secured by a lien that is valid, perfected
and enforceable, and not avoidable, upon property in which a
Debtor has an interest, to the extent of the value, as of
the Effective Date, of such interest or lien as determined
by a Final Order of the Bankruptcy Court pursuant to section
506 of the Bankruptcy Code, or as otherwise agreed to in
writing by a Debtor or Reorganized Company and the holder of
such Claim.
SENIOR LENDERS................ The holders of Claims under the Existing Credit Agreement.
</Table>

I-8

<Table>

SENIOR NOTES.................. The 14% senior unsecured notes due 2007 of Viasystems in the
aggregate principal amount of $100 million issued under that
certain Subscription Agreement, dated as of July 19, 2001,
among Group, Viasystems and Hicks, Muse, Tate & Furst Equity
Fund III, L.P., HM3 Coinvestors, L.P., HMTF Equity Fund IV
(1999), L.P., HMTF Private Equity Fund IV (1999), L.P.,
Hicks, Muse PG-IV (1999), C.V., HM 4-SBS (1999) Coinvestors,
L.P., and HM 4-EQ (1999) Coinvestors, L.P.
SENIOR NOTE CLAIM............. Any Claim under the Senior Notes.
STOCKHOLDERS AGREEMENT........ The agreement among Reorganized Group and certain holders of
New Securities governing, among other things, the
registration of New Securities held by such Persons, and
described in Section VI.B.5 -- "CAPITAL STRUCTURE OF THE
REORGANIZED DEBTORS -- NEW SECURITIES -- STOCKHOLDERS
AGREEMENT."
SOLICITATION.................. The solicitation by the Debtors from holders of Eligible
Claims of acceptances of the Plan pursuant to section
1126(b) of the Bankruptcy Code.
SOLICITATION AGENT............ Innisfree M&A Incorporated
SOLICITATION PACKAGE.......... The package provided by the Debtors that includes this
Disclosure Statement and related materials and, where
appropriate, Ballots.
SPECIAL COMMITTEE............. The special committee established by Group's Board of
Directors to evaluate recapitalization structures for the
Debtors.
SUBORDINATED NOTES............ The 9 3/4% senior subordinated notes due 2007 of Viasystems
in the aggregate principal amount of $500 million (i) issued
under the two indentures, dated as of June 6, 1997 and
February 17, 1998, each between Viasystems and The Bank of
New York, as Trustee, and (ii) guaranteed by Group pursuant
to the two First Supplemental Indentures, dated as of August
29, 2002, among Group, Viasystems and The Bank of New York.
SUBORDINATED NOTE CLAIM....... Any claim under the Subordinated Notes.
SUBSCRIPTION FORM............. The Rights Offering subscription form to be distributed to
holders of Subordinated Note Claims, Hicks Muse, and TCW.
SUBSCRIPTION PRICE............ The price per share of New Senior Convertible Preferred
Stock sold pursuant to the Rights Offering.
SUBSIDIARIES.................. The direct and indirect subsidiaries of Group and Viasystems
listed on the schedule attached hereto as Exhibit E.
TERM LOAN A FACILITY.......... The term loan A facility under the New Senior Credit
Agreement.
TERM LOAN B FACILITY.......... The term loan B facility under the New Senior Credit
Agreement.
TCW........................... TCW Share Opportunity Fund III, L.P.
VIASYSTEMS.................... Viasystems, Inc., a Delaware corporation.
VOTING DEADLINE............... 12:00 midnight, New York City time on September 30, 2002, or
12:00 midnight, New York City time on such later date as may
be determined by Group, in its sole discretion; the date and
time in which the Ballots must be received by the
Solicitation Agent.
VOTING RECORD DATE............ August 28, 2002; the date for the determination of holders
of record of Eligible Claims entitled to receive the
Solicitation Package and holders of Subordinated Note Claims
entitled to Rights under the Rights Offering.
</Table>

I-9

EXHIBIT A

Prepackaged Plan of Reorganization of Viasystems Group, Inc.
and Viasystems, Inc.
Under Chapter 11 of the Bankruptcy Code

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ---------------------------------------------------------------
IN RE
VIASYSTEMS GROUP, INC., AND
VIASYSTEMS, INC.,

DEBTORS.
- ---------------------------------------------------------------

CHAPTER 11
CASE NO. 02- ( )
(JOINTLY ADMINISTERED)

PREPACKAGED JOINT PLAN OF
REORGANIZATION OF VIASYSTEMS GROUP, INC. AND
VIASYSTEMS, INC. UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

WEIL, GOTSHAL & MANGES LLP

Alan B. Miller
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

- and -

Stephen A. Youngman
100 Crescent Court, Suite 1300
Dallas, Texas 75201
(214) 746-7700

Attorneys for Viasystems Group, Inc.
and
Viasystems, Inc.

Dated: New York, New York
August 30, 2002

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

INTRODUCTION............................................................ 1

I. DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME.... 1

A. Scope of Definitions; Rules of Construction................. 1

B. Definitions................................................. 1

C. Rules of Interpretation..................................... 8

D. Computation of Time......................................... 8

II. TREATMENT OF UNCLASSIFIED CLAIMS................................. 8

A. Administrative Claims....................................... 8

B. Priority Tax Claims......................................... 9

III. CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS...... 9

A. Introduction................................................ 9

B. Summary of Classes.......................................... 9

C. Treatment of Classified Claims and Equity Interests......... 10

D. Allowed Claims and Equity Interests......................... 13

E. Postpetition Interest....................................... 13

F. Alternative Treatment....................................... 13

G. Tax Allocation.............................................. 14

IV. RIGHTS OFFERING.................................................. 14

A. The Rights.................................................. 14

B. Rights Period............................................... 14

C. Subscription Price.......................................... 14

D. Transfer Restriction........................................ 14

E. Procedures for Exercise of Rights; Revocation............... 14

F. Commitments................................................. 15

G. Conditions to Issuance of Shares............................ 15

H. Proceeds.................................................... 15

V. HICKS MUSE EXCHANGE.............................................. 15

VI. MEANS FOR IMPLEMENTATION OF THIS PLAN............................ 16

A. Continued Corporate Existence; Authorized Capital Stock..... 16

B. Corporate Action; Cancellation of Securities................ 16

C. Directors and Executive Officers............................ 17

D. New Securities.............................................. 17

E. New Senior Credit Agreement................................. 17

F. New Subordinated Notes...................................... 18

G. Rights Offering and Hicks Muse Exchange..................... 18
</Table>

<Table>
<Caption>
PAGE
----

H. Incentive Option Plan....................................... 18

I. Revesting of Assets......................................... 18

J. Preservation of Rights of Action; Settlement of Litigation
Claims...................................................... 19

K. Effectuating Documents; Further Transactions................ 19

L. Exemption from Certain Transfer Taxes....................... 19

VII. PROVISIONS GOVERNING DISTRIBUTIONS............................... 19

A. Distributions for Claims and Equity Interests Allowed as of
the Effective Date.......................................... 19

B. Disbursing Agent............................................ 20

C. Surrender of Securities or Instruments...................... 20

D. Instructions to Disbursing Agent............................ 20

E. Services of Indenture Trustee............................... 20

F. Record Date for Distributions............................... 20

G. Means of Cash Payment....................................... 21

H. Calculation of Distribution Amounts of New Stock and New
Warrants.................................................... 21

I. Delivery of Distributions; Undeliverable or Unclaimed
Distributions............................................... 21

J. Withholding and Reporting Requirements...................... 21

K. Setoffs..................................................... 21

L. Effect of DTI Guaranty Claim................................ 22

VIII. PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED
CLAIMS........................................................... 23

A. Objections to Claims; Disputed Claims....................... 23

B. No Distribution Pending Allowance........................... 23

C. Distributions After Allowance............................... 23

IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES............ 24

A. Assumed Contracts and Leases................................ 24

B. Payments Related to Assumption of Contracts and Leases...... 24

C. Rejected Contracts and Leases............................... 24

D. Claims Based on Rejection of Executory Contracts or
Unexpired Leases............................................ 24

E. Compensation and Benefit Plans and Treatment of Retirement
Plan........................................................ 24

X. ACCEPTANCE OR REJECTION OF THIS PLAN............................. 25

A. Classes Entitled To Vote.................................... 25

B. Acceptance by Impaired Classes.............................. 25

C. Elimination of Classes...................................... 25

D. Nonconsensual Confirmation.................................. 25

XI. CONDITIONS PRECEDENT TO THIS PLAN'S CONFIRMATION AND
CONSUMMATION..................................................... 26

A. Conditions to Confirmation.................................. 26
</Table>

<Table>
<Caption>
PAGE
----

B. Conditions to Effective Date................................ 26

C. Waiver of Conditions........................................ 27

XII. MODIFICATIONS AND AMENDMENTS; WITHDRAWAL......................... 28

XIII. RETENTION OF JURISDICTION........................................ 28

XIV. COMPROMISES AND SETTLEMENTS...................................... 29

XV. MISCELLANEOUS PROVISIONS......................................... 29

A. Bar Dates for Certain Claims................................ 29

B. Payment of Statutory Fees................................... 30

C. Severability of Plan Provisions............................. 30

D. Successors and Assigns...................................... 30

E. Discharge of the Debtors and Injunction..................... 30

F. Debtors' Releases........................................... 31

G. Other Releases.............................................. 31

H. Exculpation and Limitation of Liability..................... 32

I. Waiver of Enforcement of Subordination...................... 32

J. Term of Injunctions or Stays................................ 32

K. Binding Effect.............................................. 32

L. Revocation, Withdrawal, or Non-Consummation................. 33

M. Committees.................................................. 33

N. Plan Supplement............................................. 33

O. Notices to Debtors.......................................... 33

P. Indemnification Obligations................................. 33

Q. Governing Law............................................... 34

R. Prepayment.................................................. 34

S. Section 1125(e) of the Bankruptcy Code...................... 34

Exhibit A Terms of New Senior Credit Agreement

Exhibit B Terms of New Stock

Exhibit C Terms of Stockholders Agreement
</Table>

iii

INTRODUCTION

Viasystems Group, Inc. and Viasystems, Inc. jointly propose the following
plan of reorganization under Chapter 11 of the Bankruptcy Code.

ARTICLE I.

DEFINITIONS, RULES OF INTERPRETATION,
AND COMPUTATION OF TIME

A. SCOPE OF DEFINITIONS; RULES OF CONSTRUCTION

Except as expressly provided or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in this Article I. Any term that is used and not defined herein, but is
defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning
ascribed to it therein. Where the context requires, any definition applies to
the plural as well as the singular number.

B. DEFINITIONS

1.1 "Administrative Claim" means a Claim for payment of an administrative
expense of a kind specified in section 503(b) or 1114(e)(2) of the Bankruptcy
Code and entitled to priority under section 507(a)(1) of the Bankruptcy Code,
including (a) actual, necessary costs and expenses, incurred after the Petition
Date, of preserving the Debtors' Estates and operating their businesses,
including wages, salaries, or commissions for services rendered after the
Petition Date, (b) Professional Fee Claims, (c) all fees and charges assessed
against the Estates under chapter 123 of title 28, United States Code, (d) all
Allowed Claims that are entitled to be treated as Administrative Claims by
virtue of a Final Order entered under section 546(c)(2)(A) of the Bankruptcy
Code, (e) the reasonable post-petition fees and expenses of indenture trustees,
including successors thereto, including reasonable attorney's fees and expenses
of such indenture trustees and (f) any obligations under the DIP Facility.

1.2 "Administrative Claims Bar Date" means the date, if any, designated by
the Bankruptcy Court as the last date for filing proofs of Administrative Claims
against the Debtors.

1.3 "Affiliate" means any entity that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control
with, a specified entity; for purposes of the definition of "Affiliate" or
"affiliate," any entity that owns, controls, or holds with power to vote 20% or
more of the outstanding voting securities of, or controls or directs the
management of, the entity specified shall be deemed to be an Affiliate of such
entity.

1.4 "Allowed" means, with respect to a Claim or Equity Interest within a
particular Class, an Allowed Claim or Allowed Equity Interest of the type
described in such Class.

1.5 "Allowed Claim" means any Claim against any Debtor, which is listed by
such Debtor in its books and records as liquidated in amount and not disputed or
contingent; provided, however, that to the extent that a Claim is a Disputed
Claim, the determination of whether such Claim shall be Allowed and/or the
amount of any such Claim shall be determined, resolved, or adjudicated, as the
case may be, in the manner in which such Claim would have been determined,
resolved, or adjudicated if the Chapter 11 Cases had not been commenced; and
provided further, however, that the Reorganized Debtors, in their discretion,
may bring an objection or other motion before the Bankruptcy Court with respect
to resolution of a Disputed Claim. An Allowed Claim (i) includes a Disputed
Claim to the extent such Disputed Claim becomes Allowed after the Effective Date
and (ii) shall be net of any valid setoff exercised with respect to such Claim
(other than in the case of an Existing Credit Agreement Claim) pursuant to the
provisions of the Bankruptcy Code and applicable law. Unless otherwise specified
herein, in section 506(b) of the Bankruptcy Code or by order of the Bankruptcy
Court, an "Allowed Claim" shall not, for purposes of distributions under this
Plan, include (a) for

prepetition Claims, interest on such Claim or Claims accruing from or after the
Petition Date, (b) punitive or exemplary damages or (c) any fine, penalty or
forfeiture.

1.6 "Allowed Equity Interest" means an Equity Interest in any Debtor,
which has been or hereafter is listed by such Debtor in its books and records as
liquidated in an amount and not disputed or contingent; provided, however, that
to the extent an Equity Interest is a Disputed Equity Interest, the
determination of whether such Equity Interest shall be Allowed and/or the amount
of any such Equity Interest shall be determined, resolved, or adjudicated, as
the case may be, in the manner in which such Equity Interest would have been
determined, resolved, or adjudicated if the Chapter 11 Cases had not been
commenced; and provided, further, however, that the Reorganized Debtors may in
their discretion, bring an objection or other motion before the Bankruptcy Court
with respect to resolution of a Disputed Equity Interest.

1.7 "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as codified
in title 11 of the United States Code, 11 U.S.C. sec.sec. 101-1330, as now in
effect or hereafter amended.

1.8 "Bankruptcy Court" means the United States Bankruptcy Court for the
Southern District of New York or any other court with jurisdiction over the
Chapter 11 Cases.

1.9 "Bankruptcy Rules" means, collectively, the Federal Rules of
Bankruptcy Procedure and the Official Bankruptcy Forms, the Federal Rules of
Civil Procedure, as applicable to the Chapter 11 Cases or proceedings therein,
and the Local Rules of the Bankruptcy Court, all as now in effect or hereafter
amended.

1.10 "Business Day" means any day, excluding Saturdays, Sundays or "legal
holidays" (as defined in Bankruptcy Rule 9006(a)), on which commercial banks are
open for business in the City of New York.

1.11 "Cash" means legal tender of the United States of America.

1.12 "Certificate" means any certificate, instrument, or other document
evidencing an Extinguished Security.

1.13 "Chapter 11 Cases" means the jointly administered Chapter 11 cases of
the Debtors.

1.14 "Claim" means a claim, as defined in section 101(5) of the Bankruptcy
Code, against a Debtor.

1.15 "Class" means one of the classes of Claims or Equity Interests
described in Article III below.

1.16 "Committee" means any official committee appointed in the Chapter 11
Cases, as such committee may be reconstituted from time to time.

1.17 "Commitment Agreements" means (i) that certain Subscription and
Conversion Commitment Agreement among certain Hicks Muse entities and the
Debtors, (ii) that certain Subscription and Standby Commitment Agreement among
TCW and the Debtors, and (iii) that certain Subscription and Standby Commitment
Agreement among GSC and the Debtors, each dated as of August 29, 2002,
collectively or individually, as applicable.

1.18 "Confirmation" means the Bankruptcy Court's confirmation of this
Plan.

1.19 "Confirmation Date" means the date of entry of the Confirmation Order
on the docket of the Bankruptcy Court.

1.20 "Confirmation Hearing" means the Bankruptcy Court's hearing to
consider confirmation of this Plan, as it may be adjourned or continued from
time to time.

1.21 "Confirmation Order" means the Bankruptcy Court's order confirming
this Plan under section 1129 of the Bankruptcy Code.

1.22 "Creditor Group" means, collectively, the Senior Lenders, the
Noteholders' Committee, and Hicks Muse.

1.23 "Cure" means the payment of Cash by a Debtor, or the distribution of
other property (as the parties may agree or the Bankruptcy Court may order), as
necessary to cure a default by a Debtor under an

executory contract or unexpired lease of a Debtor and to permit a Debtor to
assume that contract or lease under section 365(a) of the Bankruptcy Code.

1.24 "Debtor" means each of Group and Viasystems and "Debtors" means both
of them collectively, and when the context so requires, in their capacity as a
debtor and debtor-in-possession under sections 1107 and 1108 of the Bankruptcy
Code.

1.25 "DIP Facility" means the debtor-in-possession credit facility to be
entered into in the Chapter 11 Cases by and among the Debtors, certain of the
subsidiaries of the Debtors, as guarantors, the lenders party thereto, JPMorgan
Chase Bank, as Agent, and J.P. Morgan Securities Inc., as exclusive advisor,
sole lead arranger and sole bookrunner.

1.26 "Disallowed Claim" means any Claim against any Debtor that has been
disallowed, in whole or in part, by Final Order of the Bankruptcy Court, or that
has been withdrawn, in whole or in part, by the holder thereof.

1.27 "Disallowed Equity Interest" means any Equity Interest in any Debtor
that has been disallowed, in whole or in part, by Final Order of the Bankruptcy
Court, or that has been withdrawn, in whole or in part, by the holder thereof.

1.28 "Disbursing Agent" means Reorganized Group or any party designated by
Reorganized Group, in its sole discretion, and approved by the Bankruptcy Court
if other than a Debtor, to serve as a disbursing agent under this Plan.

1.29 "Disclosure Statement" means the disclosure statement distributed to
holders of Claims in classes 2A, 2B, 4, 5A, 5B, 6A, and 6B pursuant to section
1126(b) of the Bankruptcy Code.

1.30 "Disputed Claim" means any Claim, or any portion thereof, that is not
an Allowed Claim or a Disallowed Claim.

1.31 "Disputed Equity Interest" means every Equity Interest that is not an
Allowed Equity Interest or a Disallowed Equity Interest.

1.32 "Distribution Date" means the date, occurring as soon as practicable
after the Effective Date, on which the Disbursing Agent first makes
distributions to holders of Allowed Claims and Allowed Equity Interests as
provided in Article VII.

1.33 "Distribution Record Date" means the record date for purposes of
making distributions under this Plan on account of Allowed Claims and Equity
Interests, which date shall be the eighth (8th) Business Day after the
Confirmation Date.

1.34 "DTI Guaranty" means that certain guaranty, dated October 3, 2000,
executed by Viasystems with respect to the L12 million (Sterling) loan made by
the Secretary of State for Trade and Industry for the United Kingdom to
Viasystems Tyneside Limited.

1.35 "DTI Guaranty Claim" means any Claim under the DTI Guaranty and the
related Settlement Agreement, dated January 31, 2002, among the Secretary of
State for Trade and Industry, Viasystems, and European PCB Group (Cayman
Islands) Ltd.

1.36 "Effective Date" means the first Business Day (i) on which all
conditions to this Plan's consummation in Article XI.B have been satisfied or
waived and (ii) that is the date on which this Plan is consummated.

1.37 "Equity Interest" means the legal, equitable, contractual and other
rights of any Person with respect to any capital stock or other ownership
interest in any Debtor, whether or not transferable, and any option, warrant or
right to purchase, sell, or subscribe for an ownership interest or other equity
security in any Debtor.

1.38 "Estate" means the estate of either of the Debtors in the Chapter 11
Cases, and "Estates" means, collectively, the estates of both of the Debtors in
the Chapter 11 Cases, as created under section 541 of the Bankruptcy Code.

1.39 "Eurodollar Rate" means the rate (adjusted for statutory reserve
requirements for euro currency liabilities) for eurodollar deposits for a period
equal to one, two, three or (with respect to the New Senior Credit Facility) six
months or, to the extent available to all lenders under the New Senior Credit
Facility, nine or twelve months (as selected by the applicable Borrower)
appearing on Page 3750 of the Telerate screen.

1.40 "Existing Bank Debt" means indebtedness under the Existing Credit
Agreement.

1.41 "Existing Credit Agreement" means that certain Credit Agreement,
dated as of March 29, 2000, as amended by the First Amendment dated as of April
23, 2001, the Second Amendment dated as of June 28, 2001, the Third Amendment
dated as of March 29, 2002, and the Fourth Amendment and Waiver dated as of May
29, 2002, as it may be further amended from time to time, among Group,
Viasystems, Viasystems Canada Holdings, Inc. (f/k/a Viasystems Canada, Inc.),
Print Service Holding N.V., the several banks and other financial institutions
from time to time parties thereto, J.P. Morgan Bank Canada, as Canadian
Administrative Agent, J.P. Morgan Europe Limited, as Multicurrency
Administrative Agent, and JPMorgan Chase Bank, as Administrative Agent.

1.42 "Existing Credit Agreement Claim" means any claim arising under the
Existing Credit Agreement.

1.43 "Existing Group Common Stock" means Group's common stock, par value
$.01 per share, issued and outstanding immediately before the Petition Date.

1.44 "Existing Group Preferred Stock" means Group's Series B preferred
stock, par value $.01 per share, issued and outstanding immediately before the
Petition Date.

1.45 "Existing Group Stock" means, collectively, the Existing Group Common
Stock and the Existing Group Preferred Stock.

1.46 "Existing Other Equity Interests" means, collectively, (i) (a) all
incentive stock options, non-qualified stock options, and stock appreciation
rights granted under any Debtor-sponsored stock option plans or (b) any other
options, warrants, or rights, contractual or otherwise, if any, to acquire or
receive an Equity Interest existing immediately before the Petition Date and
(ii) any Claim against the Debtors, under applicable federal or state law,
whether or not such Claim is listed on the Schedules or evidenced by a filed
proof of claim, whether or not the subject of an existing lawsuit, arising from
or seeking the rescission of a purchase or sale of equity of the Debtors or any
affiliate of the Debtors, for damages arising from the purchase or sale of such
a security, or for reimbursement, indemnification or contribution allowed under
section 502 of the Bankruptcy Code on account of such a Claim as provided in
section 510(b) of the Bankruptcy Code.

1.47 "Existing Viasystems Common Stock" means Viasystems' common stock,
par value $.01 per share, issued and outstanding immediately before the Petition
Date.

1.48 "Exit Facility" means the revolving credit facility provided for in
the New Senior Credit Agreement, and all ancillary agreements, documents, and
instruments to be issued or given in connection therewith.

1.49 "Extinguished Securities" means all Existing Group Common Stock,
Existing Group Preferred Stock, Existing Other Equity Interests, Senior Notes,
and Subordinated Notes.

1.50 "Face Amount" means when used in reference to (i) a Disputed Claim,
the full stated amount claimed by the holder thereof in any proof of Claim
timely filed with the Bankruptcy Court, (ii) an Allowed Claim, the Allowed
amount thereof, and (iii) an Equity Interest, the number of shares evidencing
such Equity Interests.

1.51 "Final Order" means an order or judgment, entered by the Bankruptcy
Court, that has not been amended, modified, or reversed, and as to which (i) no
stay is in effect, (ii) the time to seek rehearing, review,

modification or amendment or to file a notice of appeal has expired, and (iii)
no appeal or request for modification, amendment, a stay, rehearing or other
review is pending.

1.52 "General Unsecured Claim" means an unsecured Claim other than a
Senior Note Claim, the DTI Guaranty Claim, a Subordinated Note Claim, or an
Intercompany Claim that is not entitled to priority under section 507 of the
Bankruptcy Code.

1.53 "Group" means Viasystems Group, Inc., a Delaware corporation and
parent company of Viasystems.

1.54 "GSC" means, collectively, GSC Partners CDO Fund, Limited, GSC
Partners CDO Fund II, GSC Recovery IIA, L.P., and GSC Recovery II, L.P.

1.55 "Hicks Muse" means, collectively, Hicks, Muse, Tate & Furst Equity
Fund III, L.P., HM3 Coinvestors, L.P., HMTF Equity Fund IV (1999), L.P., HMTF
Private Equity Fund IV (1999), L.P., Hicks, Muse PG-IV (1999), C.V., HM 4-SBS
(1999) Coinvestors, L.P., HM 4-EQ (1999) Coinvestors, L.P., Pearl Street, L.P.,
and Pearl Street II, L.P.

1.56 "Impaired" means, when used with reference to a Claim or Equity
Interest, a Claim or Equity Interest that is impaired within the meaning of
section 1124 of the Bankruptcy Code.

1.57 "Incentive Option Plan" means the incentive option plan to be adopted
by Reorganized Group pursuant to Article VI.H, pursuant to which New Options
will be issued.

1.58 "Intercompany Claim" means any claim held by a Subsidiary.

1.59 "New Common Stock" means the new common stock to be issued by
Reorganized Group pursuant to this Plan as of the Effective Date.

1.60 "New Junior Preferred Stock" means the new junior preferred stock to
be issued by Reorganized Group pursuant to this Plan as of the Effective Date.

1.61 "New Options" means the options to be issued by Reorganized Group to
purchase New Common Stock pursuant to the provisions of the Incentive Option
Plan.

1.62 "New Preferred Stock" means, collectively, (i) the New Senior
Convertible Preferred Stock and the New Junior Preferred Stock and (ii) any
other class of preferred stock that may be designated by the Board of Directors
of Reorganized Group in accordance with the Reorganized Group Certificate of
Incorporation.

1.63 "New Securities" means, collectively, the New Senior Convertible
Preferred Stock, the New Junior Preferred Stock, the New Common Stock, the New
Warrants and the New Options, as applicable.

1.64 "New Senior Convertible Preferred Stock" means the new senior
convertible preferred stock to be issued by Reorganized Group pursuant to this
Plan, including the Rights Offering, as of the Effective Date.

1.65 "New Senior Credit Agreement" means the credit agreement (pursuant to
which the New Senior Credit Facility is provided) to be entered into by
Reorganized Group, Reorganized Viasystems, certain foreign subsidiaries of
Reorganized Viasystems, the banks and other financial institutions parties
thereto, dated as of the Effective Date, containing terms and conditions
substantially the same as set forth in Exhibit A annexed hereto, and all
ancillary agreements, documents, and instruments to be issued or given in
connection therewith.

1.66 "New Senior Credit Facility" means collectively, (i) the Exit
Facility, (ii) the Term Loan A Facility and (iii) the Term Loan B Facility.

1.67 "New Stock" means, collectively, the New Senior Convertible Preferred
Stock, the New Junior Preferred Stock, and the New Common Stock.

1.68 "New Subordinated Notes" means the new notes to be issued by
Reorganized Viasystems pursuant to this Plan as of the Effective Date.

1.69 "New Warrants" means the new warrants to purchase New Common Stock to
be issued by Reorganized Group pursuant to this Plan as of the Effective Date.

1.70 "Noteholders' Committee" means the informal committee of certain
holders of Subordinated Notes formed prior to the Petition Date consisting of
representatives of GSC Partners, Credit Suisse Asset Management and MW Post
Advisory Group.

1.71 "Other Priority Claim" means a Claim entitled to priority under
section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an
Administrative Claim.

1.72 "Other Secured Claim" means any Allowed Claim, any Claim that is
Disallowed only pursuant to sections 502(b)(5) or 502(e) of the Bankruptcy Code,
or that is not an Allowed Secured Claim only because of the failure of the
entity to file a proof of claim for such Claim, in each case, which Claim is
secured by a lien (that is not subject to avoidance or otherwise invalid) on
property of a Debtor's Estate to the extent it is a Secured Claim as determined
in accordance with section 506(a) of the Bankruptcy Code, or, in the event that
such Claim is subject to permissible setoff under section 553 of the Bankruptcy
Code, to the extent of such permissible setoff; provided, however, that to the
extent the amount of such an Allowed Claim exceeds the value of the property
securing such claim or the permissible setoff, such amount shall be a General
Unsecured Claim; provided, further, however, that an Existing Credit Agreement
Claim is not an Other Secured Claim.

1.73 "Person" means an individual, corporation, partnership, joint
venture, association, joint stock company, limited liability company, limited
liability partnership, trust, estate, unincorporated organization, or other
entity.

1.74 "Petition Date" means , 2002, the date on which the Debtors
filed their petitions for relief commencing the Chapter 11 Cases.

1.75 "Plan" means this plan of reorganization, as it may be amended,
modified, or supplemented from time to time, including all exhibits and
schedules hereto.

1.76 "Plan Supplement" means the compilation of documents, including any
exhibits to this Plan not included herewith, that the Debtors may file with the
Bankruptcy Court on or before the date that is five (5) Business Days prior to
the Confirmation Hearing.

1.77 "Postpetition Interest" means interest, accruing after the Petition
Date, on a Claim.

1.78 "Priority Tax Claim" means a Claim that is entitled to priority under
section 507(a)(8) of the Bankruptcy Code.

1.79 "Professional" means a professional Person, as that term is used in
sections 327 and 1103 of the Bankruptcy Code.

1.80 "Professional Fee Claim" means a Professional's Claim for
compensation or reimbursement of costs and expenses relating to services
performed on and after the Petition Date and before and including the Effective
Date.

1.81 "Pro Rata" means, at any time, the proportion that the Face Amount of
an Allowed Claim or Allowed Equity Interest in a particular Class bears to the
aggregate Face Amount of all Claims or Equity Interests (including Disputed
Claims or Disputed Equity Interests, but excluding Disallowed Claims or
Disallowed Equity Interests) in that Class, unless this Plan provides otherwise.

1.82 "Reorganized Debtor" means each of Reorganized Group and Reorganized
Viasystems, and "Reorganized Debtors" means both of them.

1.83 "Reorganized Group" means Group on and after the Effective Date.

1.84 "Reorganized Group Bylaws" means Reorganized Group's bylaws in effect
under the laws of the State of Delaware, as amended by this Plan and in the form
to be filed with the Plan Supplement.

1.85 "Reorganized Group Certificate of Incorporation" means Reorganized
Group's certificate of incorporation in effect under the laws of the State of
Delaware, as amended by this Plan and in the form to be filed with the Plan
Supplement.

1.86 "Reorganized Viasystems" means Viasystems on and after the Effective
Date.

1.87 "Rights" means the rights to purchase New Senior Convertible
Preferred Stock as described in Article IV.

1.88 "Rights Agent" means the Person engaged by the Debtors to conduct the
Rights Offering, as identified in the Subscription Form.

1.89 "Rights Deadline" the date and time in which the Subscription Form
and Subscription Price must be received by the Solicitation Agent, which such
date will be prior to the Effective Date and will be set forth in the
Subscription Form.

1.90 "Rights Offering" means the offering of rights to purchase New Senior
Convertible Preferred Stock as described in Article IV.

1.91 "Rights Holders" means, collectively, Hicks Muse, TCW and holders of
Subordinated Note Claims as of the Voting Record Date.

1.92 "Schedules" means the schedules of assets and liabilities, statements
of financial affairs, and lists of holders of Claims and Equity Interests filed
by the Debtors pursuant to section 521 of the Bankruptcy Code and Bankruptcy
Rule 1007, including any amendments and supplements thereto.

1.93 "Secured Claim" means a Claim that is secured by a lien that is
valid, perfected and enforceable, and not avoidable, upon property in which a
Debtor has an interest, to the extent of the value, as of the Effective Date, of
such interest or lien as determined by a Final Order of the Bankruptcy Court
pursuant to section 506 of the Bankruptcy Code, or as otherwise agreed to in
writing by a Debtor or Reorganized Debtor and the holder of such Claim.

1.94 "Senior Lender" means the holder of a claim under the Existing Credit
Agreement.

1.95 "Senior Notes" means the 14% senior unsecured notes due 2007 of
Viasystems in the aggregate principal amount of $100 million issued under that
certain Subscription Agreement, dated as of July 19, 2001, among Group,
Viasystems and Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3 Coinvestors,
L.P., HMTF Equity Fund IV (1999), L.P., HMTF Private Equity Fund IV (1999),
L.P., Hicks, Muse PG-IV (1999), C.V., HM 4-SBS (1999) Coinvestors, L.P., and HM
4-EQ (1999) Coinvestors, L.P.

1.96 "Senior Note Claim" means any Claim under the Senior Notes.

1.97 "Solicitation Order" means the Final Order of the Bankruptcy Court or
other court of competent jurisdiction providing, among other things, that Class
8 is deemed to have rejected this Plan and is not entitled to vote hereon.

1.98 "Stockholders Agreement" means the agreement among Reorganized Group
and certain holders of New Securities governing, among other things, the
registration of New Securities held by such Persons and containing the terms and
conditions set forth in Exhibit C annexed hereto.

1.99 "Subordinated Notes" means the 9 3/4% senior subordinated notes due
2007 of Viasystems in the aggregate principal amount of $500 million (i) issued
under the two indentures, dated as of June 6, 1997 and February 17, 1998, each
between Viasystems and The Bank of New York, as Trustee, and (ii) guaranteed by
Group pursuant to the two First Supplemental Indentures, dated as of August 29,
2002, among Group, Viasystems and The Bank of New York.

1.100 "Subordinated Note Claim" means any Claim under the Subordinated
Notes.

1.101 "Subsidiaries" means the direct and indirect subsidiaries of Group
and Viasystems.

1.102 "TCW" means TCW Share Opportunity Fund III, L.P.

1.103 "Viasystems" means Viasystems, Inc., a Delaware corporation.

C. RULES OF INTERPRETATION

1. GENERAL

In this Plan (a) any reference to a contract, instrument, release,
indenture, or other agreement or document as being in a particular form or on
particular terms and conditions means the agreement or document substantially in
that form or on those terms and conditions, (b) any reference to an existing
document or exhibit means that document or exhibit as it may have been or may be
amended, modified, or supplemented, (c) unless otherwise specified, all
references to Sections, Articles, Schedules, and Exhibits are references to
Sections, Articles, Schedules, and Exhibits of or to this Plan, (d) the words
"hereof," "herein," "hereby," "hereunder," and words of similar import refer to
this Plan in its entirety rather than to a particular portion of this Plan, (e)
captions and headings to Articles and Sections are for convenience of reference
only and are not intended to be a part of or to affect the interpretation of
this Plan, and (f) the rules of construction, in section 102 of the Bankruptcy
Code and in the Bankruptcy Rules shall apply.

2. "INCLUDING"

As used in this Plan, "include," "includes," or "including" shall be deemed
to be followed by the words "without limitation."

3. "ON"

With reference to any distribution under this Plan, "on" a date (means on
or as soon as reasonably practicable after that date.

4. "DTI"

As used in this Plan, "with DTI" refers to the relative effects of the
Allowed portion of the DTI Guaranty Claim equaling the maximum potential amount
of such Claims (estimated at $13.5 million) and "without DTI" shall refer to the
relative effects of the entire DTI Guaranty Claim being Disallowed or otherwise
not entitled to receive a distribution under this Plan. The actual distributions
and recovery percentages shall be determined based on the Allowed DTI Guaranty
Claim established by agreement or through the estimation process.

D. COMPUTATION OF TIME

In computing any period of time prescribed or allowed by this Plan, the
provisions of Bankruptcy Rule 9006(a) shall apply.

ARTICLE II.

TREATMENT OF UNCLASSIFIED CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Priority Tax Claims are not classified and are not
entitled to vote on this Plan.

A. ADMINISTRATIVE CLAIMS

Each holder of an Allowed Administrative Claim shall receive, on the latest
of (i) the Distribution Date, (ii) the date on which its Administrative Claim
becomes an Allowed Administrative Claim, or (iii) the date on which its
Administrative Claim becomes payable under any agreement relating thereto, Cash
equal to the unpaid portion of its Allowed Administrative Claim. Notwithstanding
the foregoing, (a) any Allowed Administrative Claim based on a liability
incurred by the Debtors in the ordinary course of business during the Chapter 11
Cases shall be paid in the ordinary course of business, in accordance with the
terms and conditions

of any agreement relating thereto and (b) any Allowed Administrative Claim may
be paid on such other terms as may be agreed on between the holder of such claim
and the Debtors.

B. PRIORITY TAX CLAIMS

On the later of (i) the Distribution Date or (ii) the date such Priority
Tax Claim becomes an Allowed Priority Tax Claim, each holder of an Allowed
Priority Tax Claim shall receive in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed Priority Tax Claim, in the sole
discretion of the Debtors, (a) Cash equal to the unpaid portion of such Allowed
Priority Tax Claim, (b) deferred Cash payments over a period not exceeding six
years after the date of assessment of such Allowed Priority Tax Claim, of a
value, as of the Effective Date, equal to such Allowed Priority Tax Claim, or
(c) such other treatment as to which the Debtors and such holder shall have
agreed upon in writing; provided, however, that the Debtors reserve the right to
prepay any Allowed Priority Tax Claim, or any remaining balance of any Allowed
Priority Tax Claim, in full at any time on or after the Distribution Date
without premium or penalty; provided further, however, that no holder of an
Allowed Priority Tax Claim shall be entitled to any payments on account of any
pre-Effective Date interest accrued on or penalty arising after the Petition
Date with respect to or in connection with such Allowed Priority Tax Claim.

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS

A. INTRODUCTION

This Plan places all Claims and Equity Interests, except Unclassified
Claims provided for in Article II, in the Classes listed below. A Claim or
Equity Interest is placed in a particular Class only to the extent that it falls
within the description of that Class, and is classified in any other Class to
the extent that any portion thereof falls within the description of such other
Class.

B. SUMMARY OF CLASSES

<Table>
<Caption>
CLASS IMPAIRED/UNIMPAIRED, ENTITLEMENT TO VOTE
----- ----------------------------------------

Class 1A -- Group Other Priority Claims Unimpaired -- Deemed to have accepted this
Plan and not entitled to vote
Class 1B -- Viasystems Other Priority Claims Unimpaired -- Deemed to have accepted this
Plan and not entitled to vote
Class 2A -- Group Existing Credit Agreement Impaired -- Entitled to vote
Claims
Class 2B -- Viasystems Existing Credit Impaired -- Entitled to vote
Agreement Claims
Class 3A -- Group Other Secured Claims Unimpaired -- Deemed to have accepted this
Plan and not entitled to vote
Class 3B -- Viasystems Other Secured Claims Unimpaired -- Deemed to have accepted this
Plan and not entitled to vote
Class 4 -- Viasystems Senior Note Claims and Impaired -- Entitled to vote
DTI Guaranty Claims
Class 5A -- Group Subordinated Note Claims Impaired -- Entitled to vote
Class 5B -- Viasystems Subordinated Note Impaired -- Entitled to vote
Claims
Class 6A -- Group General Unsecured Claims Impaired -- Entitled to vote
Class 6B -- Viasystems General Unsecured Impaired -- Entitled to vote
Claims
Class 7A -- Group Intercompany Claims Unimpaired -- Deemed to have accepted this
Plan and not entitled to vote
</Table>

<Table>
<Caption>
CLASS IMPAIRED/UNIMPAIRED, ENTITLEMENT TO VOTE
----- ----------------------------------------

Class 7B -- Viasystems Intercompany Claims Unimpaired -- Deemed to have accepted this
Plan and not entitled to vote
Class 8 -- Existing Group Preferred Stock Impaired -- If the Bankruptcy Court enters
the Solicitation Order, Class 8 shall be
deemed to have rejected this Plan and not
entitled to vote
Class 9A -- Existing Group Common Stock Impaired -- Deemed to have rejected this Plan
and not entitled to vote
Class 9B -- Existing Viasystems Common Stock Unimpaired -- Deemed to have accepted this
Plan and not entitled to vote
Class 10 -- Existing Other Equity Interests Impaired -- Deemed to have rejected this Plan
and not entitled to vote
</Table>

C. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS

1. CLASS 1A -- GROUP OTHER PRIORITY CLAIMS

a. Claims in Class: Class 1A consists of all Other Priority Claims against
Group.

b. Treatment: On the later of (i) the Distribution Date or (ii) the date on
which its Other Priority Claim becomes an Allowed Other Priority Claim, or, in
each case, as soon as practicable thereafter, each holder of an Allowed Other
Priority Claim against Group shall receive, in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed Other Priority Claim,
Cash equal to the full amount of its Allowed Other Priority Claim.

2. CLASS 1B -- VIASYSTEMS OTHER PRIORITY CLAIMS

a. Claims in Class: Class 1B consists of all Other Priority Claims against
Viasystems.

b. Treatment: On the later of (i) the Distribution Date or (ii) the date on
which its Other Priority Claim becomes an Allowed Other Priority Claim, or, in
each case, as soon as practicable thereafter, each holder of an Allowed Other
Priority Claim against Viasystems shall receive, in full satisfaction,
settlement, release, and discharge of and in exchange for such Allowed Other
Priority Claim, Cash equal to the full amount of its Allowed Other Priority
Claim.

3. CLASS 2A -- GROUP EXISTING CREDIT AGREEMENT CLAIMS

b. Treatment: For purposes of the Plan, Existing Credit Agreement Claims
are Allowed in the aggregate amount of not less than $525.7 million. The legal,
equitable, and contractual rights of the holders of Existing Credit Agreement
Claims against Group shall be deemed satisfied by Group's guarantee of the
obligations under the New Senior Credit Agreement.

4. CLASS 2B -- VIASYSTEMS EXISTING CREDIT AGREEMENT CLAIMS

a. Claims in Class: Class 2B consists of all Existing Credit Agreement
Claims against Viasystems. Existing Credit Agreement Claims will be reduced by
approximately $77.43 million pursuant to the consummation of the Rights Offering
and the Hicks Muse Exchange.

b. Treatment: For purposes of the Plan, Existing Credit Agreement Claims
are Allowed in the aggregate amount of not less than $525.7 million. On the
Effective Date, each holder of an Allowed Existing Credit Agreement Claim
against Viasystems shall receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Existing Credit Agreement Claim, an amount
of indebtedness under the New Senior

Credit Agreement equal to the amount of such holder's Allowed Existing Credit
Agreement Claim and all rights related to such indebtedness under the New Senior
Credit Agreement.

5. CLASS 3A -- GROUP OTHER SECURED CLAIMS

a. Claims in Class: Each sub-Class of Class 3A consists of a single Secured
Claim against Group, and in the aggregate includes all Other Secured Claims
against Group. Each sub-Class is a separate Class for all purposes under the
Bankruptcy Code and this Plan, including for voting purposes. If the Claim of a
holder of an Other Secured Claim against Group exceeds the value of the
collateral that secures it, such holder shall have an Other Secured Claim
against Group equal to the value of the collateral for such Claim and a General
Unsecured Claim against Group for the deficiency.

b. Treatment: The legal, equitable, and contractual rights of the holders
of Other Secured Claims against Group are unaltered by this Plan, or such
Secured Claims shall otherwise be rendered unimpaired pursuant to section 1124
of the Bankruptcy Code.

6. CLASS 3B -- VIASYSTEMS OTHER SECURED CLAIMS

a. Claims in Class: Each sub-Class of Class 3B consists of a single Secured
Claim against Viasystems, and in the aggregate includes all Other Secured Claims
against Viasystems. Each sub-Class is a separate Class for all purposes under
the Bankruptcy Code and this Plan, including for voting purposes. If the Claim
of a holder of an Other Secured Claim against Viasystems exceeds the value of
the collateral that secures it, such holder shall have an Other Secured Claim
against Viasystems equal to the value of the collateral for such Claim and a
General Unsecured Claim against Viasystems for the deficiency.

b. Treatment: The legal, equitable, and contractual rights of the holders
of Other Secured Claims against Viasystems are unaltered by this Plan, and such
Secured Claims shall otherwise be rendered unimpaired pursuant to section 1124
of the Bankruptcy Code.

7. CLASS 4 -- VIASYSTEMS SENIOR NOTE CLAIMS AND DTI GUARANTY CLAIMS

a. Claims in Class: Class 4 consists of all Senior Note Claims and DTI
Guaranty Claims against Viasystems.

b. Treatment: For purposes of the Plan, Senior Note Claims are Allowed in
the aggregate amount of not less than $120.1 million. On the later of (i) the
Effective Date or (ii) the date on which its Senior Note Claim or DTI Guaranty
Claim becomes an Allowed Senior Note Claim or Allowed DTI Guaranty Claim, each
holder of an Allowed Senior Note Claim or Allowed DTI Guaranty Claim shall
transfer to Group such Allowed Senior Note Claim or Allowed DTI Guaranty Claim
and shall receive from Group in exchange therefor a Pro Rata distribution of
1,336,000 shares of New Junior Preferred Stock and 1,762,487 shares of New
Common Stock, with DTI, or 1,201,000 shares of New Junior Preferred Stock and
1,584,344 shares of New Common Stock, without DTI (after which Group will
contribute such Allowed Senior Note Claim or Allowed Guaranty Claim to
Viasystems for cancellation and in satisfaction, settlement, release, and
discharge of such Claim).

8. CLASS 5A -- GROUP SUBORDINATED NOTE CLAIMS

a. Claims in Class: Class 5A consists of all Subordinated Note Claims
against Group.

b. Treatment: For purposes of the Plan, Subordinated Note Claims are
Allowed in the aggregate amount of not less than $540.6 million. The legal,
equitable, and contractual rights of the holders of Subordinated Note Claims
against Group shall be deemed satisfied by virtue of the treatment afforded to
holders of Subordinated Note Claims against Viasystems.

9. CLASS 5B -- VIASYSTEMS SUBORDINATED NOTE CLAIMS

a. Claims in Class: Class 5B consists of all Subordinated Note Claims
against Viasystems.

b. Treatment: For purposes of the Plan, Subordinated Note Claims are
Allowed in the aggregate amount of not less than $540.6 million. On the later of
(i) the Effective Date or (ii) the date on which its Subordinated Note Claim
becomes an Allowed Subordinated Note Claim, or, in each case, as soon as
practicable thereafter, each holder of an Allowed Subordinated Note Claim
against Viasystems shall transfer to Group such Allowed Subordinated Note Claim
and shall receive from Group in exchange therefor a Pro Rata distribution of
17,131,247 shares, with DTI, or 17,558,818 shares, without DTI, of New Common
Stock(after which Group will contribute such Allowed Subordinated Note Claim to
Viasystems for cancellation and in satisfaction, settlement, release, and
discharge of such Claim).

10. CLASS 6A -- GROUP GENERAL UNSECURED CLAIMS

a. Claims in Class: Class 6A consists of all General Unsecured Claims
against Group.

b. Treatment: If the holders of General Unsecured Claims against Group vote
as a class to accept this Plan in accordance with section 1126(c) of the
Bankruptcy Code, then on the Effective Date, each holder of an Allowed General
Unsecured Claim against Group shall receive, in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed General Unsecured
Claim, a Pro Rata distribution of New Warrants to purchase 159,574 shares of New
Common Stock, either with or without DTI. In the event holders of General
Unsecured Claims against Group vote as a class to reject this Plan, then such
holders shall not receive any distributions under this Plan.

11. CLASS 6B -- VIASYSTEMS GENERAL UNSECURED CLAIMS

a. Claims in Class: Class 6B consists of all General Unsecured Claims
against Viasystems.

b. Treatment: Each holder of an Allowed General Unsecured Claim against
Viasystems shall receive, in full satisfaction, settlement, release, and
discharge of and in exchange for each such Allowed General Unsecured Claim, a
New Subordinated Note in a principal amount equal to 85% of the amount of each
such Allowed General Unsecured Claim.

12. CLASS 7A -- GROUP INTERCOMPANY CLAIMS

a. Claims in Class: Class 7A consists of all Intercompany Claims against
Group.

b. Treatment: The legal, equitable, and contractual rights of the holders
of Intercompany Claims against Group are unaltered by this Plan, or such
Intercompany Claims shall otherwise be rendered unimpaired pursuant to section
1124 of the Bankruptcy Code.

13. CLASS 7B -- VIASYSTEMS INTERCOMPANY CLAIMS

a. Claims in Class: Class 7B consists of all Intercompany Claims against
Viasystems.

b. Treatment: The legal, equitable, and contractual rights of the holders
of an Allowed Intercompany Claims against Viasystems are unaltered by this Plan,
or such Intercompany Claims shall otherwise be rendered unimpaired pursuant to
section 1124 of the Bankruptcy Code.

14. CLASS 8 -- EXISTING GROUP PREFERRED STOCK

a. Equity Interests in Class: Class 8 consists of all Existing Group
Preferred Stock.

b. Treatment: If the holders of Group General Unsecured Claims (Class 6A)
vote as a class to accept this Plan in accordance with section 1126(c) of the
Bankruptcy Code, then on the Effective Date, or as soon as practicable
thereafter, each holder of an Allowed Existing Group Preferred Stock Equity
Interest shall receive a Pro Rata distribution of New Warrants to purchase
1,436,171 shares of New Common Stock, either

with or without DTI. If holders of Group General Unsecured Claims (Class 6A)
vote as a class to reject this Plan, holders of Existing Group Preferred Stock
shall not receive any distribution.

15. CLASS 9A -- EXISTING GROUP COMMON STOCK

a. Equity Interests in Class: Class 9A consists of all Existing Group
Common Stock.

b. Treatment: On the Effective Date, all Existing Group Common Stock shall
be cancelled, and the holders of Existing Group Common Stock shall not receive
or retain any property or interest in property on account of their Existing
Group Common Stock.

16. CLASS 9B -- EXISTING VIASYSTEMS COMMON STOCK

a. Equity Interests in Class: Class 9B consists of all Existing Viasystems
Common Stock.

b. Treatment: For and in consideration of Group acquiring certain Allowed
Viasystems Existing Credit Agreement Claims, Allowed Senior Note Claims, Allowed
DTI Guaranty Claims and Allowed Viasystems Subordinated Note Claims and
contributing such Claims to Viasystems, and for and in consideration of Group
funding the consideration or providing for distributions under this Plan to
holders of Allowed Administrative Claims, certain Allowed Priority Tax Claims,
Allowed Other Priority Claims, Allowed Existing Credit Agreement Claims, Allowed
Other Secured Claims, certain Allowed General Unsecured Claims, and Allowed
Existing Group Preferred Stock Equity Interests, the legal, equitable, and
contractual rights of Group in the Existing Viasystems Common Stock are
unaltered and unimpaired by this Plan.

17. CLASS 10 -- EXISTING OTHER EQUITY INTERESTS

a. Claims and Equity Interests in Class: Class 10 consists of all Existing
Other Equity Interests in Group and Viasystems.

b. Treatment: On the Effective Date, all Existing Other Equity Interests
shall be cancelled, and the holders of Existing Other Equity Interests in Group
and Viasystems shall not receive or retain any property or interest in property
on account of their Existing Other Equity Interests.

D. ALLOWED CLAIMS AND EQUITY INTERESTS

Notwithstanding any provision herein to the contrary, the Debtors or
Reorganized Debtors shall only make distributions to holders of Allowed Claims
and Allowed Equity Interests. No holder of a Disputed Claim or Disputed Equity
Interest shall receive any distribution on account thereof until and to the
extent that its Disputed Claim or Disputed Equity Interest becomes an Allowed
Claim or Allowed Equity Interest.

E. POSTPETITION INTEREST

In accordance with section 502(b)(2) of the Bankruptcy Code, the amount of
all unsecured Claims against the Debtors shall be calculated as of the Petition
Date. Except as otherwise explicitly provided herein, in section 506(b) of the
Bankruptcy Code or by order of the Bankruptcy Court, no holder of a Claim shall
be entitled to or receive Postpetition Interest.

F. ALTERNATIVE TREATMENT

Notwithstanding any provision herein to the contrary, any holder of an
Allowed Claim may receive, instead of the distribution or treatment to which it
is entitled hereunder, any other distribution or treatment to which it, the
Debtors the Senior Lenders, the Noteholders' Committee, and Hicks Muse may agree
to in writing, provided, however, that such other distribution or treatment
shall not provide a return having a present value in excess of the present value
of the distribution or treatment that otherwise would be given such holder
pursuant to this Plan.

G. TAX ALLOCATION

For tax purposes, the value of any New Securities received by holders of
Claims in satisfaction of interest bearing obligations shall be allocated first
to the full satisfaction of principal of such interest bearing obligations and
second in satisfaction of any accrued unpaid interest.

ARTICLE IV.

RIGHTS OFFERING

A. THE RIGHTS

Group will issue non-transferable, non-certificated subscription rights
(the "Rights") entitling the purchase from Group, on the Effective Date and
incident to and as part of the transactions that comprise this Plan, of (i)
2,758,828 shares, with DTI, or 2,646,135 shares, without DTI, of New Senior
Convertible Preferred Stock at an aggregate purchase price of $34.98 million
(5.5169 shares, with DTI, or 5.2916 shares, without DTI, for each $1,000 in
principal amount of Subordinated Notes held) by the holders of Subordinated Note
Claims as of the Voting Record Date (including Hicks Muse), (ii) 888,709 shares,
with DTI, or 852,408 shares, without DTI, of New Senior Convertible Preferred
Stock at an aggregate purchase price of $11.27 million by Hicks Muse, and (iii)
591,492 shares, with DTI, or 567,331 shares, without DTI, of New Senior
Convertible Preferred Stock at an aggregate purchase price of $7.5 million by
TCW (the "Rights Offering").

No fractional shares of New Senior Convertible Preferred Stock or Cash in
lieu thereof shall be issued or paid. The number of shares of New Senior
Convertible Preferred Stock available for purchase by a Rights Holder shall be
rounded down to the nearest whole number.

B. RIGHTS PERIOD

The Rights Offering shall commence by announcement as soon as practicable
following the Petition Date and shall expire on the Rights Deadline. After the
Rights Deadline, unexercised Rights shall be null and void. Group shall not be
obligated to honor any purported exercise of Rights received by the Rights Agent
after the Rights Deadline, regardless of when the documents relating to such
exercise were sent.

C. SUBSCRIPTION PRICE

D. TRANSFER RESTRICTION; REVOCATION

The Rights are not transferable. Once a Rights Holder has properly
exercised its Rights, such exercise shall not be permitted to be revoked. Upon
such exercise, Rights Holders who hold Subordinated Notes shall not be permitted
to sell, transfer, assign, pledge or otherwise dispose of such Subordinated
Notes. Any such transfer shall be null and void and the Debtors shall not treat
any purported transferee as the holder of such Subordinated Notes.

E. PROCEDURES FOR EXERCISE OF RIGHTS

Rights issued to holders of Subordinated Note Claims may only be exercised
by such Rights Holders to the extent such holders hold the Subordinated Notes
giving rise to the Subordinated Note Claim at such time of exercise. Rights
Holders shall be able to exercise their Rights by causing their Subscription
Forms to be delivered to the Rights Agent at or prior to the Rights Deadline,
having properly completed and executed the

Subscription Form, and tendered the Subscription Price in accordance with
procedures set forth in the Disclosure Statement and the Subscription Form.

All questions concerning the timeliness, validity, form and eligibility of
any exercise of Rights shall be determined by the Debtors, whose determinations
shall be final and binding. The Debtors, in their sole discretion, may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such times as they may determine, or reject the purported exercise of any
Right. Subscription Forms shall not be deemed to have been received or accepted
until all irregularities have been waived or cured within such time as the
Debtors determine, in their sole discretion. Neither the Debtors nor the Rights
Agent shall be under any duty to give notification of any defect or irregularity
in connection with the submission of Subscription Forms or incur any liability
for failure to give such notification.

F. COMMITMENTS

Incident to and as part of the transactions that comprise this Plan and
pursuant to the Commitment Agreements, (i) Hicks Muse has agreed to exercise its
Rights in full and, on the Effective Date, to direct the record holder to
transfer Existing Bank Debt beneficially owned by Hicks Muse under a
participation agreement in the principal amount of $27.5 million to Group in
exchange for 2,168,806 shares, with DTI, or 2,080,215 shares, without DTI, of
New Senior Convertible Preferred Stock (Group will thereafter contribute such
Existing Bank Debt to Viasystems for cancellation); (ii) TCW has agreed to
exercise its Rights in full and, on the Effective Date, to transfer Existing
Bank Debt in the principal amount of $7.5 million to Group in exchange for
591,492 shares, with DTI, or 567,331 shares, without DTI, of New Senior
Convertible Preferred Stock (Group will thereafter contribute such Existing Bank
Debt to Viasystems for cancellation); and (iii) GSC has agreed, on the Effective
Date, to purchase from Group all or any portion of the remaining shares of New
Senior Convertible Preferred Stock that the holders of Subordinated Note Claims
(other than Hicks Muse) do not purchase in the Rights Offering, up to 1,478,731
shares, with DTI, or 1,418,328 shares, without DTI, of New Senior Convertible
Preferred Stock at an aggregate purchase price of up to $18.75 million. In
consideration for such commitments, Group has agreed to pay Hicks Muse, TCW, and
GSC a fee, in Cash, equal to two percent of the price of the New Senior
Convertible Preferred Stock purchased by such Persons in the Rights Offering.

G. CONDITIONS TO ISSUANCE OF SHARES

None of Group, Hicks Muse, TCW, GSC, or any exercising Rights Holder shall
be under any obligation, or have any right, to transfer or purchase any shares
of New Senior Convertible Preferred Stock unless and until this Plan has been
Confirmed, all conditions to the Effective Date have been satisfied or waived,
and all Subordinated Note Claims are exchanged for New Common Stock pursuant to
this Plan. The Rights Offering is not conditioned on the exercise of any minimum
number of Rights by Rights Holders. Group reserves the right at any time prior
to the Rights Deadline to terminate the Rights Offering if consummation thereof
is prohibited by law or applicable regulation. Reorganized Group shall otherwise
be obligated to complete the Rights Offering on the Effective Date.

H. PROCEEDS

Tendered Existing Bank Debt received as proceeds of the Rights Offering
shall be cancelled. All Cash proceeds from the Rights Offering shall be used to
reduce outstanding indebtedness of the Debtors under the Existing Credit
Agreement.

ARTICLE V.

HICKS MUSE EXCHANGE

Incident to and as part of the transactions that comprise this Plan and
pursuant to that certain Commitment Agreement executed by Hicks Muse, Hicks Muse
has agreed, on the Effective Date, to transfer Existing Bank Debt to Group for
shares of New Common Stock (the "Hicks Muse Exchange"). Under the

Hicks Muse Exchange, Hicks Muse will direct the record holder to transfer
Existing Bank Debt beneficially owned by Hicks Muse under a participation
agreement in the principal amount of $23.7 million to Group (Group will
thereafter contribute such Existing Bank Debt to Viasystems for cancellation).
In exchange, Group shall issue 1,867,237 shares, with DTI, or 1,790,964 shares,
without DTI, of New Common Stock to Hicks Muse. Tendered Existing Bank Debt
shall be cancelled (following its contribution by Group to Viasystems). Neither
Group nor Hicks Muse shall have any obligation under the Hicks Muse Exchange
unless and until this Plan has been Confirmed and all conditions to the
consummation of this Plan have been satisfied or waived.

ARTICLE VI.

MEANS FOR IMPLEMENTATION OF THIS PLAN

A. CONTINUED CORPORATE EXISTENCE; AUTHORIZED CAPITAL STOCK

Reorganized Group and Reorganized Viasystems shall continue to exist after
the Effective Date as separate corporate entities in accordance with the
applicable law in the applicable jurisdiction in which they are incorporated
under their respective certificates of incorporation and bylaws in effect before
the Effective Date except as their certificates of incorporation and bylaws may
be amended pursuant to this Plan. On the Effective Date, the certificate of
incorporation and bylaws of each Reorganized Debtor shall be amended as
necessary to satisfy the provisions of this Plan and the Bankruptcy Code and
shall include pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision
prohibiting the issuance of non-voting equity securities. In addition, the
Reorganized Group Certificate of Incorporation shall include a provision (i)
authorizing 25 million shares of New Preferred Stock, of which 4.5 million
shares shall be designated New Senior Convertible Preferred Stock and 1.5
million shares shall be designated New Junior Preferred Stock, and (ii)
authorizing 100 million shares of New Common Stock.

B. CORPORATE ACTION; CANCELLATION OF SECURITIES

As of the Effective Date, the Certificates evidencing the Extinguished
Securities shall evidence solely the right to receive from Viasystems or Group
the distribution of the consideration, if any, set forth in Article III.C. On
the Effective Date, except as otherwise provided for herein, (i) the
Extinguished Securities, to the extent not already cancelled, shall be deemed
cancelled and of no further force or effect without any further action on the
part of the Bankruptcy Court or any other Person and (ii) the obligations of the
Debtors under the Extinguished Securities and under the Debtors' certificate of
incorporation, any agreements, indentures, or certificates of designations
governing the Extinguished Securities shall be terminated and discharged;
provided, however, that each indenture or other agreement that governs the
rights of the holder of a Claim based on the Extinguished Securities and that is
administered by an indenture trustee, agent, or servicer shall continue in
effect solely for the purposes of (a) allowing such indenture trustee, agent, or
servicer to make the distributions to be made on account of such Claims
hereunder and (b) permitting such indenture trustee, agent, or servicer to
maintain any rights it may have for fees, costs, and expenses under such
indenture or other agreement. Additionally, the cancellation of any indenture
shall not impair the rights and duties under such indenture as between the
indenture trustee thereunder and the beneficiaries of the trust created thereby.
Additionally, as of the Effective Date, all Equity Interests other than the
Equity Interests in Viasystems, to the extent not already cancelled, shall be
cancelled.

Any actions taken by an indenture trustee, agent or servicer that are not
for the purposes authorized hereunder shall not be binding upon the Debtors.
Except with respect to the making of distributions as provided in the preceding
paragraph, the Reorganized Debtors may, with or without cause, terminate any
indenture or other governing agreement and the authority of any indenture
trustee, agent or servicer to act thereunder at any time by giving five Business
Days' written notice of termination to the indenture trustee, agent, or
servicer. If distributions hereunder on account of Subordinated Note Claims have
not been completed at the time of termination of the indenture or other
governing agreement, the Reorganized Debtors

shall designate a distribution agent to act in place of the indenture trustee,
agent, or servicer, and the provisions of this Plan shall be deemed to apply to
the new distribution agent.

C. DIRECTORS AND EXECUTIVE OFFICERS

On the Effective Date, the term of each member of the current Board of
Directors of Group and Viasystems shall automatically expire. The initial Board
of Directors of Reorganized Group on and after the Effective Date shall consist
of nine members. Group shall identify the individuals proposed to serve as
directors of Reorganized Group in the Plan Supplement, which shall be filed with
the Bankruptcy Court on or before the date that is five Business Days prior to
the Confirmation Hearing. The board of directors of Reorganized Group shall have
the responsibility for the management, control, and operation of Reorganized
Group on and after the Effective Date. The members of the Management Group shall
maintain their current positions as executive officers of Reorganized Group on
and after the Effective Date. The officers and directors of Reorganized Group on
and after the Effective Date shall also serve as the officers and directors of
Reorganized Viasystems unless otherwise provided in the Plan Supplement.

D. NEW SECURITIES

As of the Effective Date, the issuance by Reorganized Group of New Warrants
to purchase an aggregate of 1,595,745 shares of New Common Stock shall be
authorized. The New Warrants shall (i) have a per share exercise price equal to
$25.56, with DTI, or $26.10, without DTI, (ii) be exercisable immediately and
(iii) expire seven years after the date issued.

The issuance, grant, and reservation of New Securities authorized in this
Article VI.D shall not require any further act or action by, among other
Persons, any shareholders or creditors of Group, under applicable law,
regulation, order or rule.

On or before the Distribution Date, Reorganized Group shall issue for
distribution in accordance with the provisions hereof the New Securities
required for distribution pursuant to the provisions hereof. All securities to
be issued shall be deemed issued as of the Effective Date regardless of the date
on which they are actually distributed. Descriptions of the terms of the New
Senior Convertible Preferred Stock, the New Junior Preferred Stock, and the New
Common Stock are set forth in Exhibit B annexed hereto.

On the Effective Date, Reorganized Group shall enter into the Stockholders
Agreement annexed hereto as Exhibit C.

E. NEW SENIOR CREDIT AGREEMENT

$378.8 million. In addition, the New Senior Credit Agreement shall include the
Exit Facility, which will provide for revolving loans of up to $61.85 million
and a letter of credit subfacility with a sublimit of $15.0 million. The Exit
Facility will be part of the New Senior Credit Agreement. The Exit Facility will
provide liquidity for working capital and other general corporate purposes to
Reorganized Group and its Subsidiaries following the conclusion of the Chapter
11 Cases. Availability under the Exit Facility will be subject to a domestic
asset coverage test and, with respect to revolving advances, limited to
circumstances in which Reorganized Viasystems and its Subsidiaries have less
than $20 million in unrestricted cash and cash equivalents on hand at the time
of, and after giving effect to, borrowing. As of the date of this Disclosure
Statement, the committed amount of the Exit Facility is $51.3 million. On the
Effective Date, the Reorganized Debtors will enter into the New Senior Credit
Agreement.

F. NEW SUBORDINATED NOTES

On the Effective Date, Reorganized Viasystems shall issue New Subordinated
Notes to holders of General Unsecured Claims against Viasystems in aggregate
principal amount equal to 85% of such Allowed Claims. The New Subordinated Notes
shall be subordinated to all indebtedness under the New Credit Agreement and all
other indebtedness of Viasystems for borrowed money. All principal and accrued
interest under the New Subordinated Notes shall be due and payable upon the
10-year anniversary of the Effective Date. The New Subordinated Notes shall bear
interest at the following rates, compounded semi-annually: (i) 0.0% in the first
year, (ii) 1.0% in the second year, (iii) 3.0% in the third year, (iv) 5.0% in
the fourth year, and (v) 8.0% in the fifth year and thereafter. The New
Subordinated Notes shall be non-transferable.

G. RIGHTS OFFERING AND HICKS MUSE EXCHANGE

Incident to and as part of the transactions that comprise this Plan, Group
is (i) issuing Rights to purchase 4,239,029 shares, with DTI, or 4,065,874
shares, without DTI, of New Senior Convertible Preferred Stock at an aggregate
purchase price of $53.75 million under the Rights Offering and (ii) exchanging
1,867,237 shares, with DTI, or 1,790,964 shares without DTI, of New Common Stock
for $23.7 million in Existing Bank Debt under the Hicks Muse Exchange. On the
Effective Date, Group shall consummate the Rights Offering and the Hicks Muse
Exchange, all as contemplated by the Rights Offering and the Commitment
Agreements.

H. INCENTIVE OPTION PLAN

In connection with this Plan, Reorganized Group shall adopt an Incentive
Option Plan that is intended to provide incentives to employees to continue
their efforts to foster and promote the long-term growth and performance of the
Reorganized Debtors and their Subsidiaries. The Incentive Option Plan shall
authorize the issuance of New Options to purchase up to 2,777,778 shares of New
Common Stock. Up to eighty-percent of such New Options will be issued on the
Effective Date (the "Tranche A Options") with a per share exercise price equal
to $12.68, with DTI, or $13.22, without DTI. Tranche A Options shall be issued
to employees of the Reorganized Debtors and their Subsidiaries in accordance
with an allocation recommended by the Chief Executive Officer of Reorganized
Group and approved by the Compensation Committee of the Board of Directors of
Reorganized Group; provided, a designee of Hicks Muse and a designee of GSC must
consent to such allocation. The Tranche A Options shall vest as follows:
one-third immediately upon the date of grant, one-third upon the 24-month
anniversary of the Effective Date, and one-third upon the 36-month anniversary
of the Effective Date. The remaining 20% of such New Options, plus any
additional options not granted as Tranche A Options and allocated as "Tranche B
Options" with the approval of Hicks Muse and GSC, shall be available for future
grants at the discretion of the Compensation Committee, subject to such terms
and conditions as the Compensation Committee may determine at the time of grant.

I. REVESTING OF ASSETS

The property of each Debtor's Estate, together with any property of each
Debtor that is not property of its Estate and that is not specifically disposed
of pursuant to this Plan, shall revest in the applicable Reorganized Debtor on
the Effective Date. Thereafter, the Reorganized Debtors may operate their
businesses and may use,

acquire, and dispose of property free of any restrictions of the Bankruptcy
Code, the Bankruptcy Rules, and the Bankruptcy Court. As of the Effective Date,
all property of the Reorganized Debtors shall be free and clear of all Claims,
encumbrances, Equity Interests, charges and liens except as specifically
provided or contemplated herein or the Confirmation Order. Without limiting the
generality of the foregoing, the Reorganized Debtors may, without application to
or approval by the Bankruptcy Court, pay professional fees and expenses incurred
after the Effective Date.

J. PRESERVATION OF RIGHTS OF ACTION; SETTLEMENT OF LITIGATION CLAIMS

Except as otherwise provided herein or the Confirmation Order, or in any
contract, instrument, release, indenture or other agreement entered into in
connection with this Plan, in accordance with section 1123(b) of the Bankruptcy
Code, the Reorganized Debtors shall retain and may enforce, sue on, settle, or
compromise (or decline to do any of the foregoing) all claims, rights or causes
of action, suits, and proceedings, whether in law or in equity, whether known or
unknown, that the Debtors or their Estates may hold against any Person or entity
without the approval of the Bankruptcy Court. The Reorganized Debtors or their
successor(s) may pursue such retained claims, rights or causes of action, suits,
or proceedings as appropriate, in accordance with the best interests of the
Reorganized Debtors or their successor(s) who hold such rights.

K. EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS

The chairman of the board of directors, president, chief financial officer,
any executive vice-president or senior vice-president, or any other appropriate
officer of each Debtor shall be authorized to execute, deliver, file, or record
such contracts, instruments, releases, indentures, and other agreements or
documents, and take such other actions, as may be necessary or appropriate, to
effectuate and further evidence the terms and conditions of this Plan. The
secretary or assistant secretary of the appropriate Debtor shall be authorized
to certify or attest to any of the foregoing actions.

L. EXEMPTION FROM CERTAIN TRANSFER TAXES

Pursuant to section 1146(c) of the Bankruptcy Code, any transfers from a
Debtor to a Reorganized Debtor or any other Person or entity pursuant to this
Plan shall not be subject to any document recording tax, stamp tax, conveyance
fee, intangibles or similar tax, mortgage tax, real estate transfer tax,
mortgage recording tax, or other similar tax or governmental assessment, and the
Confirmation Order shall direct the appropriate state or local governmental
officials or agents to forego the collection of any such tax or governmental
assessment and to accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or
governmental assessment.

ARTICLE VII.

PROVISIONS GOVERNING DISTRIBUTIONS

A. DISTRIBUTIONS FOR CLAIMS AND EQUITY INTERESTS ALLOWED AS OF THE EFFECTIVE
DATE

Except as otherwise provided herein or as ordered by the Bankruptcy Court,
distributions and issuances of New Securities to be made in exchange for or on
account of Claims or Equity Interests that are Allowed Claims or Allowed Equity
Interests as of the Effective Date shall be made on the Distribution Date, or as
soon thereafter as reasonably practicable. All Cash distributions shall be made
by the Disbursing Agent from available Cash of the Reorganized Debtors. Any
distribution hereunder of property other than Cash (including any issuance of
New Securities and the distribution of such New Securities in exchange for
Allowed Claims as of the Effective Date) shall be made by the Disbursing Agent,
the indenture trustee or the transfer agent in accordance with the terms of this
Plan.

B. DISBURSING AGENT

The Disbursing Agent shall make all distributions required hereunder,
except with respect to a holder of a Claim whose distribution is governed by an
indenture or other agreement and is administered by an indenture trustee, agent,
or servicer, which distributions shall be deposited with the appropriate
indenture trustee, agent, or servicer, who shall deliver such distributions to
the holders of Claims in accordance with the provisions hereof and the terms of
the relevant indenture or other governing agreement.

If the Disbursing Agent is an independent third party designated by the
Reorganized Debtors to serve in such capacity (or, in the case of an indenture
or other agreement that governs distributions and is administered by an
indenture trustee, agent, or servicer), such Disbursing Agent, indenture
trustee, agent, or servicer shall receive, without further Bankruptcy Court
approval, reasonable compensation for distribution services rendered pursuant to
this Plan and reimbursement of reasonable out-of-pocket expenses incurred in
connection with such services from the Reorganized Debtors on terms acceptable
to the Reorganized Debtors. No Disbursing Agent shall be required to give any
bond or surety or other security for the performance of its duties unless
otherwise ordered by the Bankruptcy Court. If otherwise so ordered, all costs
and expenses of procuring any such bond shall be paid by the Reorganized
Debtors.

C. SURRENDER OF SECURITIES OR INSTRUMENTS

On or before the Distribution Date, or as soon as reasonably practicable
thereafter, each holder of a Certificate shall surrender such Certificate to the
Disbursing Agent, or, with respect to the Subordinated Notes, the indenture
trustee, and such Certificate shall be cancelled. No distribution of property
hereunder, including the sale of New Senior Convertible Preferred Stock to a
holder of a Subordinated Note Claim pursuant to the Rights Offering, shall be
made to or on behalf of any such holder unless and until such Certificate is
received by the Disbursing Agent or the indenture trustee, as the case may be,
or the unavailability of such Certificate is reasonably established to the
satisfaction of the Disbursing Agent or indenture trustee, as the case may be.
Any such holder who fails to surrender or cause to be surrendered such
Certificate or fails to execute and deliver an affidavit of loss and indemnity
reasonably satisfactory to the Disbursing Agent or indenture trustee, as the
case may be, prior to the second anniversary of the Effective Date shall be
deemed to have forfeited all rights and Claims or Equity Interests in respect of
such Certificate, shall not participate in any distribution hereunder and shall
have no right to participate in the Rights Offering, and (i) all Cash in respect
of such forfeited distribution, including interest accrued thereon, shall revert
to Reorganized Group and (ii) all New Securities in respect of such forfeited
distribution shall be cancelled notwithstanding any federal or escheat laws to
the contrary.

D. INSTRUCTIONS TO DISBURSING AGENT

Prior to any distribution on account of a Subordinated Note Claim, the
indenture trustee shall (i) inform the Disbursing Agent as to the amount of
properly surrendered Subordinated Notes and (ii) inform the Disbursing Agent in
a properly completed letter of transmittal, accompanied by properly remitted
securities, of the names of holders of Allowed Subordinated Note Claims, and the
number of shares of New Stock to be issued and distributed to or on behalf of
such holders of Allowed Subordinated Note Claims in exchange for properly
surrendered Subordinated Notes.

E. SERVICES OF INDENTURE TRUSTEE

The indenture trustee's services with respect to consummation of this Plan
shall be as set forth herein and as authorized by the indenture.

F. RECORD DATE FOR DISTRIBUTIONS

if any, shall have no obligation to recognize any transfer of any such debt and
securities occurring after the Distribution Record Date and shall be entitled
instead to recognize and deal for all purposes hereunder with only those record
holders listed on the transfer ledgers as of the close of business on the
Distribution Record Date.

G. MEANS OF CASH PAYMENT

Cash payments hereunder shall be in U.S. funds by check, wire transfer, or
such other commercially reasonable manner as the payor shall determine in its
sole discretion.

H. CALCULATION OF DISTRIBUTION AMOUNTS OF NEW STOCK AND NEW WARRANTS

No fractional shares of New Stock or New Warrants to purchase fractional
shares of New Stock shall be issued or distributed hereunder or by Reorganized
Group or any Disbursing Agent, indenture trustee, agent, or servicer. Each
Person entitled to receive New Stock or New Warrants to purchase shares of New
Stock shall receive the total number of whole shares of New Stock or New
Warrants to purchase the total number of whole shares of New Stock to which such
Person is entitled. Whenever any distribution to a particular Person would
otherwise call for distribution of a fraction of a share of New Stock or a New
Warrant to purchase a fractional share of New Stock, such number of shares or
New Warrants to purchase shares to be distributed shall be rounded down to the
nearest whole number.

I. DELIVERY OF DISTRIBUTIONS; UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS

Distributions to holders of Allowed Claims shall be made by the Disbursing
Agent or the indenture trustee, as the case may be, (a) at the holder's last
known address, (b) at the address in any written notice of address change
delivered to the Disbursing Agent, (c) in the case of the holder of a
Subordinated Note Claim, at the address in the indenture trustee's official
records, or (d) at the address set forth in a properly completed letter of
transmittal accompanying a Certificate properly remitted in accordance with the
terms hereof. If any holder's distribution is returned as undeliverable, no
further distributions to such holder shall be made, unless and until the
Disbursing Agent or indenture trustee is notified of such holder's then current
address, at which time all missed distributions shall be made to such holder
without interest. Amounts in respect of undeliverable distributions made through
the Disbursing Agent or the indenture trustee shall be returned to the
appropriate Reorganized Debtor or the indenture trustee, as the case may be,
until such distributions are claimed. All claims for undeliverable distributions
must be made on or before the second anniversary of the Effective Date, after
which date (i) all Cash in respect of such forfeited distribution including
interest accrued thereon shall revert to Reorganized Group and (ii) all New
Securities in respect of such forfeited distribution shall be cancelled, in each
case, notwithstanding any federal or escheat laws to the contrary.

J. WITHHOLDING AND REPORTING REQUIREMENTS

In connection with this Plan and all distributions hereunder, the
Disbursing Agent shall, to the extent applicable, comply with all tax
withholding and reporting requirements imposed by any federal, state, local, or
foreign taxing authority, and all distributions hereunder shall be subject to
any such withholding and reporting requirements. The Disbursing Agent shall be
authorized to take all actions necessary or appropriate to comply with such
withholding and reporting requirements.

K. SETOFFS

Other than in respect of any Existing Credit Agreement Claim, a Reorganized
Debtor may, but shall not be required to, set off against any Claim, and the
payments or other distributions to be made pursuant to this Plan in respect of
such Claim, claims of any nature whatsoever that the Debtor or Reorganized
Debtor may have against the Claim's holder; provided, however, that neither the
failure to do so nor the allowance of any Claim hereunder shall constitute a
waiver or release by the Reorganized Debtor of any claim that the Debtor or
Reorganized Debtor may have against such holder. Nothing in this Plan shall be
deemed to expand rights to setoff under applicable non-bankruptcy law.
Notwithstanding the foregoing, the Reorganized Debtors shall be

deemed to waive and shall have no right of setoff or recoupment against any
Existing Credit Agreement Claim or against any amounts at any time due or
outstanding under the DIP Facility.

L. EFFECT OF DTI GUARANTY CLAIM

For purposes of this Plan, certain information regarding the New Securities
is presented on the basis of the relative effects of the Allowed portion of the
DTI Guaranty Claim equaling the maximum potential amount of such Claim
(estimated at $13.5 million) and the relative effects of the entire DTI Guaranty
Claim being Disallowed or otherwise not being entitled to receive a distribution
under the Plan. The methodology for determining the actual effect of the DTI
Guaranty Claim on the New Securities is set forth below.

The determination of the number of shares and purchase price of New Common
Stock and New Senior Convertible Preferred Stock and the exercise price of the
New Warrants and Tranche A New Options shall be based upon the following facts
and assumptions:

- the Allowed DTI Guaranty Claim amount shall be established by agreement
or through the estimation process (the "DTI Amount");

- each share of New Senior Convertible Preferred Stock is initially
convertible into one share of New Common Stock;

- the aggregate number of shares of New Common Stock and New Senior
Convertible Preferred Stock to be issued under the Plan (including the
Rights Offering and Hicks Muse Exchange) shall total 25 million shares
(the "Total Common Shares");

- the aggregate value of the Total Common Shares equals $330.5 million less
the DTI Amount (the "Initial Common Equity Value");

- the initial share price of the New Common Stock equals the Initial Common
Equity Value divided by the Total Common Shares (the "Initial Common
Share Price"); and

- the holders of Senior Note Claims shall receive 1,584,344 shares of the
New Common Stock ("Senior Note Common Shares").

- the number of shares of New Common Stock to be issued to the holder of
the DTI Guaranty Claim (the "DTI Common Shares") shall be equal to the
product of (i) the DTI Amount divided by the aggregate amount of Senior
Notes Claims ($120.1 million) and (ii) the Senior Note Common Shares;

- the number of shares of New Senior Convertible Preferred Stock to be
issued pursuant to the Rights Offering shall be equal to the aggregate
amount of the Rights Offering ($53.75 million) divided by the Initial
Common Share Price;

- the number of shares of New Common Stock to be issued pursuant to the
Hicks Muse Exchange shall be equal to the aggregate amount of the Hicks
Muse Exchange ($23.7 million) divided by the Initial Common Share Price;
and

- New Common Stock equal to the remaining Total Common Shares shall be
issued to the holders of Subordinated Note Claims.

The number of shares of New Junior Preferred Stock to be issued with
respect to the Senior Note Claims and the DTI Guaranty Claim shall equal one
share for each $100 of such Allowed Claim.

Based on the facts and assumptions set forth above, the exercise price of
the New Warrants to be issued with respect to the Group General Unsecured Claims
and the Group Existing Preferred Stock shall be determined by dividing (i) the
sum of the Initial Common Equity Value and $322.0 million by (ii) the Total
Common Shares.

The exercise price of the Tranche A New Options shall be the Initial Common
Share Price.

ARTICLE VIII.

PROCEDURES FOR RESOLVING DISPUTED,
CONTINGENT, AND UNLIQUIDATED CLAIMS

A. OBJECTIONS TO CLAIMS; DISPUTED CLAIMS

The Debtors intend to make distributions, as required by this Plan, in
accordance with the books and records of the Debtors (or in the case of the
Existing Bank Debt, in accordance with the books and records of JPMorgan Chase
Bank as Administrative Agent under the Existing Credit Agreement). Unless
disputed by a holder of a Claim or Equity Interest, the amount set forth in the
books and records of the Debtors shall constitute the amount of the Allowed
Claim or Allowed Equity Interest of such holder. If any holder of a Claim or
Equity Interest disagrees with the Debtors, such holders must so advise the
Debtors in writing, in which event, the Claim or Equity Interest shall be a
Disputed Claim or a Disputed Equity Interest. The Debtors intend to attempt to
resolve any such disputes consensually, or through other judicial means outside
of the Bankruptcy Court. Nevertheless, the Debtors may, in their discretion,
file with the Bankruptcy Court (or any other court of competent jurisdiction) an
objection to the allowance of any Claim or Equity Interest, or any other
appropriate motion or adversary proceeding with respect thereto. All such
objections shall be litigated to Final Order; provided, however, that the
Debtors may compromise and settle, withdraw or resolve by any other method,
without requirement of Bankruptcy Court approval, any objections to Claims or
Equity Interests. In addition, any Debtor may, at any time, request that the
Bankruptcy Court estimate any contingent or unliquidated Claim pursuant to
section 502(c) of the Bankruptcy Code or other applicable law regardless of
whether such Debtor has previously objected to such Claim or whether the
Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall
retain jurisdiction to estimate any Claim at any time during litigation
concerning any objection to any Claim, including during the pendency of the any
appeal relating to any such objection. In the event the Bankruptcy Court
estimates any contingent or unliquidated Claim, that estimated amount shall
constitute either the Allowed amount of such Claim or a maximum limitation on
such Claim, as determined by the Bankruptcy Court. If the estimated amount
constitutes a maximum limitation on such Claim, the Debtors may elect to pursue
any supplemental proceedings to object to any ultimate distribution on such
Claim. All of the aforementioned Claims objection, estimation, and resolution
procedures are cumulative and are not necessarily exclusive of one another.
Claims may be estimated and thereafter resolved by any permitted mechanism.

B. NO DISTRIBUTION PENDING ALLOWANCE

Notwithstanding any other provision herein, if any portion of a Claim is a
Disputed Claim, no payment or distribution provided hereunder shall be made on
account of or in exchange for such Claim unless and until such Disputed Claim
becomes an Allowed Claim.

C. DISTRIBUTIONS AFTER ALLOWANCE

To the extent that a Disputed Claim or Disputed Equity Interest ultimately
becomes an Allowed Claim or Allowed Equity Interest, a distribution shall be
made to the holder of such Allowed Claim or Allowed Equity Interest in
accordance with the provisions of this Plan. As soon as reasonably practicable
after the date that the order or judgment of the Bankruptcy Court or other
applicable court of competent jurisdiction allowing any Disputed Claim or
Disputed Equity Interest becomes a Final Order, the Disbursing Agent shall
provide to the holder of such Claim or Equity Interest the distribution to which
such holder is entitled hereunder on account of or in exchange for such Allowed
Claim.

ARTICLE IX.

TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES

A. ASSUMED CONTRACTS AND LEASES

Except as otherwise provided herein, or in any contract, instrument,
release, indenture, or other agreement or document entered into in connection
with this Plan, as of the Effective Date each Reorganized Debtor shall be deemed
to have assumed each executory contract and unexpired lease to which it is a
party, unless such contract or lease (i) was previously assumed or rejected by
the Debtors, (ii) previously expired or terminated pursuant to its own terms,
(iii) is the subject of a motion to reject filed on or before the Confirmation
Date or (iv) is set forth in a schedule, as an executory contract or unexpired
lease to be rejected, filed as part of the Plan Supplement. The Confirmation
Order shall constitute an order of the Bankruptcy Court under section 365 of the
Bankruptcy Code approving the contract and lease assumptions or rejections
described above, as of the Effective Date.

Each executory contract and unexpired lease that is assumed and relates to
the use, ability to acquire, or occupancy of real property shall include (a) all
modifications, amendments, supplements, restatements, or other agreements made
directly or indirectly by any agreement, instrument, or other document that in
any manner affect such executory contract or unexpired lease and (b) all
executory contracts or unexpired leases appurtenant to the premises, including
all easements, licenses, permits, rights, privileges, immunities, options,
rights of first refusal, powers, uses, usufructs, reciprocal easement
agreements, vaults, tunnel or bridge agreements or franchises, and any other
interests in real estate or rights in rem related to such premises, unless any
of the foregoing agreements has been rejected pursuant to an order of the
Bankruptcy Court.

B. PAYMENTS RELATED TO ASSUMPTION OF CONTRACTS AND LEASES

Any monetary amounts by which any executory contract and unexpired lease to
be assumed hereunder is in default shall be satisfied, under section 365(b)(1)
of the Bankruptcy Code, by the applicable Debtor. If there is a dispute
regarding (i) the nature or amount of any Cure, (ii) the ability of a
Reorganized Debtor or any assignee to provide "adequate assurance of future
performance" (within the meaning of section 365 of the Bankruptcy Code) under
the contract or lease to be assumed, or (iii) any other matter pertaining to
assumption, Cure shall occur following the entry of a Final Order of the
Bankruptcy Court resolving the dispute and approving the assumption or
assumption and assignment, as the case may be.

C. REJECTED CONTRACTS AND LEASES

Except as otherwise provided herein or in any contract, instrument,
release, indenture or other agreement or document entered into in connection
with this Plan, none of the executory contracts and unexpired leases to which a
Debtor is a party shall be rejected hereunder; provided, however, that the
Debtors reserve the right, at any time prior to the Confirmation Date, to seek
to reject any executory contract or unexpired lease to which either Debtor is a
party.

D. CLAIMS BASED ON REJECTION OF EXECUTORY CONTRACTS OR UNEXPIRED LEASES

All Claims arising out of the rejection of executory contracts and
unexpired leases must be served upon the appropriate Debtor and its counsel
within 60 days after the earlier of (i) the date of entry of an order of the
Bankruptcy Court approving such rejection or (ii) the Confirmation Date. Any
Claims not filed within such times shall be forever barred from assertion
against the respective Debtor, its Estate, and its property.

E. COMPENSATION AND BENEFIT PLANS AND TREATMENT OF RETIREMENT PLAN

Petition Date and not since terminated, shall be deemed to be, and shall be
treated as if they were, executory contracts that are to be assumed hereunder.
The Debtors' obligations under such plans and programs shall survive
Confirmation of this Plan, except for (i) executory contracts or employee
benefit plans specifically rejected pursuant to this Plan (to the extent such
rejection does not violate sections 1114 and 1129(a)(13) of the Bankruptcy Code)
and (ii) such executory contracts or employee benefit plans as have previously
been rejected, are the subject of a motion to reject as of the Confirmation
Date, or have been specifically waived by the beneficiaries of any employee
benefit plan or contract; provided, however, that the Debtors' obligations, if
any, to pay all "retiree benefits," as defined in section 1114(a) of the
Bankruptcy Code, shall continue unimpaired and in full force and effect.

ARTICLE X.

ACCEPTANCE OR REJECTION OF THIS PLAN

A. CLASSES ENTITLED TO VOTE

Each Impaired Class of Claims that shall (or may) receive or retain
property or any interest in property hereunder is entitled to vote to accept or
reject this Plan. Notwithstanding any distribution of Warrants that holders of
Equity Interests in Class 8 may be entitled to receive hereunder, the Debtors
intend to seek entry of an order pursuant to which such holders shall be deemed
to have rejected this Plan and shall not be entitled to vote in respect of this
Plan. By operation of law, each unimpaired Class of Claims or Equity Interests
is deemed to have accepted this Plan and, therefore, is not entitled to vote.
Because holders of Claims and Equity Interests in Classes that are not entitled
to receive or retain any property hereunder are presumed to have rejected this
Plan, they are not entitled to vote.

B. ACCEPTANCE BY IMPAIRED CLASSES

An Impaired Class of Claims shall have accepted this Plan if the holders of
at least two-thirds in amount and more than one-half in number of the Allowed
Claims in the Class actually voting have voted to accept this Plan, in each case
not counting the vote of any holder designated under section 1126(e) of the
Bankruptcy Code.

C. ELIMINATION OF CLASSES

Any Class that does not contain any Allowed Claims or Equity Interests or
any Claims or Equity Interests temporarily allowed for voting purposes under
Federal Rule of Bankruptcy Procedure 3018, as of the date of the commencement of
the Confirmation Hearing, shall be deemed not included in this Plan for purposes
of (i) voting to accept or reject this Plan and (ii) determining whether such
Class has accepted or rejected this Plan under section 1129(a)(8) of the
Bankruptcy Code.

D. NONCONSENSUAL CONFIRMATION

The Bankruptcy Court may confirm this Plan over the dissent of any Impaired
Class if all of the requirements for consensual confirmation under subsection
1129(a), other than subsection 1129(a)(8), of the Bankruptcy Code and for
nonconsensual confirmation under of subsection 1129(b) of the Bankruptcy Code
have been satisfied.

To obtain confirmation notwithstanding the nonacceptance of a Class, the
Debtors must demonstrate to the Court that this Plan "does not discriminate
unfairly" and is "fair and equitable" with respect to any dissenting Impaired
Classes. A plan does not discriminate unfairly if the legal rights of a
dissenting Class are treated in a manner consistent with the treatment of other
classes whose legal rights are substantially similar to those of the dissenting
class and if no class receives more than it is entitled to for its Claims or
Equity Interests. If required, the Debtors shall show at the Confirmation
Hearing that this Plan does not discriminate unfairly.

To the extent necessary, the Debtors shall request confirmation of this
Plan, as this Plan may be modified from time to time, under section 1129(b) of
the Bankruptcy Code.

ARTICLE XI.

CONDITIONS PRECEDENT TO THIS PLAN'S
CONFIRMATION AND CONSUMMATION

A. CONDITIONS TO CONFIRMATION

The Confirmation hereof is subject to the satisfaction or due waiver of the
following conditions precedent:

1. The proposed Confirmation Order shall be in form and substance
reasonably acceptable to the Debtors and the Senior Lenders, the
Noteholders' Committee, and Hicks Muse.

2. The Exit Facility commitment and the Commitment Agreements shall be
in full force and effect and shall not have expired or otherwise
terminated.

B. CONDITIONS TO EFFECTIVE DATE

The following are conditions precedent to the occurrence of the Effective
Date, each of which must be satisfied or waived in accordance with Article XI.C
below:

1. The Confirmation Order shall have been entered by the Bankruptcy
Court and that order must provide, among other things, that:

a. the Debtors and Reorganized Debtors are authorized and directed
to take all actions necessary or appropriate to enter into, implement,
and consummate the contracts, instruments, releases, leases, indentures,
and other agreements or documents created in connection with this Plan;

b. the provisions of the Confirmation Order are non-severable and
mutually dependent;

c. all executory contracts or unexpired leases assumed or assumed
and assigned by the Debtors during the Chapter 11 Cases or hereunder
shall remain in full force and effect for the benefit of the Reorganized
Debtors or their assignees notwithstanding any provision in such
contract or lease (including those described in sections 365(b)(2) and
(f) of the Bankruptcy Code) that prohibits such assignment or transfer
or that enables, permits, or requires termination of such contract or
lease;

d. the transfers of property by the Debtors (i) to the Reorganized
Debtors (A) are or shall be legal, valid, and effective transfers of
property, (B) vest or shall vest the Reorganized Debtors with good title
to such property free and clear of all liens, charges, Claims,
encumbrances, or Equity Interests, except as expressly provided herein
or Confirmation Order, (C) do not and shall not constitute avoidable
transfers under the Bankruptcy Code or under applicable bankruptcy or
nonbankruptcy law, and (D) do not and shall not subject the Reorganized
Debtors to any liability by reason of such transfer under the Bankruptcy
Code or under applicable nonbankruptcy law, including any laws affecting
successor, transferee or stamp or recording tax liability and (ii) to
holders of Claims or Equity Interests hereunder are for good
consideration and value;

e. except as expressly provided herein (or in any order of the
Bankruptcy Court), upon the effectiveness of all transactions incident
to and part hereof, the Debtors are discharged effective upon the
Confirmation Date from any "debt" (as that term is defined in section
101(12) of the Bankruptcy Code), and the Debtors' liability in respect
thereof is extinguished completely, whether reduced to judgment or not,
liquidated or unliquidated, contingent or noncontingent, asserted or
unasserted, fixed or unfixed, matured or unmatured, disputed or
undisputed, legal or equitable, or known or unknown, or that arose from
any agreement of the Debtors that has either been assumed or rejected in
the Chapter 11 Cases or pursuant hereto, or obligation of the Debtors
incurred before the Confirmation Date, or from any conduct of the
Debtors prior to the Confirmation Date, or that

otherwise arose before the Confirmation Date, including all interest, if
any, on any such debts, whether such interest accrued before or after
the Petition Date;

f. all Existing Group Preferred Stock, Existing Group Common Stock,
and Existing Other Equity Interests in Group shall be cancelled
effective upon the Effective Date;

g. the New Securities issued hereunder are exempt from registration
under the Securities Act pursuant to section 1145 of the Bankruptcy
Code, except to the extent that any holders of New Securities are
"underwriters," as that term is defined in section 1145 of the
Bankruptcy Code; and

h. the Debtors and the members of the Creditor Group have acted in
good faith with respect to the formulation, the Solicitation, and
Confirmation of the Plan, pursuant to section 1125(e) of the Bankruptcy
Code.

2. All authorizations, consents, and regulatory approvals required, if
any, in connection with the consummation of this Plan shall have been
obtained.

3. The New Senior Credit Agreement shall have been executed by all
necessary parties thereto and prior to, or simultaneously with, the
effectiveness of this Plan, all conditions precedent thereto shall have
been satisfied or waived such that it shall have become effective.

4. The Debtors shall have executed and delivered all documents
necessary to effectuate the issuance of the New Securities.

5. All other actions, documents, and agreements necessary to implement
this Plan shall have been effected or executed, including the consummation
of the Commitment Agreements.

6. No stay of the Confirmation Order and/or consummation of this Plan
is in effect.

7. The aggregate amount of Allowed Claims and Disputed Claims in Class
6B -- Viasystems General Unsecured Claims shall not exceed $7.5 million.

8. The Lockup Agreement shall not have been terminated.

9. All definitive documentation relating to the Plan and the
transactions contemplated thereby shall be consistent in all material
respects with the Lockup Agreement and the definitive documentation
relating to the classes of Preferred Stock, the New Warrants, the
Stockholders Agreement, the New Subordinated Notes, the Incentive Option
Plan, the New Senior Credit Agreement, the DIP Facility, the Reorganized
Group Certificate of Incorporation and all other documents material to the
consummation of the transactions contemplated under the Plan shall be in
form and substance reasonably acceptable to each of the Senior Lenders, the
Noteholders' Committee, and Hicks Muse.

C. WAIVER OF CONDITIONS

Each of the conditions set forth in Article XI.B above, other than as set
forth in Article XI.B. 3, 5, and 6, may be waived in whole or in part by the
Debtors, with the consent of the Senior Lenders, the Noteholders' Committee, and
Hicks Muse (which consent shall not be unreasonably withheld), without any
notice to other parties in interest or the Bankruptcy Court and without a
hearing. The conditions set forth in Article XI.A above may not be waived
without the consent of the Senior Lenders, the Noteholders' Committee and Hicks
Muse (which consents shall not be unreasonably withheld). The failure to satisfy
or waive any condition to confirmation or the Effective Date may be asserted by
the Debtors regardless of the circumstances giving rise to the failure of such
condition to be satisfied (including any action or inaction by the Debtors). The
failure of the Debtors to exercise any of the foregoing rights shall not be
deemed a waiver of any other rights, and each such right shall be deemed an
ongoing right that may be asserted at any time.

ARTICLE XII.

MODIFICATIONS AND AMENDMENTS; WITHDRAWAL

The Debtors may alter, amend, or modify this Plan or any exhibits thereto
under section 1127(a) of the Bankruptcy Code at any time prior to the
Confirmation Date, with the consent of the Senior Lenders, the Noteholders'
Committee, and Hicks Muse (which consent shall not be unreasonably withheld).
The Debtors reserve the right to include any amended exhibits in the Plan
Supplement, whereupon each such amended exhibit shall be deemed substituted for
the original of such exhibit. After the Confirmation Date the Debtors or
Reorganized Debtors may, under section 1127(b) of the Bankruptcy Code, institute
proceedings in the Bankruptcy Court to remedy any defect or omission or
reconcile any inconsistencies herein, the Disclosure Statement, and the
Confirmation Order, and to accomplish such matters as may be necessary to carry
out the purposes and extent hereof so long as such proceedings do not materially
and adversely affect the treatment of holders of Claims or Equity Interests
hereunder.

ARTICLE XIII.

RETENTION OF JURISDICTION

Under sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding
this Plan's Confirmation and the occurrence of the Effective Date, the
Bankruptcy Court shall retain exclusive jurisdiction (except with respect to the
purposes described under clauses (A) and (N) below, with respect to which
jurisdiction shall not be exclusive) over all matters arising out of or related
to the Chapter 11 Cases and this Plan, to the fullest extent permitted by law,
including jurisdiction to:

A. determine any and all objections to the allowance of Claims or
Equity Interests;

B. determine any and all motions to estimate Claims at any time,
regardless of whether the Claim to be estimated is the subject of a pending
objection, a pending appeal, or otherwise;

C. determine any and all motions to subordinate Claims or Equity
Interests at any time and on any basis permitted by applicable law;

D. hear and determine all Professional Fee Claims and other
Administrative Claims;

E. hear and determine all matters with respect to the assumption or
rejection of any executory contract or unexpired lease to which a Debtor is
a party or with respect to which a Debtor may be liable, including, if
necessary, the nature or amount of any required Cure or the liquidation of
any Claims arising therefrom;

F. hear and determine any and all adversary proceedings, motions,
applications, and contested or litigated matters arising out of, under, or
related to, the Chapter 11 Cases;

G. enter such orders as may be necessary or appropriate in aid of the
consummation hereof and to execute, implement, or consummate the provisions
hereof and all contracts, instruments, releases, and other agreements or
documents created in connection with this Plan, the Disclosure Statement or
the Confirmation Order;

H. hear and determine disputes arising in connection with the
interpretation, implementation, consummation, or enforcement hereof and all
contracts, instruments, and other agreements executed in connection with
this Plan;

I. hear and determine any request to modify this Plan or to cure any
defect or omission or reconcile any inconsistency herein or any order of
the Bankruptcy Court;

J. issue and enforce injunctions or other orders, or take any other
action that may be necessary or appropriate to restrain any interference
with or compel action for the implementation, consummation, or enforcement
hereof or the Confirmation Order;

K. enter and implement such orders as may be necessary or appropriate
if the Confirmation Order is for any reason reversed, stayed, revoked,
modified, or vacated;

L. hear and determine any matters arising in connection with or
relating hereto, the Confirmation Order or any contract, instrument,
release, or other agreement or document created in connection with this
Plan, the Disclosure Statement or the Confirmation Order;

M. enforce all orders, judgments, injunctions, releases, exculpations,
indemnifications and rulings entered in connection with the Chapter 11
Cases;

N. recover all assets of the Debtors and property of the Debtors'
Estates, wherever located;

O. hear and determine matters concerning state, local, and federal
taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy
Code;

P. hear and determine all disputes involving the existence, nature, or
scope of the Debtors' discharge;

Q. hear and determine such other matters as may be provided in the
Confirmation Order or as may be authorized under, or not inconsistent with,
provisions of the Bankruptcy Code; and

R. enter a final decree closing the Chapter 11 Cases.

ARTICLE XIV.

COMPROMISES AND SETTLEMENTS

Pursuant to Federal Rule of Bankruptcy Procedure 9019(a), the Debtors may
compromise and settle various Claims against them and/or claims they may have
against other Persons. Each of the Debtors expressly reserves the right (with
Bankruptcy Court approval, following appropriate notice and opportunity for a
hearing) to compromise and settle Claims against it and claims that it may have
against other Persons up to and including the Effective Date. After the
Effective Date, such right shall transfer to the Reorganized Debtors pursuant
hereto and Bankruptcy Court approval of such action shall not be required.

ARTICLE XV.

MISCELLANEOUS PROVISIONS

A. BAR DATES FOR CERTAIN CLAIMS

1. ADMINISTRATIVE CLAIMS

The Confirmation Order shall establish an Administrative Claims Bar Date
for the filing of all Administrative Claims (other than Professional Fee Claims
or Claims for the expenses of the members of any Committee (if appointed)),
which date shall be 60 days after the Confirmation Date. Holders of asserted
Administrative Claims, other than Professional Fee Claims or Claims for United
States Trustee fees or the expenses of the members of any Committee (if
appointed), not paid and not arising out of transactions in the ordinary course
of business prior to the Confirmation Date must submit proofs of Administrative
Claim on or before such Administrative Claims Bar Date or forever be barred from
doing so. The notice of Confirmation to be delivered pursuant to Bankruptcy
Rules 3020(c) and 2002(f) shall set forth such date and constitute notice of
this Administrative Claims Bar Date. The Debtors or the Reorganized Debtors, as
the case may be, shall have 60 days (or such longer period as may be allowed by
order of the Bankruptcy Court) following the Administrative Claims Bar Date to
review and object to such Administrative Claims before a hearing for
determination of allowance of such Administrative Claim.

2. PROFESSIONAL FEE CLAIMS

All final requests for compensation or reimbursement of Professional Fee
Claims pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the
Bankruptcy Code for services rendered to the Debtors or any Committee (if
appointed) prior to the Effective Date must be filed and served on the
Reorganized Debtors and their counsel no later than 60 days after the Effective
Date, unless otherwise ordered by the Bankruptcy Court. Objections to
applications of such Professionals or other entities for compensation or
reimbursement of expenses must be filed and served on the Reorganized Debtors
and their counsel and the requesting Professional or other entity no later than
60 days (or such longer period as may be allowed by order of the Bankruptcy
Court) after the date on which the applicable application for compensation or
reimbursement was served. Notwithstanding the foregoing, the reasonable fees and
expenses incurred on or after the Petition Date by Stroock & Stroock & Lavan
LLP, as counsel to the Noteholders' Committee, Jefferies & Company, Inc., as
financial advisors to the Noteholders' Committee, and Vinson & Elkins L.L.P., as
counsel to Hicks Muse, and any other professionals retained by the Noteholders'
Committee or Hicks Muse respectively, including local counsel, pursuant to their
respective agreements entered into prior to, on, or subsequent to the Petition
Date, shall be paid by the Debtors or the Reorganized Debtors as Administrative
Claims in the ordinary course of the Debtors' businesses, without application by
or on behalf of any such parties to the Bankruptcy Court, and without notice and
a hearing, unless specifically required by the Bankruptcy Court. If the Debtors
or the Reorganized Debtors and any such professional cannot agree on the amount
of fees and expenses to be paid to such party, the amount of fees and expenses
shall be determined by the Bankruptcy Court.

B. PAYMENT OF STATUTORY FEES

All fees payable under section 1930 of title 28 of the United States Code,
as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid
on or before the Effective Date. All such fees that arise after the Effective
Date but before the closing of the Chapter 11 Cases shall be paid by the
Reorganized Debtors.

C. SEVERABILITY OF PLAN PROVISIONS

If, prior to Confirmation, any term or provision hereof is held by the
Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, at
the request of the Debtors, shall have the power to alter and interpret such
term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held
to be invalid, void, or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration, or interpretation, the remainder of the terms and provisions hereof
shall remain in full force and effect and shall in no way be affected, impaired,
or invalidated by such holding, alteration, or interpretation. The Confirmation
Order shall constitute a judicial determination and shall provide that each term
and provision hereof, as it may have been altered or interpreted in accordance
with the foregoing, is valid and enforceable pursuant to its terms.

D. SUCCESSORS AND ASSIGNS

The rights, benefits and obligations of all Persons named or referred to
herein shall be binding on, and shall inure to the benefit of, their respective
heirs, executors, administrators, personal representatives, successors or
assigns.

E. DISCHARGE OF THE DEBTORS AND INJUNCTION

All consideration distributed hereunder shall be in exchange for, and in
complete satisfaction, settlement, discharge, and release of, all Claims against
and Equity Interests in the Debtors of any nature whatsoever or against any of
the Debtor's assets or properties. Except as otherwise expressly provided
herein, entry of the Confirmation Order (subject to the occurrence of the
Effective Date) shall act as a discharge of all Claims against and debt of,
liens on, and Equity Interests in each of the Debtors, the Debtors' assets, and
their properties, arising at any time before the entry of the Confirmation
Order, regardless of whether a proof of

Claim or proof of Equity Interest therefor was filed, whether the Claim or
Equity Interest is Allowed, or whether the holder thereof votes to accept this
Plan or is entitled to receive a distribution thereunder, subject to the
occurrence of the Effective Date. Upon entry of the Confirmation Order, and
subject to the occurrence of the Effective Date, any holder of such discharged
Claim or Equity Interest shall be precluded from asserting against the Debtors
or any of their assets or properties any other or further Claim or Equity
Interest based upon any document, instrument, act, omission, transaction, or
other activity of any kind or nature that occurred before the date of entry of
the Confirmation Order except as otherwise expressly provided in this Plan. The
Confirmation Order shall be a judicial determination of discharge of all
liabilities of the Debtors, subject to the occurrence of the Effective Date.

In accordance with section 524 of the Bankruptcy Code, the discharge
provided by this section and section 1141 of the Bankruptcy Code shall act as an
injunction against the commencement or continuation of any action, employment of
process, or act to collect, offset, or recover the Claims and Equity Interest
discharged hereby. Except as otherwise expressly provided in this Plan or the
Confirmation Order, all Persons who have held, hold, or may hold Claims against,
or Equity Interests in, the Debtors shall be permanently enjoined, on and after
the Effective Date, from (i) commencing or continuing in any manner any action
or other proceeding of any kind with respect to any such Claim or Equity
Interest, (ii) the enforcement, attachment, collection, or recovery by any
manner or means of any judgment, award, decree, or order against the Debtors on
account of any such Claim or Equity Interest, (iii) creating, perfecting, or
enforcing any encumbrance of any kind against the Debtors or against the
property or interests in property of the Debtors on account of any such Claim or
Equity Interest, and (iv) asserting any right of setoff, subrogation, or
recoupment of any kind against any obligation due from the Debtors or against
the property or interests in property of the Debtors on account of any such
Claim or Equity Interest. The foregoing injunction shall extend to successors of
the Debtors (including, without limitation, the Reorganized Debtors) and their
respective properties and interests in property.

F. DEBTORS' RELEASES

On the Effective Date, effective as of the Confirmation Date, the Debtors
shall release and be permanently enjoined from any prosecution or attempted
prosecution of any and all causes of action which they have or may have against
any present or former director, officer, or employee of the Debtors; provided,
however, that the foregoing shall not operate as a waiver of or release from any
causes of action arising out of (i) any express contractual obligation owing by
any such director, officer, or employee of the Debtors or (ii) the willful
misconduct or gross negligence of such director, officer, or employee in
connection with, related to, or arising out of the Chapter 11 Cases, the pursuit
of Confirmation hereof, the consummation hereof, the administration hereof, or
the property to be distributed hereunder.

On the Effective Date, effective as of the Confirmation Date, the Debtors
shall release and be permanently enjoined from any prosecution or attempted
prosecution of any and all claims and causes of action, including any claims or
causes of action under Chapter 5 of the Bankruptcy Code, which they have or may
have against any member of the Creditor Group and its respective members,
officers, directors, agents, financial advisors, attorneys, employees, equity
holders, partners, affiliates and representatives and their respective property
in connection with (i) actions taken as or in its capacity of being a member of
the Creditor Group and (ii) the Chapter 11 Cases.

G. OTHER RELEASES

On the Effective Date, effective as of the Confirmation Date, and except as
otherwise provided herein or in the Confirmation Order, the Debtors, the
Reorganized Debtors, each member of the Creditor Group, and the indenture
trustee, and each of their respective members, officers, directors, agents,
financial advisors, attorneys, employees, equity holders, partners, affiliates
and representatives and their respective property shall be released from any and
all claims, obligations, rights, causes of action, and liabilities which the
Debtors, Reorganized Debtors, or any holder of a Claim against or Equity
Interest in any Debtor may be entitled to assert, whether for tort, fraud,
contract, violations of federal or state securities laws, or otherwise, whether
known or unknown, foreseen or unforeseen, existing or hereafter arising, based
in whole or in part upon any act

or omission, transaction, or other occurrence taking place on or before the
Confirmation Date, in any way relating to the Chapter 11 Cases or this Plan, or
otherwise; provided, however, that nothing shall release any Person from any
claims, obligations, rights, causes of action, or liabilities based upon any act
or omission in connection with, relating to, or arising out of, the Chapter 11
Cases, the solicitation of acceptances hereof, the pursuit of Confirmation
hereof, the consummation hereof, the administration hereof, or the property to
be distributed hereunder arising out of such Person's gross negligence or
willful misconduct.

H. EXCULPATION AND LIMITATION OF LIABILITY

The Reorganized Debtors, the members of the Creditor Group, and any and all
of their respective present or former members, officers, directors, employees,
equity holders, partners, affiliates, advisors, attorneys, or agents, or any of
their successors or assigns, shall not have or incur any liability to any holder
of a Claim or an Equity Interest, or any other party-in-interest, or any of
their respective agents, employees, equity holders, partners, members,
representatives, financial advisors, attorneys, or affiliates, or any of their
successors or assigns, for any act or omission in connection with, relating to,
or arising out of the administration of the Chapter 11 Cases, the solicitation
of acceptances hereof, the pursuit of Confirmation hereof, the consummation
hereof, or the administration hereof or the property to be distributed
hereunder, except for their willful misconduct or gross negligence, and in all
respects shall be entitled to reasonably rely upon the advice of counsel with
respect to their duties and responsibilities hereunder.

Notwithstanding any other provision hereof, no holder of a Claim or Equity
Interest, no other party-in-interest, none of their respective agents,
employees, equity holders, partners, members, representatives, financial
advisors, attorneys, or affiliates, and no successors or assigns of the
foregoing, shall have any right of action against the Reorganized Debtors, the
Estates, any Committee, the members of the Creditor Group, any holder of
Eligible Claims, or any of their respective present or former members, officers,
directors, employees, equity holders, partners, or affiliates, or any of their
successors or assigns, for any act or omission in connection with, relating to,
or arising out of, the administration of the Chapter 11 Cases, the solicitation
of acceptances hereof, the pursuit of Confirmation hereof, the consummation
hereof, or the administration hereof or the property to be distributed
hereunder, except for their willful misconduct or gross negligence.

I. WAIVER OF ENFORCEMENT OF SUBORDINATION

All Claims against and Equity Interests in the Debtors and all rights and
claims between or among holders of Claims and Equity Interests relating in any
manner whatsoever to Claims against and Equity Interests in the Debtors, based
upon any claimed subordination rights (if any), shall be deemed satisfied by the
distributions hereunder to holders of Claims and Equity Interests having such
subordination rights, and such subordination rights shall be deemed waived,
released, discharged, and terminated as of the Effective Date. Distributions to
the various Classes of Claims and Equity Interests hereunder shall not be
subject to levy, garnishment, attachment, or like legal process by any holder of
a Claim by reason of any claimed subordination rights or otherwise, so that each
holder of a Claim or Equity Interest shall have, receive and retain the benefit
of the distributions in the manner set forth herein.

J. TERM OF INJUNCTIONS OR STAYS

Unless otherwise provided herein or in the Confirmation Order, all
injunctions or stays in effect in the Chapter 11 Cases under sections 105 or 362
of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the
Confirmation Date (excluding any injunctions or stays contained herein or the
Confirmation Order), shall remain in full force and effect until the Effective
Date. All injunctions or stays contained herein or the Confirmation Order shall
remain in full force and effect in accordance with their terms.

K. BINDING EFFECT

This Plan shall be binding upon and inure to the benefit of the Debtors,
all present and former holders of Claims against and Equity Interests in the
Debtors, their respective successors and assigns, including the Reorganized
Debtors, and all other parties-in-interest in the Chapter 11 Cases.

L. REVOCATION, WITHDRAWAL, OR NON-CONSUMMATION

The Debtors reserve the right to revoke or withdraw this Plan at any time
prior to the Confirmation Date and to file other plans of reorganization. If the
Debtors revoke or withdraw this Plan, or if Confirmation or consummation hereof
does not occur, then (i) this Plan shall be null and void in all respects, (ii)
any settlement or compromise embodied herein (including the fixing or limiting
to an amount any Claim or Class of Claims), assumption or rejection of executory
contracts or leases effected by this Plan, and any document or agreement
executed pursuant to this Plan shall be deemed null and void, and (iii) nothing
contained herein, and no acts taken in preparation for consummation hereof,
shall (a) constitute or be deemed to constitute a waiver or release of any
Claims by or against, or any Equity Interests in, the Debtors or any other
Person, (b) prejudice in any manner the rights of the Debtors or any Person in
any further proceedings involving the Debtors, or (c) constitute an admission of
any sort by the Debtors or any other Person.

M. COMMITTEES

On the Effective Date, the duties of any Committee shall terminate.

N. PLAN SUPPLEMENT

Any and all exhibits, lists, or schedules referred to herein but not filed
with this Plan shall be contained in the Plan Supplement and filed with the
Clerk of the Bankruptcy Court at least five Business Days prior to the date of
the commencement of the Confirmation Hearing. Thereafter, any Person may examine
the Plan Supplement in the office of the Clerk of the Bankruptcy Court during
normal court hours. Holders of Claims against or Equity Interests in the Debtors
may obtain a copy of the Plan Supplement upon written request to the Debtors in
accordance with Article XV.O.

O. NOTICES TO DEBTORS

Any notice, request, or demand required or permitted to be made or provided
to or upon a Debtor or a Reorganized Debtor hereunder shall be (i) in writing,
(ii) served by (a) certified mail, return receipt requested, (b) hand delivery,
(c) overnight delivery service, (d) first class mail, or (e) facsimile
transmission, and (iii) deemed to have been duly given or made when actually
delivered or, in the case of notice by facsimile transmission, when received and
telephonically confirmed, addressed as follows:

VIASYSTEMS GROUP, INC.
VIASYSTEMS, INC.
101 South Hanley Road
St. Louis, Missouri 63105
Attn: David J. Webster
Telephone: (314) 746-2280
Facsimile: (314) 746-2299

with a copy to:

WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Attn: Alan B. Miller
Telephone: (212) 310-8000
Facsimile: (212) 310-8007

P. INDEMNIFICATION OBLIGATIONS

Except as otherwise specifically set forth herein, any obligations or
rights of the Debtors or Reorganized Debtors to defend, indemnify, reimburse, or
limit the liability of the Debtors' present and former directors, officers or
employees (the "Covered Persons") pursuant to the Debtors' or Reorganized
Debtors' certificates of incorporation, bylaws, policy of providing employee
indemnification, applicable state law, or specific

agreement in respect of any claims, demands, suits, causes of action, or
proceedings against such Covered Persons based upon any act or omission related
to such Covered Persons' service with, for, or on behalf of the Debtors prior to
the Effective Date shall be deemed executory contracts assumed hereunder and
shall, in any event, survive Confirmation hereof and remain unaffected thereby,
and shall not be discharged, irrespective of whether such defense,
indemnification, reimbursement, or limitation of liability accrued or is owed in
connection with an occurrence before or after the Petition Date.

Q. GOVERNING LAW

Unless a rule of law or procedure is supplied by federal law (including the
Bankruptcy Code and Bankruptcy Rules), the laws of (i) the State of New York
shall govern the construction and implementation hereof and any agreements,
documents, and instruments executed in connection with this Plan and (ii) the
laws of the state of incorporation of each Debtor shall govern corporate
governance matters with respect to such Debtor, in either case without giving
effect to the principles of conflicts of law thereof.

R. PREPAYMENT

Except as otherwise provided herein or the Confirmation Order, the Debtors
shall have the right to prepay, without penalty, all or any portion of an
Allowed Claim at any time; provided, however, that any such prepayment shall not
be violative of, or otherwise prejudice, the relative priorities and parities
among the Classes of Claims.

S. SECTION 1125(E) OF THE BANKRUPTCY CODE

As of the Confirmation Date, the Debtors and the members of the Creditor
Group shall be deemed to have solicited acceptances hereof in good faith and in
compliance with the applicable provisions of the Bankruptcy Code. As of the
Confirmation Date, the Debtors, the members of the Creditor Group, and each of
their respective affiliates, agents, directors, officers, employees, investment
bankers, financial advisors, attorneys, and other professionals shall be deemed
to have participated in good faith and in compliance with the applicable
provisions of the Bankruptcy Code in the offer and issuance of the New
Securities hereunder, and therefore are not, and on account of such offer,
issuance and solicitation shall not be, liable at any time for the violation of
any applicable law, rule or regulation governing the solicitation of acceptances
or rejections hereof or the offer and issuance of New Securities hereunder.

Dated: New York, New York
August 30, 2002

VIASYSTEMS GROUP, INC.
VIASYSTEMS, INC.

By: /s/ DAVID M. SINDELAR
------------------------------------
David M. Sindelar,
Chief Executive Officer

WEIL, GOTSHAL & MANGES LLP
Attorneys for Viasystems Group, Inc.
and Viasystems, Inc.

By: /s/ ALAN B. MILLER
------------------------------------
Alan B. Miller
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

- and -

Stephen A. Youngman
100 Crescent Court, Suite 1300
Dallas, Texas 75201
(214) 746-7700

EXHIBIT A
TERMS OF NEW SENIOR CREDIT AGREEMENT

A. TERM LOAN FACILITIES

1. STRUCTURE

The New Senior Credit Facility will provide for an aggregate term loan
facility in the amount of $448.3 million (not including $11.5 million of undrawn
letters of credit issued prior to the Petition Date under the Existing Credit
Agreement) comprising (i) the Term Loan A Facility and (ii) the Term Loan B
Facility and is subject to adjustment as described below. The Term Loan A
Facility is for an amount between $69.5 million and $85.4 million. The final
size of the Term Loan A Facility will be 1.50 times the commitments under the
Exit Facility which are made by lenders under the Existing Credit Agreement to
the extent that such lenders' Existing Credit Agreement Claims are not converted
into equity of Reorganized Group upon confirmation of the Plan. Only those
lenders having Existing Credit Agreement Claims that are not converted into
equity of Reorganized Group upon confirmation of the Plan and having commitments
under the Exit Facility are eligible to participate in the Term Loan A Facility.
The Term Loan B Facility will be for an amount between $362.9 million and $378.8
million. The final size of the Term Loan B Facility will be equal to the amount
of outstanding loans under the Existing Credit Agreement which are not converted
into equity of Reorganized Group upon confirmation of the Plan minus the amount
of the Term Loan A Facility. The size of the New Senior Credit Agreement (and
the relative sizes of the Term Loan A Facility and the Term Loan B Facility) is
subject to adjustment based on any additional commitments under the Exit
Facility that may be received by Group and Viasystems. The Term Loan A Facility
and the Term Loan B Facility, and the liens and guarantees in respect thereof,
will be junior to the Exit Facility, and the liens and guarantees in respect
thereof.

2. INTEREST RATES AND FEES

A-1

Existing Credit Agreement reduce the applicable restructuring fee
dollar-for-dollar. In addition, the Borrowers must pay a fronting fee equal to
1/8 of 1% per year on the face amount of all letters of credit, and an annual
administration fee of $200,000 until the repayment in full of the New Senior
Credit Facility.

3. SECURITY AND GUARANTEES

4. CONDITIONS TO CREDIT FACILITY RESTRUCTURING

- payment by Reorganized Viasystems of the restructuring fee described
above;

- conversion of the Senior Notes and Subordinated Notes into New Stock;

- Reorganized Group and its Subsidiaries shall not have any outstanding
class of securities that provides for any payment in cash prior to the
payment in full of the New Senior Credit Facility.

5. COVENANTS

The New Senior Credit Agreement will require Reorganized Viasystems to
observe certain conditions, affirmative covenants and negative covenants
(including financial covenants) which are similar in type to those found in the
Existing Credit Agreement, but will be made more restrictive in various
respects, including the following financial covenants which remain subject to
negotiation: (i) minimum EBITDA, (ii) minimum interest coverage, (iii) maximum
total leverage, (iv) maximum capital expenditures and (v) minimum asset
coverage.

6. MATURITY AND AMORTIZATION

A-2

The Term Loan B Facility will be repayable in consecutive quarterly
installments, commencing on March 31, 2003 and ending on September 30, 2008.

<Table>
<Caption>
TOTAL AMORTIZATION OF
TERM LOAN A FACILITY AND
PERIOD TERM LOAN B FACILITY
- ------ ------------------------

March 31, 2003......................... $ 7,500,000
June 30, 2003.......................... $ 500,000
September 30, 2003..................... $ 7,500,000
December 31, 2003...................... $ 500,000
March 31, 2004......................... $ 10,000,000
June 30, 2004.......................... $ 500,000
September 30, 2004..................... $ 10,000,000
December 31, 2004...................... $ 500,000
March 31, 2005......................... $ 15,000,000
June 30, 2005.......................... $ 500,000
September 30, 2005..................... $ 15,000,000
December 31, 2005...................... $ 500,000
March 31, 2006......................... $ 15,250,000
June 30, 2006.......................... $ 250,000
September 30, 2006..................... $ 15,250,000
December 31, 2006...................... $ 250,000
March 31, 2007......................... $ 15,250,000
June 30, 2007.......................... $ 250,000
September 30, 2007..................... $ 15,250,000
December 31, 2007...................... $ 250,000
March 31, 2008......................... $ 17,750,000
June 30, 2008.......................... $ 250,000
September 30, 2008..................... $300,300,000
</Table>

7. PREPAYMENTS

A-3

Term Loan B Facility, in each case, to the next four installments thereof and
thereafter to the installments thereof ratably in accordance with the then
outstanding amounts thereof and may not be reborrowed. The commitments under the
Exit Facility may not be reduced until the repayment of the Restructured Loans.

Mandatory Prepayments. The Borrowers must prepay the Restructured Loans
and reduce the commitments under the Exit Facility by the following amounts
(subject to certain exceptions to be negotiated):

- an amount equal to 100% of the net proceeds of any incurrence of
indebtedness to be agreed by Reorganized Group or any of its Subsidiaries
after the Effective Date;

- an amount equal to 100% of the net proceeds of any sale or other
disposition by Reorganized Group or any of its Subsidiaries after the
Effective Date of any material assets, except for (i) the sale of
inventory or obsolete or worn-out property in the ordinary course of
business, (ii) the proceeds of certain specified asset sales, (iii)
transfers resulting from casualty or condemnation and (iv) other
customary exceptions; provided that the Borrowers may retain the proceeds
of the sale of the Richmond Facility to the extent such proceeds do not
exceed the difference between $61.85 million and the total commitments
under the Exit Facility; and

B. EXIT FACILITY

1. STRUCTURE

The Exit Facility will provide Reorganized Viasystems, as borrower, a
revolving credit facility of up to $61.85 million and a letter of credit
subfacility with a sublimit of $15.0 million. The maximum amount of the Exit
Facility (the "Maximum Amount") will be limited to $50.0 million, provided that
the Maximum Amount will increase over $50.0 million, up to a maximum amount of
$61.85 million, by $0.50 for each $1.00 of outstanding debt under the Existing
Credit Agreement held by Hicks Muse that converts to common stock of Reorganized
Group pursuant to the Hicks Muse Exchange. The Maximum Amount will be reduced by
the amount of net proceeds of the sale of Reorganized Viasystems' Richmond,
Virginia facility that are retained by Reorganized Viasystems and not applied as
a prepayment of the New Senior Credit Facility. To be eligible to request a
revolving advance under the Exit Facility, Reorganized Group and its
Subsidiaries must meet a domestic asset coverage test and have less than $20.0
million in unrestricted cash and cash equivalents on hand at the time of, or
after giving effect to, the borrowing. The Exit Facility, and the liens and
guarantees in respect thereof, will be senior to the Term Loan A Facility and
Term Loan B Facility, and the liens and guarantees in respect thereof.

2. INTEREST RATES AND FEES

Reorganized Viasystems may choose to pay interest on advances under the
Exit Facility at either the Eurocurrency Rate plus 3.25% per annum or the Base
Rate plus 2.25% per annum. The default rate is 2.00%

A-4

above the rate otherwise applicable. In addition, any interest, fees and other
amounts that are overdue under the Exit Facility bear interest at 4.25% above
the Base Rate.

3. SECURITY AND GUARANTEES

Reorganized Group and all of its Subsidiaries formed under the laws of any
state in the United States will jointly and severally guarantee Reorganized
Viasystems' obligations under the Exit Facility. The collateral for the Exit
Facility will be the same collateral as under the Existing Credit Agreement: all
or substantially all of the assets of Reorganized Group, Reorganized Viasystems
and each guarantor. In addition, subject to legal restrictions and practical
considerations, Reorganized Viasystems also will cause to be pledged assets in
certain foreign countries, including, to the extent legally feasible and
practicable, the Peoples' Republic of China, as collateral. The Exit Facility,
and the liens and guarantees in respect thereof, will be senior to the Term Loan
A Facility and Term Loan B Facility, and the liens and guarantees in respect
thereof.

4. COVENANTS

5. MATURITY AND AMORTIZATION

The Exit Facility will cease to be available on the fifth anniversary of
the closing of the New Senior Credit Agreement.

6. PREPAYMENTS

The Exit Facility will provide for optional prepayments and mandatory
prepayments as described above in the description of the Term Loan A Facility
and the Term Loan B Facility.

A-5

EXHIBIT B

TERMS OF NEW STOCK

A. NEW COMMON STOCK

B. NEW PREFERRED STOCK

1. NEW SENIOR CONVERTIBLE PREFERRED STOCK

The principal terms of the New Senior Convertible Preferred Stock to be
designated and issued by Reorganized Group under the Plan will be as follows:

Face Amount: The initial aggregate face amount will be
$53.75 million.

Authorization: 4.5 million shares.

Total Issued: 4,239,029 shares, with DTI, or 4,065,874
shares, without DTI

Dividends: Dividends will accrue on a semi-annual basis at
the rate of 9.0% per annum based on the face
amount (plus accrued but unpaid dividends)
cumulative from the date of issuance; provided,
however, that in the event that dividends are
paid in respect of the New Common Stock during
any semi-annual dividend period in an aggregate
amount which would on an as-converted basis
exceed the dividends payable on the New Senior
Convertible Preferred Stock for such period,
the New Senior Convertible Preferred Stock will
participate on an as-converted basis to the
extent of such excess in additional dividends.

Voting: The New Senior Convertible Preferred Stock will
vote together with the New Common Stock on an
as-converted basis and will vote as a class as
required by applicable law.

Liquidation Preference: Before any payments are made to the holders of
the New Junior Preferred Stock or the New
Common Stock the New Senior Convertible
Preferred Stock will have a liquidation
preference

B-1

equal to the greater of (i) the face amount
($12.68 per share, with DTI, or $13.22 per
share, without DTI) plus the value of all
accrued but unpaid dividends up to (but not
including) the date of liquidation and (ii) the
amounts that such holders of New Senior
Convertible Preferred Stock would have received
if all of the then-outstanding shares of New
Senior Convertible Preferred Stock had been
converted into shares of New Common Stock
immediately prior to any liquidation of
Reorganized Group.

Rank: The New Senior Convertible Preferred Stock will
rank senior to the New Junior Preferred Stock
and the New Common Stock.

Mandatory Redemption: Upon the 10th anniversary of the date of
issuance, the New Senior Convertible Preferred
Stock will be subject to mandatory redemption.

2. NEW JUNIOR PREFERRED STOCK

The principal terms of the New Junior Preferred Stock to be designated and
issued by Reorganized Group under the Plan will be as follows:

Face Amount: The initial aggregate face amount will be
$133.6 million, with DTI, or $120.1 million,
without DTI.

Authorization: 1.5 million shares.

Total Issued: 1,336,000 shares, with DTI, or 1,201,000
shares, without DTI.

Dividends: Dividends will accrue on a semi-annual basis at
the below rates per annum based on the face
amount (plus accrued but unpaid dividends)
cumulative from the date of issuance:

<Table>

1st year:................................. 0.0%
2nd year:................................. 1.0%
3rd year:................................. 3.0%
4th year:................................. 5.0%
5th-10th year:............................ 8.0%
</Table>

Protective Provisions: The New Junior Preferred Stock will contain
anti-layering restrictions with respect to
additional preferred stock and limitations on
incurrence of material indebtedness.

B-2

preference, such holders shall be entitled to
such greater distribution.

Rank: The New Junior Preferred Stock will rank junior
in right of payment to the Senior Convertible
Preferred Stock and will rank senior to the New
Common Stock.

Mandatory Redemption: Upon the 10th anniversary of the date of
issuance, the New Junior Preferred Stock will
be subject to mandatory redemption.

B-3

EXHIBIT C
TERMS OF STOCKHOLDERS AGREEMENT

A. BOARD OF DIRECTORS OF REORGANIZED GROUP

The Board of Directors of Reorganized Group will be comprised of nine
members as follows: (i) the Chief Executive Officer of Reorganized Group will be
designated for election, (ii) five members will be designated for election by
Hicks Muse, and (iii) three members will be designated for election by the
holders of Subordinated Notes (other than Hicks Muse). The Compensation
Committee of the Board of Directors of Reorganized Group will be comprised of
two members designated by Hicks Muse and one member designated by the holders of
Subordinated Notes (other than Hicks Muse). To the extent that the equity
ownership in Reorganized Group by Hicks Muse or the Holders of Subordinated
Notes (other than Hicks Muse) is reduced by disposition during the term of the
Stockholders Agreement, such constituency's right to designate directors for
election shall be reduced as set forth in the Stockholders Agreement.

B. HICKS MUSE PROTECTIONS

Without approval of Hicks Muse, Reorganized Group will not take any of the
following actions: (i) other than transactions in which Hicks Muse will have
pre-emptive rights to maintain their equity ownership percentage and other
customary exceptions, issue or sell equity securities or bonds, debentures,
notes or other obligations convertible into, exchangeable for, or any options,
warrants or other obligations having rights to purchase, any equity securities;
(ii) issue or sell equity securities or bonds, debentures, notes or other
obligations convertible into, exchangeable for, or any options, warrants or
other obligations having rights to purchase, any equity securities for
consideration below fair market value; (iii) issue preferred stock or other
equity ranking senior to the New Common Stock; (iv) incur material indebtedness
or financial obligations (in excess of amounts to be agreed upon); or (v) take
such other actions to be determined by agreement among the parties to the
Stockholders Agreement.

C. MINORITY SHAREHOLDER PROTECTIONS

The Stockholders Agreement will provide substantially to the effect that
without approval of at least a majority in interest of the holders of
Subordinated Notes (other then Hicks Muse) party to the Stockholders Agreement,
Reorganized Group will not take any of the following actions: (i) other than
transactions in which the holders of New Common Stock party to the Stockholders
Agreement have pre-emptive rights to maintain their equity ownership percentage
and other customary exceptions, issue or sell equity securities or bonds,
debentures, notes or other obligations convertible into, exchangeable for, or
any options, warrants or other obligations having rights to purchase, any equity
securities; (ii) issue or sell equity securities or bonds, debentures, notes or
other obligations convertible into, exchangeable for, or any options, warrants
or other obligations having rights to purchase, any equity securities for
consideration below fair market value; (iii) redeem or repurchase any of its
outstanding capital stock; (iv) declare or make any dividend or other
distribution on, or on account of, capital stock (excluding such dividends or
other distributions with respect to the New Senior Convertible Preferred Stock
and New Junior Preferred Stock); (v) consummate any corporate reorganizations,
including dissolution, liquidation, reorganization or act of bankruptcy; (vi)
consummate any merger, sale of all or substantially all assets or any other
transaction that results in a "change of control," other than in any transaction
based on an enterprise value in excess of $828.0 million (as adjusted for equity
issuances or repurchases of, or dividends on, New Common Stock); (vii) enter
into any

C-1

transaction(s) with affiliates or insiders (including directors, officers and
stockholders) that are not wholly-owned subsidiaries outside the ordinary course
and on other than arm's length terms; (viii) incur material indebtedness or
financial obligations (in excess of agreed upon amounts); (ix) other than as
part of a transaction permitted under clause (vi) above, sell or transfer (by
lease or otherwise) material businesses; (x) other than amendments effected in
conjunction with a transaction permitted under clause (i) or (vi) above, modify
its certificate of incorporation or bylaws; or (xi) change the number of
directors on the board or establish any new committees and/or engage in new
corporate governance activities.

D. NEW COMMON STOCK REGISTRATION RIGHTS

Demand Registration Rights. At any time after the third anniversary of the
Effective Date the holders of 30% or more of the outstanding shares of
registrable New Common Stock (including securities convertible into New Common
Stock), and at any time after the earlier of (i) the initial public offering of
Reorganized Group common equity securities following consummation of the Plan or
(ii) the date on which Reorganized Group otherwise becomes subject to the
periodic reporting requirements under the Exchange Act, the holders of 15% or
more of the outstanding shares of registrable New Common Stock (including
securities convertible into New Common Stock), shall be entitled to demand up to
three registrations of their registrable New Common Stock on Form S-3 (or, if
Form S-3 is not then available to Reorganized Group, Form S-1, or any successor
forms).

All holders of registrable New Common Stock who are a party to the
Stockholders Agreement shall be entitled to participate in any demand
registration on a pro rata basis and the holders shall have a priority over any
shares sought to be sold by Reorganized Group or any person who is not a party
to the Stockholders Agreement in any such registration. Any cutback required
with respect to the holders who are a party to the Stockholders Agreement shall
be effected on a pro rata basis. If a cutback occurs with respect to any such
holder which made a demand registration, then such holder shall receive one
additional demand registration right.

C-2

Reorganized Group shall select a nationally recognized firm of underwriters in
its sole discretion. If Reorganized Group makes such election then any holder
that exercised its demand registration right which was so converted shall
receive one additional demand registration right.

E. NEW JUNIOR PREFERRED STOCK REGISTRATION RIGHTS

At any time after the earlier of (i) the initial public offering of
Reorganized Group common equity securities following consummation of the Plan,
(ii) the first anniversary of the Effective Date, and (iii) the date on which
Reorganized Group otherwise becomes subject to the periodic reporting
requirements under the Exchange Act, the holders of 20% or more of the
registrable New Junior Preferred Stock shall be entitled to require Reorganized
Group to use its reasonable efforts to file and have declared effective a shelf
registration statement covering the resale of the registrable New Junior
Preferred Stock of such holders. At any time that Reorganized Group is entitled
to effect registration of New Junior Preferred Stock on Form S-3, the holders of
10% or more of the outstanding shares of registrable New Junior Preferred Stock
shall be entitled to require Reorganized Group to use its reasonable efforts to
file and have declared effective a shelf registration statement covering the
resale of the registrable New Junior Preferred Stock of such holders. Subject to
customary blackouts, Reorganized Group shall use its reasonable efforts to
maintain the effectiveness of any such shelf registration statement continuously
for two years or such shorter period of time which shall terminate the day after
the date on which all of the registrable New Junior Preferred Stock covered by
the shelf registration statement has been sold pursuant to the shelf
registration statement or the first date on which there shall cease to be any
registrable New Junior Preferred Stock. Reorganized Group will pay all customary
costs and expenses associated with each shelf registration of New Junior
Preferred Stock. Holders of New Junior Preferred Stock will pay underwriting
discounts, commissions and applicable transfer taxes, if any, on any shares sold
by them.

F. PREEMPTIVE RIGHTS

Reorganized Group will provide customary preemptive rights with certain
specific exemptions as agreed by the parties to the Stockholders Agreement.

C-3

EXHIBIT B-1

Viasystems Group, Inc.'s Form 10-K
for the year ended December 31, 2001*

* Exhibit B-1 is a restatement of Viasystems Group, Inc.'s Form 10-K for the
fiscal year ended December 31, 2001 modified in presentation solely to reflect
the Form 10-K filed on April 1, 2002 and the Forms 10-K/A filed on April 2,
2002 and April 29, 2002 in one consolidated document.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

<Table>

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
</Table>

001-15755
(Commission File Number)

VIASYSTEMS GROUP, INC.
(Exact name of registrant as specified in its charter)

<Table>

DELAWARE 75-2668620
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</Table>

101 SOUTH HANLEY ROAD
ST. LOUIS, MISSOURI 63105
(314) 727-2087
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<Table>
<Caption>
TITLE OF EACH CLASS EXCHANGE ON WHICH REGISTERED
------------------- ----------------------------

Common Stock, $.01 par Value New York Stock Exchange
</Table>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 26, 2002, 141,534,081 shares of Registrant's common stock were
outstanding. The approximate aggregate market value of voting stock held by
non-affiliates of the Registrant was $20,573,390 (based upon the closing price
for shares of the Registrant's common stock as reported by the New York Stock
Exchange on that date).

DOCUMENTS INCORPORATED BY REFERENCE:

NONE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART I

CAUTIONARY STATEMENTS CONCERNING
FORWARD-LOOKING STATEMENTS

Statements made in this Annual Report on Form 10-K ("Report") include the
use of "we" and "our", which, unless specified otherwise, refers collectively to
Viasystems Group, Inc. ("Group"), Viasystems, Inc., Group's wholly owned
subsidiary ("Viasystems"), and their subsidiaries.

We have made forward-looking statements in this Report, including those
made in the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations," that are based on our management's beliefs
and assumptions and on information currently available to our management.
Forward-looking statements include information concerning our possible or
assumed future results of operations, business strategies, financing plans,
competitive position, potential growth opportunities and effects of competition.
Forward-looking statements include all statements that are not historical facts
and can be identified by the use of forward-looking terminology such as the
words "believes," "expects," "anticipates," "intends," "plans," "estimates" or
other similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these
forward-looking statements. You should not put undue reliance on any
forward-looking statements. We do not have any intention or obligation to update
forward-looking statements after we file this Report.

You should understand that many important factors could cause our results
to differ materially from those expressed in forward-looking statements. These
factors include, but are not limited to, fluctuations in our operating results
and customer orders, our competitive environment, our reliance on our largest
customers, risks associated with our international operations, our ability to
protect our patents and trade secrets, environmental laws and regulations, our
relationship with unionized employees, risks associated with our acquisition
strategy, our substantial indebtedness and our ability to comply with the terms
thereof, control by our largest stockholders and other factors.

ITEM 1. BUSINESS

GENERAL

We are a leading, worldwide, independent provider of electronics
manufacturing services, or EMS, to original equipment manufacturers, or OEMs,
primarily in the telecommunications, networking, automotive, consumer,
industrial and computer industries. We offer EMS solutions to OEMs that
outsource the design and manufacture of their products. Our manufacturing
services consist of the following:

- the design and fabrication of printed circuit boards, in particular,
highly complex, multi-layered printed circuit boards;

- the manufacture of complex printed circuit board assemblies;

- the manufacture of custom-designed backpanel assemblies;

- the design and manufacture of wire harnesses and custom cable assemblies;

- the design and manufacture of custom enclosures;

- the procurement and management of materials; and

- the assembly and testing of our customers' complete systems and products.

Based on our complete offering we have many touch points with our
customers, which allows us to become involved with our customers' new products.
Such access not only allows us to design and manufacture our customers' products
but also gives us a competitive advantage with respect to providing other
assembly and testing services for such products.

Our customer base primarily consists of OEMs in the telecommunications,
networking, automotive, consumer, industrial and computer industries. We
currently are a supplier to over 250 OEMs, including the following industry
leaders: Alcatel, Bosch, Cisco Systems, Delco/Delphi, General Electric, Harris,
Intel, Lucent Technologies, Marconi Communications, Maytag, Nortel, Siemens and
Sun Microsystems. The products we manufacture include, or can be found in, a
wide array of products including switching and transmission equipment, wireless
base stations, computers, workstations, servers and data networking equipment
including hubs, routers and switches, automotive dash panels and control
systems, and washers, dryers, and cooking systems.

Our revenues for the year ended December 31, 2001, were approximately $1.2
billion. We operate 26 manufacturing facilities located in the United States,
Canada, Mexico, the United Kingdom, France, Italy, the Netherlands and China.

OUR DEVELOPMENT

We were formed in 1996 by Hicks, Muse, Tate & Furst Incorporated under the
name Circo Craft Holding Company to create a preferred global manufacturing
provider to leading original equipment manufacturers through acquisitions of
printed circuit board fabricators and backpanel assemblers. In August 1996, we
changed our name to CC Canada Holding Company and then back to Circo Craft
Holding Company in September 1996. We had no operations prior to our first
acquisition in October 1996, when we changed our name to Circo Technologies,
Inc. In January 1997, we changed our name to Viasystems Group, Inc.

We have since broadened our focus to become a full-solution provider in the
EMS industry. This change occurred as a result of our recognition that many of
the next generation products in the telecommunications and networking industries
require highly advanced printed circuit boards and backpanel assemblies. As a
result, we made a strategic decision to capitalize on our capabilities and
compete for the complete assembly of our customers' products that utilize our
printed circuit boards and backpanels.

A significant portion of our growth has been generated through 13
acquisitions since 1996. We have completed acquisitions of entire companies as
well as acquisitions of captive manufacturing assets divested by OEM customers,
including the acquisitions of Chang Yuen, a manufacturer of custom metal
enclosures located in the People's Republic of China and certain manufacturing
assets of Metawave Communications Corporation, both completed during the year
ended December 31, 2001.

We are headquartered in St. Louis, Missouri. The mailing address for our
headquarters is 101 South Hanley Road, Suite 400, St. Louis, Missouri 63105 and
our telephone number at that location is (314) 727-2087. We can also be reached
at our web site www.viasystems.com.

OUR STRATEGY

Our goal is to be the EMS full-solution partner of choice to leading OEMs
through leadership in technology, quality and supply chain management. To meet
this goal, we have implemented the following strategy which we believe will
allow us to achieve superior financial performance and enhance stockholder
value:

Focus on the Telecommunications and Networking Customer
Segments. Historically, we have focused our marketing efforts on the
telecommunications and networking industries. We will continue to focus
sales efforts on generating revenue from new telecommunication and
networking programs as well as diversifying our customer base in these
segments by increasing the penetration of our existing customer base and
attracting new customers.

Continue to Expand into the Automotive, Consumer and Industrial
Markets. In order to take advantage of our unique global manufacturing
capabilities, we have continued to expand our offerings and penetration
into these markets to stabilize our business and provide alternative growth
paths that are synergistic with our in-place capabilities and reduce our
exposure and reliance on the unpredictable telecommunications and
networking markets.

Take Advantage of Our Ability to Provide a Full-Service Offering to,
and Expand Relationships with, Our Customers. Building on our integrated
manufacturing capabilities, we can provide our customers with a broad range
of EMS solutions from fabrication of bare boards to final system assembly
and test. Our wire harness, cable assembly and enclosure capabilities
provide us with further opportunities to sell these services to our
existing OEM customers. The capability of designing and manufacturing a
broad range of product components from printed circuit boards to wire
harnesses, cable assemblies and enclosures enables us to shorten our
customers' product development cycles and to lower their cost. In addition,
our vertical integration provides us with greater control over quality,
delivery and cost, and enables us to offer our customers a complete EMS
solution. Each of the Greenfield facilities (all of which are assembly
facilities) we have opened since 1996 has been opened in response to the
expansion of our relationships with existing customers. We will continue to
emphasize being a full-solution partner to our existing customers.

Concentrate on High Value-Added Products and Services. We focus on
providing EMS solutions to leading manufacturers of advanced electronics
products that generally require custom designed, more complex interconnect
products and short lead-time manufacturing services. These products are
typically lower-volume, higher-margin products.

Capitalize on Our Advanced Printed Circuit Board and Backpanel
Capabilities. Based on our estimates of market share and our product
capabilities, we believe we are an industry leader in the manufacture of
complex, technologically advanced multi-layer printed circuit boards and
custom-designed backpanel assemblies. Our state-of-the-art manufacturing
facilities allow us to efficiently produce commercial quantities of printed
circuit boards with up to 48 layers and circuit track widths as narrow as
three one-thousandths of an inch. We also have the capability to produce
printed circuit boards with up to 60 layers and circuit track widths as
narrow as two one-thousandths of an inch. We have pioneered advances in
some of the most significant areas of printed circuit board fabrication.
Because many of the next generation products in the telecommunications and
networking industries will require highly advanced printed circuit boards
and backpanel assemblies, we are well positioned to capitalize on our
capabilities in those areas by competing for the complete assembly of
customers' products that utilize our printed circuit boards and backpanels.

Exploit our Low Cost Manufacturing Locations. Our facilities in China
and Mexico allow us to offer OEM customers a lower cost solution for
printed circuit board fabrication, printed circuit board assembly,
backpanel assembly, wire harness and cable assembly and full system
assembly. Approximately 61% of our manufacturing capacity is located in
these low cost locations.

Expand Manufacturing Facilities in Low Cost Locations. Since 1999, we
have significantly expanded our operations, increasing our scale and
expanding our capabilities, through acquisitions and the opening of
greenfield facilities in China and Mexico. We continue to make significant
investments in low cost locations, the most recent being a new, expanded
metal fabrication facility in Shenzhen, China. These facilities provide us
with operations in key low-cost geographic markets for our existing
customers as well as the electronics industry in general.

Evaluate Acquisition Opportunities. We continue to evaluate business
acquisition opportunities in order to broaden our service offerings, gain
access to new geographic markets, enhance our vertical integration strategy
and/or obtain facilities and equipment at a lower cost than building or
leasing them. We have acquired entire companies, such as Circo Craft Co.
Inc., Mommers Print Service B.V., PAGG Corporation, the printed circuit
board manufacturing division ("Kalex") of Termbray Industries International
(Holdings) Limited, Top Line Electronics, Laughlin-Wilt Group, Inc.,
Accutec and Chang Yuen. In addition, given our strong relationships with
leading OEMs in the telecommunications and networking segments, we expect
to continue to proactively pursue acquisition opportunities from our OEM
customers that divest their captive manufacturing assets. Prior
acquisitions of this nature include the acquisition of the assets of the
Interconnection Technologies Unit of the Microelectronics Group of Lucent
Technologies, the acquisition of the wire harness assets of General
Electric, the acquisition of the Marconi network components and services
business, the acquisition of the Rouen global provisioning

facility of Lucent Technologies, and the acquisition of certain
manufacturing assets of Metawave Communications Corporation.

MARKETS AND CUSTOMERS

We provide services to more than 250 OEMs. Our position as a strategic
supplier of EMS services, including printed circuit boards, backpanel
assemblies, custom enclosures, and wire harnesses and cable assemblies, fosters
close relationships with our customers. These relationships result in additional
growth opportunities as we have expanded our capabilities and capacity to meet
our customers' wide range of needs.

The following table shows our net sales as a percentage by principal
end-user markets we serve:

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
------------------------
MARKETS 1999 2000 2001
------- ------ ------ ------

Telecommunications and networking........................... 55.7% 61.7% 53.6%
Consumer/Industrial......................................... 22.9 17.3 24.6
Computer.................................................... 8.3 8.9 8.7
Automotive.................................................. 9.1 6.2 10.3
Other....................................................... 4.0 5.9 2.8
----- ----- -----
Total net sales................................... 100.0% 100.0% 100.0%
===== ===== =====
</Table>

For the year ended December 31, 2001, sales to our 10 largest customers
accounted for 61% of our net sales and sales to our single largest customer,
Lucent Technologies, represented 21% of our net sales. No other single customer
individually exceeded 10% of net sales for the year ended December 31, 2001.

We cannot assure you that our principal customers will continue to purchase
manufacturing services from us at current levels, if at all. Our customer
concentration could increase or decrease, depending on future customer
requirements, which will be dependent, in large part, on market conditions in
the telecommunications, networking, automotive, consumer, industrial and
computer industry segments in which our customers participate. The loss of one
or more major customers, or a material decline in sales to or demand from our
major customers, could have a material effect on our business and operating
results.

MANUFACTURING SERVICES

Our offering of manufacturing services includes the following:

Design and Prototyping Services. We provide comprehensive front-end
engineering services, including full enclosure design, circuit board layout
and related design services leading to efficient manufacturing and
delivery. We offer quick-turn prototyping, which is the rapid production of
a new product sample. Our quick-turn prototype service allows us to provide
small test quantities to our customers' product development groups. Our
participation in product design and prototyping allows us to reduce our
customers' manufacturing costs and their time-to-market and time-to-volume.
These services enable us to strengthen our relationships with customers
that require advanced engineering services. In addition, by working closely
with customers throughout the development and manufacturing process, we
gain insight into their future product requirements.

Printed Circuit Board and Backpanel Fabrication. Printed circuit
boards and backpanels are platforms that connect semiconductors and other
electronic components. Backpanels connect printed circuit boards. We
manufacture multi-layer printed circuit boards and backpanels on a
low-volume, quick-turn basis, as well as on a high-volume production basis.
In recent years, the trend in the electronics industry has been to increase
the speed and performance of components while reducing their size.
Semiconductor designs are currently so complex that they often require
printed circuit boards with many layers of narrow, tightly spaced wiring.
These advancements in component technologies have driven the change in
printed circuit board design to higher density printed circuits.

Printed Circuit Board Assembly. Our manufacturing operations include
the placement of electronic parts onto printed circuit boards as well as
the manufacture of complete electronics products. As OEMs seek to provide
greater functionality in smaller products, they require more sophisticated
systems assembly technologies and processes. Our investment in advanced
manufacturing equipment and our experience with the latest technologies
enable us to offer a variety of complex systems assembly services. We offer
testing of assembled printed circuit boards and testing of all of the
functions of the completed product, and we work with our customers to
develop product-specific test strategies. Our test capabilities include
manufacturing defect analysis, in-circuit tests, functional tests and
environmental stress tests of board or system assemblies.

Custom Enclosures. We specialize in the manufacture of custom
designed chassis and enclosures primarily used in the electronics,
telecommunications, industrial and computer industries. As a fully
integrated supply chain partner with expertise in design, rapid
prototyping, manufacturing, packaging and logistics, we provide our
customers with reduced manufacturing costs and shortened time to market
throughout a product's life cycle. Custom metal enclosure fabrication takes
place in four countries on three continents, central to our OEM customers'
various points of manufacture.

Wire Harnesses and Cable Assemblies. A wire harness and cable
assembly is an assembly of wires with connectors and terminals attached to
their ends that transmits electricity between two or more points. Our
capability to provide wire harness and cable assembly components
complements our vertically integrated approach to providing our OEM
customers a complete EMS solution. We are one of the leading suppliers of
wire harnesses and cable assemblies for use in household appliances. Due to
the similarity in the process technology utilized in the manufacture of
wire harnesses and cable assemblies for telecommunications and networking
products and in the manufacture of wire harnesses for use in household
appliances, we seek to leverage this expertise to enhance the value of the
products and services we supply to our OEM customers in the
telecommunications and networking industries.

Full System Assembly and Test. We provide full system assembly
services to OEMs. These services require sophisticated logistics
capabilities and supply chain management capabilities to rapidly procure
components, assemble products, perform complex testing and deliver products
to end users around the world. Our full system assembly services involve
combining custom metal enclosures and a wide range of subassemblies,
including printed circuit board assembly. We also employ advanced test
techniques to various subassemblies and final end products. Increasingly,
OEMs require custom, build-to-order system solutions with very short lead
times. We are focused on exploiting this trend through our advanced supply
chain management capabilities.

Packaging and Global Distribution. We offer our customers flexible,
just-in-time and build-to-order delivery programs, allowing product
shipments to be closely coordinated with customers' inventory requirements.
Increasingly, we ship products directly into customers' distribution
channels or directly to the end-user.

After-Sales Support. We offer a wide range of after-sales support
services. This support can be tailored to meet customer requirements,
including field failure analysis, product upgrades, repair and engineering
change management.

Supply Chain Management. Effective management of the supply chain is
critical to the success of OEMs as it directly impacts the time required to
deliver product to market and the capital requirements associated with
carrying inventory. Our global supply chain organization works with
customers and suppliers to meet production requirements and procure
materials. We utilize our enterprise resource planning systems to optimize
inventory management.

SALES AND MARKETING

We focus on developing close relationships with our customers at the
earliest development and design phases and continuing throughout all stages of
production. We identify, develop and market new technologies that benefit our
customers and position us as a preferred EMS provider.

We market our products through our own sales and marketing organization.
This global sales organization is structured to ensure geographic coverage and
account coordination. As of December 31, 2001, we employed approximately 250
sales and marketing employees, of which 75 are direct sales representatives
strategically located throughout fifteen countries in North America, Europe and
Asia. The North American sales organization is divided into two regions (East
and West) which are jointly serviced by direct sales representatives. In Europe
and Asia, our sales force is focused by country and by customer. Each sales
region has a support staff of sales engineers, program managers, technical
service personnel and customer service organizations to ensure high-quality,
customer-focused service. The global marketing organization further supports the
sales organization through market research, market development and
communications.

We have enhanced our global sales and marketing network in order to
leverage our increased EMS capabilities. For those customers with locations in
more than one region of the world, we offer consistently high-quality products
and services which can be delivered from the particular facility which best
meets that customer's requirements. We assign global account managers to our
most strategic customers. These global account managers are the strategic focal
point within Viasystems for developing a strong strategic business partner
relationship with our global accounts. Regional account managers support these
global account managers, providing account sales support at the global account's
various locations around the world.

MANUFACTURING AND ENGINEERING

We produce highly complex, technologically advanced multi-layer and
standardized technology printed circuit boards, backpanel assemblies, printed
circuit board assemblies, wire harnesses and custom cable assemblies, custom
enclosures and full systems that meet increasingly tight tolerances and
specifications demanded by OEMs. Multi-layering, which involves placing multiple
layers of electronic circuitry on a single printed circuit board or backpanel,
expands the number of circuits and components that can be contained on the
interconnect product and increases the operating speed of the system by reducing
the distance that electrical signals must travel. Increasing the density of the
circuitry in each layer is accomplished by reducing the width of the circuit
tracks and placing them closer together on the printed circuit board or
backpanel. Interconnect products having narrow, closely spaced circuit tracks
are known as fine line products. Today, we and a few other industry leaders are
capable of efficiently producing commercial quantities of printed circuit boards
with up to 48 layers and circuit track widths as narrow as three one-thousandths
of an inch. We have the capability to produce printed circuit boards with up to
60 layers and circuit track widths as narrow as two one-thousandths of an inch.
The manufacture of complex multi-layer interconnect products often requires the
use of sophisticated circuit interconnections between layers, called blind or
buried vias, and adherence to strict electrical characteristics to maintain
consistent circuit transmission speeds, referred to as controlled impedance.
These technologies require very tight lamination and etching tolerances and are
especially critical for printed circuit boards with ten or more layers.

The manufacture of printed circuit boards involves several steps: etching
the circuit image on copper-clad epoxy laminate, pressing the laminates together
to form a panel, drilling holes and depositing copper or other conductive
material to form the innerlayer electrical connections and, lastly, cutting the
panels to shape. Advanced interconnect products may also require additional
critical steps, including dry film imaging, photoimageable soldermask
processing, computer controlled drilling and routing, automated plating and
process controls and achievement of controlled impedance. Manufacture of printed
circuit boards used in backpanel assemblies requires specialized expertise and
equipment because of the larger size of the backpanel relative to other printed
circuit boards and the increased number of holes for component mounting.

The manufacture of printed circuit board assemblies involves the attachment
of various electronic components, such as integrated circuits, capacitors,
microprocessors and resistors to printed circuit boards. The manufacture of
backpanel assemblies involves attachment of electronic components, including
printed circuit boards, integrated circuits and other components, to the
backpanel, which is a large printed circuit board. We use surface mount,
pin-through hole and press fit technologies in backpanel assembly. We also
assemble higher-level sub-systems and full systems incorporating printed circuit
boards and complex electromechanical components. We manufacture on a turnkey
basis, directly procuring some or all of the components necessary for
production.
6

We also provide computer-aided testing of printed circuit boards,
sub-systems and full systems, which contributes significantly to our ability to
deliver high quality products on a consistent basis. We test boards and system
level assemblies to verify that all components have been properly inserted and
that the electrical circuits are complete. Further functional tests determine if
the board or system assembly is performing to customer specifications.

QUALITY STANDARDS

Our quality systems are defect prevention based, customer focused and
compliant to international standards. All of our facilities are compliant or
certified to ISO 9002:1994. ISO 9002:1994 specifies requirements that focus on
the effectiveness of the quality management system in meeting customer
requirements. In addition to ISO 9002:1994, we have facilities that are
certified to ISO 9001:2000, ISO 14001:1996 and QS 9000. The focus for 2002 is on
obtaining TL 9000 certification at facilities which provide products which
service the telecommunications industry.

Our facilities are also compliant to industry and regulatory requirements,
including Bellcore, British Approval Board for Telecommunications (BABT),
Underwriters Laboratory (UL), and Canadian Standards Association (CSA). These
requirements include quality, manufacturing process controls, manufacturing
documentation and supplier certification of raw materials.

TECHNOLOGY DEVELOPMENT

Our close involvement with our customers at the early stages of their
product development cycles positions us at the leading edge of technical
innovation in the manufacturing of backpanel assemblies and printed circuit
boards. We selectively seek orders that require the use of state-of-the-art
manufacturing techniques or materials in order to further develop our
manufacturing expertise. We work closely with our customers and suppliers to
provide industry-leading solutions. Current areas of manufacturing process
development include densification, laser ablation, large and thick backpanels,
"on-board" fiber and embedded photonics.

Recent developments in the electronics industry have necessitated
improvements in the types of laminate used in the manufacture of interconnect
products. New laminate materials may contain new chemical formulations to
achieve better control of flow, resin systems with high glass transition
temperatures, reduced surface imperfections and greatly improved dimensional
stability. Future generations of interconnect products will require ultra fine
lines, multi-layers of much greater complexity and thickness and extremely small
holes in the range of 4 to 10 one-thousandths of an inch. The materials designed
to meet these requirements, such as BT epoxy, cyanate esters, polyamide quartz
and Kevlar epoxy, are beginning to appear in the marketplace. Widespread
commercial use of these materials will depend upon statistical process control
and improved manufacturing procedures to achieve the required yields and
quality.

We have developed expertise and techniques that we use in the manufacture
of printed circuit boards, backpanels and subsystems. We believe many of the
manufacturing processes related to the manufacture of printed circuit boards are
proprietary, including our ability to manufacture large perimeter, thick,
high-layer count backpanels. Generally, we rely on common law trade secret
protection and on confidentiality agreements with our employees and customers,
where applicable, to protect our expertise and techniques. We own 29 patents and
license 16 patents and believe that patents have not historically constituted a
significant form of intellectual property right in our industry. Two of our
patents expire within the next two years and the remainder expire over the next
15 years. The expiration of any of these patents is not expected to have a
material adverse effect on our ability to operate.

SUPPLIER RELATIONSHIPS

We order materials and components based on purchase orders received and
accepted from our customers and seek to minimize our inventory of materials or
components that are not identified for use in filling specific orders or
specific customer contracts. Historically, materials and components we use have
been readily available in the open market. We continue to work with our
suppliers to develop just-in-time supply systems
7

which reduce inventory carrying costs, and contract globally, where appropriate,
to leverage our purchasing volumes. We also certify our suppliers and potential
suppliers on the basis of quality, on-time delivery, costs, technical
capability, and potential technical advancement.

COMPETITION

Significant competitive factors in the EMS industry include product
quality, responsiveness to customers, manufacturing and engineering technology
and price. We believe that competition in the market segments we serve is based
more on product quality and responsive customer service and support than on
price, in part, because the cost of interconnect products manufactured by us is
usually low relative to the total cost of the equipment and because product
reliability and prompt delivery are of greater importance to our customers. Our
vertical model, including our key core competencies in manufacturing complex
printed circuit boards, affords us the opportunity to supply our customers with
state of the art solutions. We believe that our primary competitive strengths
are our ability to provide responsive, flexible, short lead-time manufacturing
services, our engineering and manufacturing expertise and our customer service
support.

We believe that our breadth of service offerings in the EMS industry
compares favorably to that of the other leading EMS providers. However, we face
intense competition from a number of established competitors in our various
product markets. We also face competition from OEMs who perform EMS services
internally. We have competitors that have greater financial and manufacturing
resources than we do, including significantly greater printed circuit board
assembly capacity. During periods of recession, our competitive advantages may
be of reduced importance. In addition, captive interconnect product
manufacturers may seek orders in the open market to fill excess capacity,
thereby increasing price competition.

INTERNATIONAL OPERATIONS

As of December 31, 2001, we had 18 manufacturing facilities located outside
the United States, with sales offices throughout Europe and Asia Pacific. We
believe that our global presence is important as it allows us to provide
consistent, quality products on a timely basis to our multinational customers
worldwide. For additional information regarding our international operations,
see Note 15 to the consolidated financial statements contained in Part II, Item
8.

We rely heavily on our international operations and are subject to risks
generally associated with operating in foreign countries, including price and
exchange controls, fluctuations in currency exchange rates and other restrictive
actions that could have a material effect on our results of operations,
financial condition and cash flows.

BACKLOG

We estimate that our backlog of unfilled orders on December 31, 2000 and
2001 was approximately $326.2 million and $110.5 million, respectively. The
decrease in backlog from December 31, 2000 was due to decreased demand primarily
for printed circuit boards by our key North American telecommunication and
networking customers. Because unfilled orders may be cancelled prior to
delivery, the backlog outstanding at any point in time is not necessarily
indicative of the level of business to be expected in the ensuing period.

ENVIRONMENTAL

Some of our operations are subject to federal, state, local and foreign
environmental laws and regulations, which govern, among other things, the
discharge of pollutants into the air and water, as well as the handling and
disposal of solid and hazardous wastes. We believe that we are in material
compliance with applicable environmental laws and the costs of compliance with
such current or proposed environmental laws and regulations will not have a
material adverse effect on us. Further, we are not a party to any claim or
proceeding and we are not aware of any threatened claim or proceeding under
environmental laws that could, if adversely decided, reasonably be expected to
have a material adverse effect on us. Currently, remediation of contamination is
being undertaken at our facilities in Virginia and Puerto Rico. Both of these
facilities were closed during 2001 and have no ongoing production. While the
cost of the remediation could be material, the
8

prior owners are conducting the requisite remedial actions and have agreed to
indemnify us for costs associated with the remediations. We believe that the
prior owners of those facilities are fully capable of performing and will
perform under such agreements. Accordingly, we do not believe that any of these
matters are reasonably likely to have a material adverse effect on our business,
results of operations, financial condition, prospects and ability to service
debt.

EMPLOYEES

As of December 31, 2001, we had approximately 18,800 employees. Of these
employees, approximately 16,100 were involved in manufacturing, 1,450 worked in
engineering, 250 worked in sales and marketing, and 1,000 worked in accounting
and administrative capacities. No employees are represented by a union pursuant
to a collective bargaining agreement. We have not experienced any labor problems
resulting in a work stoppage or work slowdown, and believe we have good
relations with our employees.

WHERE YOU CAN FIND MORE INFORMATION

Group files annual, quarterly and special reports and other information
with the Securities and Exchange Commission (the "SEC"). Any reports, statements
or other information filed by us may be read and copied at the SEC's public
reference room, at 450 Fifth Street NW, Washington, DC, as well as at public
reference rooms in New York, NY and Chicago, IL. For further information on
public reference rooms, call 1 (800) SEC-0330. Group's filings are also
available to the public from commercial retrieval services and at the Internet
web site maintained by the SEC at http://www.SEC.gov.

ITEM 2. PROPERTIES

In addition to our executive offices in St. Louis, Missouri, as of December
31, 2001, we operate 26 principal manufacturing and research facilities, located
in 8 different countries with a total area of approximately 6.3 million square
feet, of which approximately 1.9 million square feet are leased. We believe our
plants and equipment include state-of-the-art technology and are well
maintained. We believe that our existing owned and leased facilities are
adequate to meet our reasonably foreseeable requirements for at least the next
two years.

Some of our owned facilities are subject to mortgages under our senior
credit facility. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial statements
contained elsewhere in this Report.

<Table>
<Caption>
SIZE TYPE OF
LOCATION (APPROX. SQ. FT.) INTEREST DESCRIPTION OF PRODUCTS/SERVICES PROVIDED
-------- ----------------- -------- -----------------------------------------

UNITED STATES
Bucyrus, Ohio..................... 47,000 Leased Wire harness and cable assembly
Columbus, Ohio.................... 35,000 Leased Full system assembly
Beaverton, Oregon................. 75,000 Leased Full system assembly
Milford, Massachusetts............ 108,000 Leased Full system assembly
San Jose, California.............. 60,000 Leased Full system assembly
Mishawaka, Indiana................ 38,000 Owned Wire harness and cable assembly
Milwaukee, Wisconsin.............. 305,000 Leased Custom metal enclosure fabrication
Redmond, Washington............... 26,000 Leased Full system assembly
CANADA
Pointe-Claire (Montreal), 168,000 Owned Printed circuit board fabrication
Quebec..........................
Kirkland (Montreal), Quebec....... 121,000 Owned Printed circuit board fabrication
Granby (Montreal), Quebec......... 119,000 Owned Printed circuit board fabrication
MEXICO
Juarez, Mexico.................... 51,000 Leased Backpanel assembly
Juarez, Mexico.................... 438,000 Leased Wire harness and cable assembly
Chihuahua, Mexico................. 282,000 Owned Wire harness and cable assembly
Chihuahua, Mexico................. 253,000 Leased Wire harness and cable assembly
EUROPE
Echt, Netherlands................. 462,000 Owned Printed circuit board fabrication and
backpanel assembly
Rouen, France..................... 344,000 Owned Full system assembly
Terni, Italy...................... 234,000 Owned Custom metal enclosure fabrication and
full system assembly
Ballynahinch, Northern Ireland.... 73,000 Owned Wire harness and cable assembly, power
supplies and printed circuit board
fabrication
Coventry, England................. 219,000 Leased Custom metal and plastic enclosure
fabrication and full system assembly
ASIA
Guangzhou, China.................. 2,000,000 Owned Printed circuit board fabrication and
assembly
Zhongshan, China.................. 318,000 Owned Printed circuit board fabrication
Shanghai, China................... 229,000 Owned Backpanel assembly and custom metal
enclosure fabrication
Shenzhen, China................... 95,000 Leased Full system assembly
ShiYan, China..................... 176,000 Leased Full system assembly
Qingdao, China.................... 30,000 Leased Full system assembly
</Table>

In addition to the facilities listed above, at December 31, 2001 we
maintained several sales and marketing and other facilities located throughout
North America, Europe, Asia and South America, all of which are leased.

ITEM 3. LEGAL PROCEEDINGS

Our operations have from time to time been involved in claims and
litigation. The nature of our business is such that it is anticipated that we
will be involved from time to time in claims and litigation in the ordinary
course of our business. Based on experience with similar claims and litigation,
we do not anticipate that these matters will have a material adverse effect on
our business, results of operations, financial condition, prospects or ability
to service debt.

We anticipate that we may, from time to time, receive notifications
alleging infringements of patents generally held by other manufacturers.
Disputes over patent infringement are common in the electronics industry and
typically begin with notices of the type described above. Although the ultimate
resolution of any legal action and infringement notices described above cannot
be predicted, we believe that the resolution, including any ultimate liability,
will not have a material adverse effect on our business, results of operations,
financial condition or ability to service debt. We are not currently involved in
any patent infringement disputes and have not received any notices alleging
infringement of patents, the unfavorable resolution of which we believe would be
material.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 19, 2001, Group held a Special Meeting of Stockholders, for
stockholders of record as of September 24, 2001. The matter voted upon at the
meeting was approval of the issuance by Group of up to 10 million shares of its
common stock, par value $0.01 per share ("Common Stock"), to certain affiliates
of Hicks, Muse, Tate & Furst Incorporated (Hicks, Muse, Tate & Furst
Incorporated, its affiliates, and/or its partners collectively or individually,
"HMTF") upon the exercise of certain warrants to purchase Common Stock held by
HMTF in order to ensure compliance with (a) the provisions of that certain
Subscription Agreement dated as of July 19, 2001 and (b) Rule 312 of the New
York Stock Exchange.

For: 95,807,675 Against: 144,238 Abstain: 1,357,037.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.

Through April 17, 2002, Group's common stock was traded on the New York
Stock Exchange ("NYSE") under the symbol "VG". Group's common stock now trades
on The OTC Bulletin Board under the symbol "VSGI". The following table sets
forth the range of high and low sales prices for each period indicated:

<Table>
<Caption>
2000* 2001
------------------- --------------
HIGH LOW HIGH LOW
-------- -------- ------ -----

First quarter................................... $23.0625 $14.4375 $11.01 $1.83
Second quarter.................................. $ 18.125 $ 8.375 $ 4.75 $2.17
Third quarter................................... $ 21.75 $ 13.75 $ 3.08 $0.53
Fourth quarter.................................. $ 17.75 $ 6.00 $ 1.50 $0.35
</Table>

- ---------------

* The common stock first traded on the NYSE on March 24, 2000.

Group has never paid cash dividends on its common stock and has no present
plans to do so. Group is a holding company whose only significant asset is the
stock of its wholly owned subsidiary, Viasystems, and, accordingly, Group relies
on distributions from its subsidiaries for cash. Moreover, Viasystems' senior
credit facility, the indentures governing Viasystems' senior subordinated notes
and Group's Series B Preferred Stock each contain restrictions on Group's
ability to pay dividends and/or receive distributions from its subsidiaries.
There were approximately 552 shareholders of record as of March 26, 2002.

On April 9, 2001, Group issued an aggregate of 1,650,319 shares pursuant to
the acquisition of Top Line Electronics Corporation in June 2000. The shares
were issued pursuant to an exemption from the registration

requirements of Section 5 of the Securities Exchange Act of 1933, as amended, by
reason of Section 3(a)(10) thereunder.

On April 17, 2001, Group issued an aggregate of 535,905 shares of common
stock valued at $1.8 million pursuant to the acquisition of Chang Yuen. The
shares were issued pursuant to an exemption from the registration requirements
of Section 5 of the Securities Exchange Act of 1933, as amended, by reason of
Section 4(2) thereunder.

During the year ended December 31, 2001, Group issued an aggregate of
70,821 shares of common stock, in connection with the exercise employee stock
options. The shares were issued pursuant to an exemption from the registration
requirements of Section 5 of the Securities Exchange Act of 1933, as amended, by
reason of Section 4(2) thereunder.

In January 2002, Group announced that it had been notified by the NYSE that
it had fallen below the continued listing criteria requiring total market
capitalization of $100.0 million. This notification was in addition to earlier
notification that Group was below the $1.00 minimum share price also required
for continued listing. In April 2002, Group's common stock ceased trading on the
NYSE.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial and other data below for the years ended December
31, 1997 through 2001 presents consolidated financial information of Group and
its subsidiaries and has been derived from our audited consolidated financial
statements.

The following information should be read in conjunction with our audited
consolidated financial statements and the related notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations," all
included elsewhere in this Report.

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------
1997 1998 1999 2000 2001
----------- ----------- ----------- ------------ ------------

STATEMENT OF OPERATIONS DATA:
Net sales................................ $ 960,719 $ 1,202,321 $ 1,293,370 $ 1,604,985 $ 1,206,536
Cost of goods sold(1).................... 684,777 856,942 969,614 1,230,552 1,042,886
Selling, general and administrative
expenses, including non-cash
compensation expense charge of $0,
$3,398, $110,070, $104,351 and $0,
respectively(2)........................ 83,497 119,424 232,653 225,611 96,838
Depreciation and amortization............ 116,229 172,950 182,143 144,866 126,292
Write-off of amounts due from
affiliates(3).......................... -- -- -- -- 144,099
Restructuring and impairment
charges(4)............................. -- -- 468,389 -- 281,374
Write-off of acquired in-process research
and development(5)..................... 294,500 20,100 17,600 -- --
----------- ----------- ----------- ------------ ------------
Operating income (loss).................. (218,284) 32,905 (577,029) 3,956 (484,953)
----------- ----------- ----------- ------------ ------------
Interest expense, net.................... 73,322 101,045 117,822 105,514 97,174
Amortization of deferred financing
costs.................................. 6,629 9,354 6,619 4,296 4,013
Other expense (income)................... 1,138 4,964 23,594 1,857 879
----------- ----------- ----------- ------------ ------------
Loss before income taxes, cumulative
effect of a change in accounting
principle and extraordinary item....... (299,373) (82,458) (725,064) (107,711) (587,019)
----------- ----------- ----------- ------------ ------------
Provision (benefit) for income taxes..... 13,490 (1,812) (23,212) (2,923) --
----------- ----------- ----------- ------------ ------------
Loss before cumulative effect of a change
in accounting principle and
extraordinary item..................... (312,863) (80,646) (701,852) (104,788) (587,019)
Cumulative effect -- write-off of
start-up costs, net of income tax
benefit of $6,734(6)................... -- -- 18,443 -- --
Extraordinary item -- loss on early
extinguishment of debt, net of income
tax benefit of $4,332 in 1997 and $0 in
2000(7)................................ 7,796 -- -- 31,196 --
----------- ----------- ----------- ------------ ------------
Net loss................................. $ (320,659) $ (80,646) $ (720,295) $ (135,984) $ (587,019)
=========== =========== =========== ============ ============
Basic net loss per weighted average
common share(8)........................ $ (10.76) $ (1.54) $ (10.14) $ (1.13) $ (4.21)
=========== =========== =========== ============ ============
Basic weighted average common
shares(8).............................. 26,507,409 48,205,838 62,123,268 121,607,031 140,891,151
Diluted net loss per weighted average
common share(8)........................ $ (12.22) $ (1.71) $ (10.77) $ (1.14) $ (4.21)
=========== =========== =========== ============ ============
Diluted weighted average common
shares(8).............................. 26,507,409 48,669,528 67,238,458 123,258,689 140,891,151
BALANCE SHEET DATA:
Cash and cash equivalents................ $ 27,538 $ 9,335 $ 22,839 $ 45,676 $ 34,202
Working capital.......................... 37,830 31,394 112,220 259,759 122,054
Total assets............................. 1,153,548 1,545,641 1,309,226 1,611,284 988,045
Total debt, including current
maturities............................. 847,396 1,134,992 1,362,523 1,024,317 1,040,919
Stockholders' equity (deficit)........... (26,738) (90,578) (537,247) 89,831 (361,936)
</Table>

- ---------------

(1) During the year-ended December 31, 2001, we wrote-off approximately $49.3
million of inventory in connection with our 2001 restructuring plans. See
Note 3 of our consolidated financial statements contained in Part II, Item
8.

(2) During the years ended December 31, 1998 and 1999, we recorded non-cash
compensation charges of $3.4 million and $110.1 million, respectively, which
reflect the difference between the cost of the class A common stock and
class A series II common stock and the value of the common stock that it was
convertible into at those dates. Additionally, in connection with Group's
initial public offering during the year ended December 31, 2000, we recorded
non-cash compensation expense charges totaling $104.4 million: (i) $33.6
million related to the amendment of terms of the performance stock options
held by members of management that eliminated the exercisability
restrictions and variable exercise price terms; (ii) $63.0 million related
to the conversion of each 6 2/3 shares of class A common stock and class A
series II common stock into one share of common stock; and (iii) $7.8
million related to options issued to HMTF as consideration for the
termination of certain agreements.

(3) Represents a charge taken to write-off amounts due from European PCB Group
that have been impaired. See Note 1 of our consolidated financial statements
contained in Part II, Item 8.

(4) Represents impairment losses taken in 1999 and 2001 related to the write-off
of long-lived assets in accordance with Statement of Financial Accounting
Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of" as well as charges related to our
2001 restructuring plans. See Note 3 to our consolidated financial
statements contained in Part II, Item 8.

(5) Represents charges relating to the write-off of acquired in-process research
and development costs associated with the acquisitions of Circo Craft and
the assets of the Interconnection Technologies Unit of the Microelectronics
Group (the "Lucent Division") of Lucent Technologies Inc. in 1996, the
Forward Group Plc ("Forward") and Interconnection Systems (Holdings) Limited
("ISL") in 1997, Mommers Print Service B.V. and Zincocelere S.p.A.
("Zincocelere") in 1998 and Kalex in 1999. The write-off relates to acquired
research and development for projects that do not have a future alternative
use.

(6) Represents the write-off of the net book value of start-up costs as of
January 1, 1999, related to the required adoption of the Financial
Accounting Standards Board's issuance of Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities," which requires costs of
start-up activities and organizational costs to be expensed as incurred
effective January 1, 1999.

(7) We recorded, as an extraordinary item, a non-cash write-off of deferred
financing fees of approximately $7.8 million, net of income tax benefit of
$4.3 million, in 1997 and $31.2 million, net of income tax benefit of $0, in
2000 related to deferred financing fees incurred on debt retired before
maturity.

(8) Basic net loss per weighted average common share is computed by dividing the
net loss plus the charge for preferred stock dividends and accretion less
the loss attributable to class A common stock and class A series II common
stock by the weighted average common shares outstanding during the period.
Diluted net loss per weighted average common share is computed by dividing
the net loss plus the charge for preferred stock dividends and accretion by
the weighted average common shares outstanding during the period plus the
weighted average class A common stock and class A series II common stock on
an as if converted basis until March 23, 2000, at which time we converted
each 6 2/3 shares of class A common stock and class A series II common stock
into one share of common stock. Options and warrants were excluded from the
diluted calculation because their effect is anti-dilutive. For further
discussion on the calculation of basic and diluted loss per share, refer to
Note 24 of our consolidated financial statements contained in Part II, Item
8.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgements
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.

Our management believes the following critical accounting policies, among
others, affect our more significant judgements and estimates used in the
preparation of our consolidated financial statements:

Accounts Receivable. We perform ongoing credit evaluations of our
customers and we adjust credit limits based upon each customer's payment
history and current credit worthiness, as determined by credit information
available at that time. We continuously monitor collections and payments
from our customers and we maintain allowances for doubtful accounts for
estimated losses resulting from the inability of our customers to make
required payments. While such losses have historically been within our
expectations and the provisions established, if the condition of our
customers were to deteriorate, resulting in an impairment of their ability
to make payments, additional allowances may be required.

Inventories. We write down our inventory for estimated obsolescence
or unmarketable inventory equal to the difference between the cost of the
inventory and the estimated market value based upon assumptions about
future demand and market conditions. If actual future demand or market
conditions are less favorable than those historically experienced or
projected by us, additional inventory write-downs may be required.

Valuation of Goodwill and other Intangible Assets. We assess the
impairment of goodwill and other identifiable intangible assets whenever
events or changes in circumstances indicate that the carrying value may not
be recoverable. Factors we consider important which could trigger an
impairment review include, but are not limited to, the following:

significant underperformance relative to historical or projected
future operating results;

significant changes in the manner of our use of the acquired assets
or the strategy for our overall business;

significant negative industry or economic trends; significant
decline in our stock price for a sustained period; and

our market capitalization relative to net book value.

When we determine that the carrying value of goodwill and other
intangible assets may not be recoverable based upon the existence of one
or more of the above indicators of impairment, we measure any impairment
bases on a projected discounted cash flow method using a discount rate
determined by us to be commensurate with the risk inherent in our
current business model. During the year ended December 31, 2001 we
recorded an impairment charge totaling $133.3 million, of which, $129.1
related to goodwill.

In 2002, Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets" became effective and as a
result, we will cease to amortize goodwill, resulting in a decrease to
annual amortization expense of approximately $16.6 million. In lieu of
amortization, we are required to perform an initial impairment review of
our goodwill in 2002 and an annual impairment review thereafter. We
currently do not expect to record an impairment charge upon completion
of the initial impairment review. However, there can be no assurance
that at the time the review is completed a material impairment charge
will not be recorded.

Income Taxes. We record a valuation allowance to reduce our deferred
tax assets to the amount that we believe is more likely than not to be
realized. While we have considered future taxable income and ongoing
prudent, feasible tax planning strategies in assessing the need for the
valuation allowance, in the event we were to determine that we would not be
able to realize all or part of our net deferred tax assets in the future,
an adjustment to the net deferred tax assets would be charged to income in
the period such determination was made. Likewise, should we determine that
we would be able to realize our

deferred tax assets in the future in excess of its net recorded amount, an
adjustment to the net deferred tax asset would increase income in the
period such determination was made.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Net sales for the year ended December 31, 2001 were $1,206.5 million,
representing a $398.5 million, or 24.8%, decrease from the same period in 2000.
The decrease was primarily a result of continued weakness in printed circuit
board sales to key North American telecommunication and networking customers,
partially offset by the impact of acquisitions made in 2000 and 2001.

Cost of goods sold for the year ended December 31, 2001 was $993.6 million,
or 82.4% of sales (excluding one-time write-offs of $49.3 million of inventory
related to the Restructuring), compared to $1,230.6 million, or 76.7% of sales,
for the year ended December 31, 2000. Cost of goods sold as a percent of net
sales increased as a result of a higher percentage of EMS sales in 2001, which
generally have lower margins than printed circuit board sales, and lower
absorption of our fixed overhead cost in our facilities throughout North
America, Europe and Asia due to lower demand from our key telecommunication and
networking customers.

Selling, general and administrative expenses for the year ended December
31, 2001 were $96.8 million, a decrease of $24.4 million, or 20.1%, versus the
comparable period in 2000 (excluding the non-cash compensation expense charge of
$104.4 million in March 2000). These costs decreased primarily due to cost
reductions related to the Restructuring and a reduction in expenses as a result
of the transfer of the operations formerly conducted by Forward, ISL,
Zincocelere and the PCB production facility of Ericsson Telecom AB in March
2000, partially offset by increases in general and administrative expenses
related to the acquisitions completed in 2000 and 2001.

In connection with Group's initial public offering in March 2000, Group
amended the terms of the performance stock options held by members of management
to eliminate the exercisability restrictions and variable exercise price terms.
The amended performance options have a fixed exercise price of $9.00 per share
and are immediately exercisable. As a result of these amendments, we recorded a
one-time, non-cash compensation expense charge of approximately $33.6 million
during the three months ended March 31, 2000.

Also in connection with Group's initial public offering in March 2000,
Group converted each 6 2/3 shares of class A common stock and class A series II
common stock into one share of common stock. This conversion eliminated the
variable terms of the class A common stock and class A series II common stock
and resulted in a one-time, non-cash compensation expense charge of
approximately $63.0 million recorded during the three months ended March 31,
2000. This charge reflects the difference between the cost of the class A common
stock and the class A series II common stock and the value of the common stock
into which it was convertible at March 23, 2000.

Additionally, in connection with Group's initial public offering in March
2000, Viasystems terminated the monitoring and oversight agreement and financial
advisory agreement with HMTF. As consideration for such termination, Group
granted to HMTF options to purchase an aggregate of 2,134,000 shares of Group's
common stock at an exercise price of $21.00 per share. The option grant resulted
in a net one-time, non-cash compensation expense charge of approximately $7.8
million recorded during the three months ended March 31, 2000.

experienced during 2001, primarily related to our telecommunication and
networking customers. Through the third fiscal quarter of 2001, it was expected
that the economic downturn impacting these assets was a short-term inventory
correction. However, in the fourth quarter it became clear to management that
the downturn impacting these assets was more severe and of a long-term nature
resulting in a significant decline in profitability that is not expected to
return in the near term.

During the year ended December 31, 2001, we recorded a series of
restructuring charges totaling $59.8 million. These charges were taken in light
of the economic downturn primarily related to our large telecommunication and
networking customers. During 2001 we began evaluating our cost position compared
to anticipated levels of business for 2001 and beyond and determined that plant
shutdowns, plant consolidations and downsizing were required to reduce costs to
more appropriate levels in line with current and expected customer demand. A
summary of the 2001 restructuring activity (the "Restructuring") by quarter is
as follows:

During the quarter ended March 31, 2001, we recorded a restructuring charge
of $12.0 million, primarily related to the phase one workforce reductions in our
Richmond, Virginia PCB fabrication facility as well as small workforce
reductions at certain other North American operations. The workforce reductions
impacted a total of 2,507 employees, of which 1,915 were regular, union
employees, 547 were regular, non-union employees and 45 were temporary/contract
employees. All of these employees were terminated by December 31, 2001.

During the quarter ended June 30, 2001, we recorded a restructuring charge
of $30.5 million, primarily related to the closure of our Richmond, Virginia and
San German, Puerto Rico PCB fabrication facilities as well as small workforce
reductions at certain other North American and European operations. The facility
closures and workforce reductions impacted a total of 1,613 employees, of which
1,228 were regular, union employees, 373 were regular, non-union employees and
12 were temporary/contract employees. All of these employees were terminated by
December 31, 2001.

During the quarter ended September 30, 2001, we recorded a restructuring
charge of $16.2 million, primarily related to the consolidation of our two San
Jose, California PCB assembly operations as well as headcount reductions at our
corporate offices. The consolidation and workforce reductions impacted a total
of 471 employees, of which 150 were regular, union employees, 315 were regular,
non-union employees and 6 were temporary/contract employees. All of these
employees were terminated by December 31, 2001.

During the quarter ended December 31, 2001, we recorded a restructuring
charge of $7.1 million, primarily related to workforce reductions at our
European PCB fabrication facility as well as small workforce reductions at other
European facilities. The workforce reductions impacted a total of 455 employees,
all of which were regular, non-union employees. All of these employees were
terminated by December 31, 2001.

Additionally, during the quarter ended December 31, 2001, we reversed $6.0
million of restructuring charges previously recorded. This reversal primarily
related to a change in our plan related to the consolidation of our two San
Jose, California PCB assembly operations. Initially, the plan included
consolidating the leased operation into the owned operation, resulting in a
restructuring charge related to the contractual obligation on the leased
facility. Subsequently, we amended our plan and made the decision to consolidate
the owned operation into the leased operation resulting in a reversal to the
restructuring charge related to the lease commitment.

In connection with the Restructuring, we also recorded impairment charges
totaling $82.7 million to write-down to fair value certain land and buildings as
well as machinery and equipment, office equipment and systems that were obsolete
or redundant due to the closure and consolidation of facilities pursuant to the
Restructuring. Included in the impairment charge were the following amounts: a
write-down of land, buildings and leasehold improvements totaling $25.4 million,
related to our Richmond, Virginia and San German, Puerto Rico PCB fabrication
facilities that were closed; a write-down of machinery and equipment totaling
$14.9 million, a write-down of office equipment totaling $37.7 million, and a
write-down of systems and construction in progress totaling $4.7 million, each
primarily related to obsolete or redundant assets at our

Richmond, Virginia and San German, Puerto Rico PCB fabrication facilities that
were closed as well as certain other North American and European operations that
were consolidated.

At December 31, 2001, $17.7 million of the assets held for disposal had
been sold or otherwise disposed, leaving $16.3 million remaining on the books,
of which $13.0 million consisted of the land and building related to our
Richmond, Virginia PCB fabrication facility. We are actively marketing the land
and building for sale and expect to complete the disposal of the assets during
2002. The remaining $3.3 million of net book value of assets held for disposal
on the books at December 31, 2001 consists primarily of machinery and equipment
and office equipment related to redundant or obsolete assets at our Richmond,
Virginia and San German, Puerto Rico PCB fabrication facilities and are expected
to be disposed of during the next 18-24 months.

Below is a table summarizing restructuring and impairment activity for the
year ended December 31, 2001 ($ in 000's):
<Table>
<Caption>
CUMULATIVE
THREE MONTHS ENDED DRAWDOWNS
--------------------------------------------------- -------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, CASH NON-CASH
2001 2001 2001 2001 REVERSALS TOTAL PAYMENTS CHARGES
--------- -------- ------------- ------------ --------- -------- -------- --------

Restructuring Activities:
Personnel and
severance.............. $11,755 $ 20,238 $ 6,505 $ 5,524 $ (170) $ 43,852 $36,282 $ --
Lease and other
contractual
Commitments............ 78 7,864 9,623 1,228 (5,836) 12,957 5,614 --
Other.................... 174 2,379 103 309 -- 2,965 2,810 --
Asset Impairments:
Held for disposal...... -- 75,043 5,454 2,210 -- 82,707 -- 82,707
Held for use........... -- -- -- 133,252 -- 133,252 -- 133,252
Other.................. -- -- -- 5,641 -- 5,641 -- 5,641
------- -------- ------- -------- ------- -------- ------- --------
Total restructuring and
impairment charges....... $12,007 $105,524 $21,685 $148,164 $(6,006) $281,374 $44,706 $221,600
======= ======== ======= ======== ======= ======== ======= ========

BALANCE AT
DECEMBER 31,
2001
------------

Restructuring Activities:
Personnel and
severance.............. $ 7,570
Lease and other
contractual
Commitments............ 7,343
Other.................... 155
Asset Impairments:
Held for disposal...... --
Held for use........... --
Other.................. --
-------
Total restructuring and
impairment charges....... $15,068
=======
</Table>

The significant components of the restructuring charge recorded for lease
and other contractual commitments totaling approximately $13.0 million, are as
follows: $8.5 million for leased and other facility commitments; $3.2 million
for lease commitments on machinery and equipment; $1.2 million for waste water
project commitments; and $0.1 million for other commitments.

Also in connection with the Restructuring, we wrote-off inventory resulting
in a $49.3 million and $0.8 million charge to cost of goods sold during the
quarters ended June 30, 2001 and September 30, 2001, respectively. During the
quarter ended December 31, 2001, we reversed inventory write-offs previously
taken totaling $0.8 million. With respect to the inventory written-off during
the quarter ended June 30, 2001, we have disposed of $39.1 million of the
inventory and reversed the write-off and sold $1.0 million of the inventory,
resulting in a remaining balance of $9.1 million at December 31, 2001. We expect
to dispose of the remaining obsolete inventory during fiscal year 2002.

The restructuring and impairment charges were determined based on formal
plans approved by our management using the best information available to it at
the time. The amounts we may ultimately incur may change as the balance of the
plans are executed.

We continue to review our operations in light of the continued economic
downturn related to our telecommunication and networking customers. These
reviews could result in additional workforce reductions. The impact these
activities could have on our results of operations is not currently known.

European PCB Group has disposed of the operations formerly conducted by
Forward Group Plc and the PCB production facility of Ericsson Telecom AB. In
addition, an administrative receiver has been appointed in respect of European
PCB Group's ISL business. As a result, the business formerly conducted by
Zincocelere S.p.A. is the only material asset remaining within European PCB
Group. Accordingly, we compared the carrying amount of all current amounts due
from European PCB Group, including the PCB

Group Notes, to their undiscounted expected future cash flows. We have concluded
that amounts due from European PCB Group have been impaired. As a result, we
recorded a charge for the quarter ended September 30, 2001 totaling $144.1
million to reflect the write-off of such amounts. This charge consisted of
$127.6 million related to the PCB Group Notes and $16.5 million related to trade
receivables.

Depreciation and amortization decreased $18.6 million, from $144.9 million
for the year ended December 31, 2000, to $126.3 million for the same period of
2001, primarily due to a reduction in expenses as a result of the distribution
of the operations formerly conducted by Forward ISL, Zincocelere and the PCB
production facility of Ericsson Telecom AB in March 2000 and due to a reduced
fixed asset base as a result of the impairment of property and equipment held
for disposal related to the closure of our Richmond, Virginia and San German,
Puerto Rico PCB facilities, partially offset by the impact to depreciation of
acquired fixed assets and to amortization of acquired intangibles from the
acquisitions completed in 2000 and 2001.

Other expense decreased $9.6 million, from $111.7 million for the year
ended December 31, 2000, to $102.1 million for the same period of 2001,
primarily due to reduced interest expense and amortization of deferred financing
costs related to the recapitalization in connection with Group's initial public
offering completed in March 2000 and reductions in market benchmark interest
rates realized during 2001, partially offset by higher interest margins charged
on borrowed funds under our senior secured credit facility resulting from
amendments to the credit agreement completed during 2001.

During the quarter ended March 31, 2000, we recorded, as an extraordinary
item, a one-time, non-cash write-off of deferred financing fees of approximately
$31.2 million, net of $0 income tax benefit, related to deferred financing fees
incurred on debt under our prior credit agreement, which was retired before
maturity with proceeds from Group's initial public offering.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 2000

Net sales for the year ended December 31, 2000 were $1.6 billion,
representing a $311.6 million, or 24.1%, increase from the comparable period in
1999. The increase was primarily due to volume growth in the telecom/datacom
industry and acquisitions completed in 1999 and 2000, partially offset by the
reduction in sales associated with the distribution of the operations formerly
conducted by Forward, ISL, Zincocelere and Viasystems Sweden in March 2000.

Cost of goods sold for the year ended December 31, 2000 was $1.2 billion,
or 76.7% of net sales, compared to $969.6 million, or 75.0% of net sales, for
the year ended December 31, 1999. Cost of goods sold as a percent of net sales
increased year over year as a result of a higher percentage of EMS sales in
2000, which generally have lower margins than printed circuit board sales. This
was partially offset by higher production volume absorption and cost containment
initiatives.

Selling, general and administrative expenses (excluding the non-cash
compensation expense charge of $110.1 million and $104.4 million in 1999 and
2000, respectively) for the year ended December 31, 2000 decreased by $1.3
million versus the comparable period in 1999. These costs decreased primarily
due to a reduction in expenses as a result of the distribution of the operations
formerly conducted by Forward, ISL, Zincocelere and Viasystems Sweden in March
2000, partially offset by increases in general and administrative expenses
related to the acquisitions completed in 1999 and 2000.

During the year ended December 31, 1999 we recorded a non-cash compensation
charge of $110.1 million, which reflects the difference between the cost of the
class A common stock and class A series II common stock and the value of common
stock into which it was convertible at December 31, 1999.

In connection with Group's initial public offering in March 2000, we
amended the terms of the performance stock options held by members of management
to eliminate the exercisability restrictions and variable exercise price terms.
The amended performance options have a fixed exercise price of $9.00 per share
and are immediately exercisable. As a result of these amendments, we recorded a
one-time non-cash compensation expense charge of approximately $33.6 million
during the year ended December 31, 2000.

Additionally, in connection with Group's initial public offering in March
2000, Viasystems terminated the monitoring and oversight agreement and financial
advisory agreement with HMTF. As consideration for such termination, we granted
HMTF options to purchase an aggregate of 2,134,000 shares of Group's common
stock at an exercise price of $21.00 per share. The option grant resulted in a
net one-time non-cash compensation expense charge of approximately $7.8 million
recorded during the year ended December 31, 2000.

Other expense decreased $36.3 million, from $148.0 million for the year
ended December 31, 1999, to $111.7 million in the same period of 2000, due
primarily to reduced interest expense and amortization of deferred financing
costs related to the recapitalization in connection with the initial public
offering completed in March 2000. Additionally, in 1999 we recorded a loss on
disposal of plant, property and equipment related to the closure of our Selkirk,
Scotland facility.

Depreciation and amortization decreased $37.2 million, from $182.1 million
for the year ended December 31, 1999, to $144.9 million for the same period in
2000, primarily as a result of the distribution of the operations formerly
conducted by Forward, ISL, Zincocelere and Viasystems Sweden in March 2000. This
decrease was partially offset by the depreciation of acquired fixed assets and
amortization of acquired intangibles from the acquisitions completed in 1999 and
2000.

During 1999, we recorded a non-cash impairment loss of $468.4 million
related to the write-off of long-lived assets in accordance with Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of." Based on current
business enterprise values using common appraisal methods, the assessment
identified impairment of long-lived assets acquired pursuant to the Forward, ISL
and Zincocelere acquisitions. The calculated business enterprise values
determined were compared to the net book value of the related long-lived assets
with the difference representing the amount of the impairment loss. The
impairment loss for each group of assets was first charged against goodwill with
any remaining amounts being charged to the other acquired intangibles and
property, plant and equipment, if necessary. The impairment resulted from
significant changes in the markets served by the acquired businesses that were
not anticipated at the time of each acquisition, most significantly a decline in
market pricing. The decline in market pricing was due to the convergence of two
factors: significant currency fluctuations and the emergence of significant
offshore competition from Asia Pacific. While the primary currency for the
acquired businesses is the U.K. pound sterling, their competitors were in
Continental Europe and beginning to emerge from Asia Pacific. The currencies for
most of the Continental European and Asia Pacific countries declined
significantly against the U.K. pound sterling, which resulted in an improved
relative cost position for the competitors and reduced market pricing. This
decline in market pricing has resulted in a significant decline in profitability
that is not expected to return in the near term.

During 1999, we recorded a one-time non-cash write-off of $17.6 million
related to in-process research and development acquired in the Kalex
acquisition.

During 1999, we recorded a one-time non-cash cumulative effect of a change
in accounting principle of $18.4 million (net of $6.7 million income tax
benefit) related to the write-off of the net book value of start-up costs as of
January 1, 1999.

During the year ended 2000, we recorded, as an extraordinary item, a
one-time, non-cash write-off of deferred financing fees of approximately $31.2
million (net of $0 income tax benefit) related to deferred financing fees
incurred on debt under the old credit agreement, which was retired before
maturity with proceeds from Group's initial public offering.

HOLDING COMPANY STRUCTURE

Group is a holding company that has no significant assets other than the
capital stock of Viasystems and therefore, Group relies on dividends and
distributions from Viasystems as its sole source of cash. Group's right to
participate in dividends or other distributions from Viasystems is subject to
restrictions imposed by the terms of Viasystems' senior secured credit facility,
senior unsecured notes and senior subordinated notes, as well as the prior
rights of Viasystems' creditors and other statutory restrictions.

CASH FLOWS

Net cash provided by operating activities was $47.9 million for the year
ended December 31, 2001, compared to net cash provided by operating activities
of $31.2 million for the same period in 2000. The increase in net cash provided
by operating activities relates to collection of receipts from certain major
customers and reduced investments in inventories, partially offset by payments
to vendors.

Net cash used in investing activities was $89.4 million for the year ended
December 31, 2001, compared to $497.2 million for the year ended December 31,
2000. The net cash used in investing activities for 2001 included $78.8 million
related to capital expenditures with the remainder used for two small
acquisitions. In 2000, net cash used in investing activities included $360.3
million related to the acquisitions of the Wire Harness Business of
International Wire, Marconi Communications Inc.'s network component and services
business ("NC&S"), Top Line Electronics Corporation, Lucent Technologies' global
provisioning facility in Rouen, Laughlin-Wilt and Accutec, with the remaining
amounts related to capital expenditures.

Net cash provided by financing activities was $31.1 million for the year
ended December 31, 2001, compared to $490.0 million for the year ended December
31, 2000. The net cash provided by financing activities for 2001 relates
principally to the $100.0 million in proceeds realized from the July 2001
issuance of Viasystems senior unsecured notes and warrants to purchase Group's
common stock, less payments on revolving loans under Viasystems' senior credit
facility and repayment of other long-term and capital lease obligations. Cash
provided by financing activities in 2000 relates principally to the proceeds
from our March 2000 initial public offering, as offset by debt repayments.

On July 19, 2001, we issued $100.0 million principal amount of senior
unsecured notes and warrants to purchase 10 million shares of Group's common
stock to affiliates of Hicks, Muse, Tate & Furst Incorporated for a purchase
price of $100.0 million. The senior unsecured notes bear interest at 14% per
annum and mature on May 1, 2007. Interest is not payable currently, but rather
will accrete semi-annually and be payable in full at maturity of the senior
unsecured notes. The warrants are immediately exercisable and have an exercise
price of $.01 per share and terminate in 2011. We have allocated $30.0 million
of the proceeds from the senior unsecured notes to paid-in-capital and $70.0
million to debt, which represents the relative fair value of the securities at
the time of issuance. The resulting debt discount of $30.0 million is being
amortized, using the effective interest method, over the life of the senior
unsecured notes. At December 31, 2001, the remaining unamortized discount was
$26.9 million. The fair value of the warrants was determined using a
Black-Scholes pricing model, assuming expected volatility of 116%, a risk-free
rate of return of 3.0% and a dividend yield of 0%.

LIQUIDITY AND CAPITAL RESOURCES

The following summarizes our contractual obligations at December 31, 2001,
and the effect such obligations are expected to have on our liquidity and cash
flow in future periods.

<Table>
<Caption>
PAYMENTS DUE BY YEAR
------------------------------------------------------
2005 TO 2007 AND
TOTAL 2002 2003 TO 2004 2006 THEREAFTER
-------- ----- ------------ ------- ----------
(IN MILLIONS)

Contractual Obligations:
Long-term debt(1)...................... $1,040.9 $ 3.2 $79.9 $70.8 $887.0
Non-cancelable operating lease
obligations......................... 55.3 11.3 15.2 10.5 18.3
-------- ----- ----- ----- ------
Total contractual cash
obligations.................. $1,096.2 $14.5 $95.1 $81.3 $905.3
======== ===== ===== ===== ======
</Table>

- ---------------

(1) Includes capital lease obligations.

In addition to the above contractual cash obligations, we guaranteed
approximately 12 million British Pounds (approximately $18.0 million) of an
obligation with the Department of Trade and Industry (the "DTI") of the United
Kingdom in respect of a grant provided to ISL. The grant is also secured by land
and a building in North Tyneside owned by ISL which has an appraised value in
excess of the grant obligation. Throughout the year, we have been engaged in
discussions with the DTI regarding the guarantee and the grant. On January 31,
2002, we and European PCB Group entered into a settlement agreement with the
DTI. Under the settlement agreement, we and European PCB Group jointly and
severally agreed to pay 12.0 million British Pounds (approximately $18.0
million) in 9 installments beginning January 31, 2002 and ending on December 31,
2003. The first installment totaled 2.0 million British Pounds (approximately
$3.0 million) and was paid on January 31, 2002 by European PCB Group with the
remaining installments due periodically through December 31, 2003. We believe
that European PCB Group has the ability and will continue to make the scheduled
payments due under the settlement agreement. Furthermore, we believe that
proceeds from the sale of the land and building in North Tyneside will be
sufficient to satisfy all or substantially all amounts paid pursuant to the
settlement agreement. European PCB Group has agreed to indemnify us in the event
we are required to make any such payments.

In addition, we have $9.8 million of letters of credit issued with respect
to certain indebtedness of Zincocelere. The remaining obligation due by
Zincocelere under the indebtedness totals approximately 7.2 million Euros
(approximately $6.3 million). Historically, Zincocelere has made the scheduled
payments under the indebtedness and we believe Zincocelere will continue to
operate and make all future payments required under the indebtedness.

As a result of the dramatic downturn in telecom component demand during
2001 and our highly leveraged capital structure, we expect to fail to satisfy
certain financial maintenance covenants contained in our senior secured credit
facility on March 31, 2002. In anticipation of this circumstance, we entered
into an amendment to our credit agreement on March 29, 2002. The amendment
provides that our credit facility lenders will refrain from exercising any
rights or remedies in respect of our failure to comply prior to May 29, 2002.
Under the terms of the amendment, our revolving borrowings under the senior
secured credit facility are limited to $100 million, unless our consolidated net
sales for the preceding eight week period exceed specified thresholds, in which
case our revolving loan availability is increased to $150 million. The amendment
further increases the interest rates payable on these borrowings by .25% per
annum, imposes additional financial and operating restrictions and provides for
the grant of certain additional liens to secure these borrowings. A fee of
approximately $1.5 million was paid to our credit facility lenders in connection
with the amendment.

In light of these developments, we have retained Rothschild Inc. to assist
us in evaluating several recapitalization alternatives in an effort to reduce
debt and strengthen our balance sheet.

As of December 31, 2001, we had $34.2 million of cash and cash equivalents
and our working capital was $122.1 million. Giving effect to the recent
amendment to our credit agreement, as of December 31, 2001, we would have had
revolver availability under the senior secured credit facility of $78.9 million.

We anticipate that our primary uses of cash for the next twelve months will
be:

- to meet working capital requirements;

- for capital expenditures for maintenance, replacement and acquisitions of
equipment, expansion of capacity, productivity improvements and product
and process technology development; and

- to pay interest on, and to repay principal of, indebtedness under our
senior secured credit facility, our senior subordinated notes and our
other outstanding indebtedness.

We expect that our primary sources of cash will be cash on hand, cash from
operating activities and revolving borrowings under our senior secured credit
facility, as amended. We anticipate that these sources of cash will be
sufficient to meet our requirements for working capital, capital expenditures,
and debt service over the next 12 months. These expectations, however, assume
that the forbearance under the recent amendment to our credit agreement will be
extended in order to permit us to implement a restructuring or other plan. In
the event that we are unable to enter into satisfactory arrangements with the
lenders under our senior secured credit facility to extend such forbearance
beyond May 29, 2002, up to $1 billion of indebtedness could become due and
payable shortly thereafter. This indebtedness consists of term loans of $437.8
million and revolving loans of $10.6 million under the senior secured credit
facility, $79.5 million (net of $26.6 million of unamortized discount) of senior
unsecured notes, and $500 million principal amount of senior subordinated notes.
Although there is no current default under the senior unsecured notes or the
senior subordinated notes, a default would arise under these debt obligations in
the event of an acceleration of the maturity of the senior secured credit
facility indebtedness. In such event, we would not have sufficient liquidity to
repay such indebtedness and we would not expect to be able to refinance such
indebtedness. In addition, our future operating performance and ability to meet
our financial obligations will be subject to future economic conditions and to
financial, business and other factors, many of which will be beyond our control.

Borrowings under our senior secured credit facility bear interest at
floating rates which vary according to the interest option we select. Base rate
term loans bear interest at the then effective base rate plus an applicable
margin ranging from 2.50% to 3.00%. Eurocurrency term loans bear interest at the
then effective eurocurrency base rate plus an applicable margin ranging from
3.50% to 4.00%. Revolving credit loans bear interest, at our option, at the then
effective base rate plus 2.5% or the then effective eurocurrency base rate plus
3.50%. Our senior subordinated notes bear interest, payable semiannually, at the
rate of 9 3/4% per annum.

RECENT EVENTS

As of March 27, 2002, HMTF has increased its investment in Viasystems
through open market purchases of $232.1 million of Viasystems' 9 3/4 senior
subordinated notes and $51.3 million of Viasystems' senior secured bank debt.
These purchases were made at a discount to the face amount.

NET OPERATING LOSS CARRYFORWARD

For United States federal income tax purposes we had net operating loss
carryforwards, or NOLs, amounting to approximately $867.1 million as of December
31, 2001. These NOLs have been reduced by approximately $92.5 million to reflect
the offset against the NOLs of cancellation of indebtedness income we recognized
as a result of open market purchases at a discount during 2001 by HMTF of
Viasystems, indebtedness with an aggregate principal amount of $163.4 million.

These NOLs expire in 2018 through 2021 if not utilized before then to
offset taxable income. Section 382 of the Internal Revenue Code of 1986, as
amended, and regulations issued thereunder impose limitations on the ability of
corporations to use NOLs if the corporation experiences more than a 50% change
in ownership during certain periods. We believe an ownership change occurred in
March 2000 in connection with our initial public offering. As a consequence, the
utilization of our NOLs is limited pursuant to Section 382 to approximately
$96.5 million per year, with any unused portion carried over to succeeding
years. Further changes in ownership in future periods could substantially
restrict our ability to utilize our tax net operating loss carryforwards. In
addition, as of December 31, 2001, we had NOLs of $17.7 million in the United
Kingdom, $29.1 million in the Netherlands, $6.5 million in Italy, $54.4 million
in Luxembourg, $0.5 million in
23

Brazil, $17.0 million in Canada, $0.5 million in Puerto Rico and $28.6 million
in Hong Kong. These NOLs carry forward indefinitely except Canada and Puerto
Rico, which expire in 2008.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 ("SFAS 141"), "Business
Combinations", and No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets".

SFAS 141 supercedes Accounting Principles Board Opinion No. 16, "Business
Combinations". The most significant changes made by SFAS 141 are: (1) requiring
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001, (2) establishing specific criteria for the
recognition of intangible assets separately from goodwill, and (3) requiring
unallocated negative goodwill to be written off immediately as an extraordinary
gain (instead of being deferred and amortized). We are currently assessing the
impact of SFAS 141 on our operating results and financial condition.

SFAS 142 supercedes Accounting Principles Board Opinion No. 17, "Intangible
Assets". SFAS 142 primarily addresses the accounting for goodwill and intangible
assets subsequent to their acquisition (i.e., the post-acquisition accounting).
The provisions of SFAS 142 will be effective for fiscal years beginning after
December 15, 2001. The most significant changes made by SFAS 142 are: (1)
goodwill and indefinite lived intangible assets will no longer be amortized, (2)
goodwill will be tested for impairment at least annually at the reporting unit
level, (3) intangible assets deemed to have an indefinite life will be tested
for impairment at least annually, and (4) the amortization period of intangible
assets with finite lives will no longer be limited to forty years. Upon
implementation of SFAS 142, our amortization expense for fiscal year 2002 is
expected to decrease by approximately $16.6 million compared to fiscal year 2001
as a result of no longer amortizing goodwill. We currently do not expect to
record an impairment charge upon completion of the initial impairment review.
However, there can be no assurance that at the time the review is completed a
material impairment charge will not be recorded.

In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-lived
Assets". SFAS 144 supercedes Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-lived Assets and Assets to be
Disposed of" and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
144 also amends Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," to eliminate the exception to consolidation for a subsidiary for
which control is likely to be temporary. The provision of SFAS 144 will be
effective for fiscal years beginning after December 15, 2001. The most
significant changes made by SFAS 144 are: (1) removes goodwill from its scope
and, therefore, eliminates the requirements of SFAS 121 to allocate goodwill to
long-lived assets to be tested for impairment, and (2) describes a
probability-weighted cash flow estimation approach to deal with situations in
which alternative course of action to recover the carrying amount of a
long-lived assets are under consideration or a range is estimated for the amount
of possible future cash flows. We currently do not expect the implementation of
SFAS 144 to have a material impact on our operating results and financial
condition. However, there can be no assurance that at the time the review is
completed a material impairment charge will not be recorded.

IN-PROCESS RESEARCH AND DEVELOPMENT

Kalex's in-process R&D value was comprised of three primary projects
consisting of developing Rambus technology, increasing board layer count and
developing ball grid array substrates capability. At the acquisition date, R&D
programs ranged from 65% to 80% complete and total continuing R&D commitments to
complete the projects were expected to be $2.4 million. Since the date of the
acquisition we have completed the Rambus project and continued to pursue the
board layer count project and the ball grid array substrate project.

Rambus technology is designed to improve the communication between current
and next generation fast central processing unit microchips and peripherals on
the motherboard. This requires motherboards with finer
24

lines, much lower impedance, and extremely small variance in specification
tolerance. The applications for Rambus technology are personal computers,
workstations, mainframes, mobile phones, communications equipment and network
systems.

Because we have capabilities at most of our facilities to produce high
layer count printed circuit boards, the board layer count project has progressed
quickly and is nearing completion. The ball grid array substrates project is
designed to improve printed circuit board density and performance. This project,
to be successful, will require specific machinery and precision tools, including
unique drilling, routing, lamination, and etching equipment. We will further
evaluate this program before committing to such investment.

These estimates are subject to change, given the uncertainties of the
development process, and no assurance can be given that deviations from these
estimates will not occur.

CONVERSION TO THE EURO

On January 1, 1999, eleven participating countries of the European Union
converted to the Euro as their common national currency. The previous national
currencies of these countries will still be accepted as legal tender until at
least January 1, 2002. Upon conversion to the Euro we did not experience any
disruption or material impact on our results of operations, financial condition
or cash flows.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

At December 31, 2000 and 2001, approximately $488.6 and $448.4 million,
respectively, of our long-term debt, specifically borrowings outstanding under
our senior credit facility and the loan notes, bore interest at variable rates.
Accordingly, our earnings and cash flow are affected by changes in interest
rates. Assuming the current level of borrowings at variable rates and assuming a
two percentage point increase in the average interest rate under these
borrowings, it is estimated that our interest expense for the year ended
December 31, 2000 and 2001, would have increased by approximately $9.8 and $9.0
million, respectively. In the event of an adverse change in interest rates,
management would likely take actions that would mitigate our exposure to
interest rate risk; however, due to the uncertainty of the actions that would be
taken and their possible effects, this analysis assumes no such action. Further,
this analysis does not consider the effects of the change in the level of
overall economic activity that could exist in such an environment.

FOREIGN CURRENCY RISK

We conduct our business in various regions of the world, and export and
import products to and from several countries. Our operations may, therefore, be
subject to volatility because of currency fluctuations. Sales and expenses are
frequently denominated in local currencies, and results of operations may be
affected adversely as currency fluctuations affect our product prices and
operating costs or those of our competitors. From time to time, we enter into
foreign exchange forward contracts to minimize the short-term impact of foreign
currency fluctuations. We do not engage in hedging transactions for speculative
investment reasons. Our hedging operations historically have not been material
and gains or losses from these operations have not been material to our cash
flows, financial position or results from operations. There can be no assurance
that our hedging operations will eliminate or substantially reduce risks
associated with fluctuating currencies.

ITEM 8. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

<Table>

VIASYSTEMS GROUP, INC. & SUBSIDIARIES
Report of Independent Accountants........................... 27
Consolidated Balance Sheets as of December 31, 2000 and
2001...................................................... 28
Consolidated Statements of Operations for the years ended
December 31, 1999, 2000 and 2001.......................... 29
Consolidated Statements of Stockholders' Equity (Deficit)
for the years ended December 31, 1999, 2000 and 2001...... 30
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 2000 and 2001.......................... 31
Notes to Consolidated Financial Statements.................. 32
Schedule II -- Valuation and Qualifying Accounts............ 74
</Table>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Viasystems Group, Inc.:

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Viasystems Group, Inc. and its subsidiaries as of December 31, 2001
and 2000, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedule listed in the
accompanying index present fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedules are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, as a result of the dramatic downturn in telecom component
demand during 2001, and the Company's highly leveraged capital structure, the
Company will fail to satisfy at March 31, 2002, certain financial maintenance
covenants contained in its senior credit facility. The potential ramification
from the failure to satisfy these covenants raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 25. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 21 to the consolidated financial statements, in 1999
the Company changed its method of reporting costs of start-up activities.

PRICEWATERHOUSECOOPERS LLP

Fort Worth, Texas
January 28, 2002, except for Recent Events for Note 1 and Note 25 for which the
date is March 29, 2002

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
DECEMBER 31,
-------------------------------
2000 2001
-------------- --------------
(IN THOUSANDS, EXCEPT SHARE AND
PER SHARE AMOUNTS)

ASSETS

Current assets:
Cash and cash equivalents................................. $ 45,676 $ 34,202
Accounts receivable, less allowance for doubtful accounts
of $7,233 and $15,654, respectively.................... 320,561 157,443
Inventories............................................... 255,973 113,589
Prepaid expenses and other................................ 70,922 37,036
----------- -----------
Total current assets.............................. 693,132 342,270
Property, plant and equipment, net.......................... 452,621 353,651
Deferred financing costs, net............................... 23,332 25,591
Intangible assets, net...................................... 419,236 247,944
Other assets................................................ 22,963 18,589
----------- -----------
Total assets...................................... $ 1,611,284 $ 988,045
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term obligations............... $ 23,882 $ 3,215
Accounts payable.......................................... 293,696 125,897
Accrued and other liabilities............................. 112,200 90,502
Income taxes payable...................................... 3,595 602
----------- -----------
Total current liabilities......................... 433,373 220,216
Deferred taxes.............................................. 17,343 17,019
Long-term obligations, less current maturities (includes $0
and $242.9 million, face amount, held by related parties,
respectively)............................................. 1,000,435 1,037,704
Other non-current liabilities............................... 24,201 23,430
Commitments and Contingencies
Preferred Stock:
Series B Preferred Stock, par value $.01 per share,
6,000,000 shares authorized; 1,647,343 and 1,783,137
shares issued and outstanding, respectively, including
liquidation preferences of $25.00 per share............ 46,101 51,612
Stockholders' equity (deficit) Common stock, par value $.01
per share, 500,000,000 shares authorized; 139,277,105 and
141,534,081 shares issued and outstanding in 2000 and
2001, respectively........................................ 1,393 1,416
Paid-in capital........................................... 1,555,269 1,581,606
Notes due from affiliates................................. (124,532) --
Accumulated deficit....................................... (1,314,938) (1,901,957)
Treasury stock, at cost................................... (122) (122)
Accumulated other comprehensive loss...................... (27,239) (42,879)
----------- -----------
Total stockholders' equity (deficit).............. 89,831 (361,936)
----------- -----------
Total liabilities and stockholders' equity
(deficit)....................................... $ 1,611,284 $ 988,045
=========== ===========
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
28

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
------------------------------------------
1999 2000 2001
------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net sales................................................ $1,293,370 $1,604,985 $1,206,536
Operating expenses:
Cost of goods sold..................................... 969,614 1,230,552 1,042,886
Selling, general and administrative, including non-cash
compensation expense charges of $110,070, $104,351
and $0 respectively................................. 232,653 225,611 96,838
Depreciation........................................... 118,873 98,457 79,718
Amortization........................................... 63,270 46,409 46,574
Write-off of amounts due from affiliates............... -- -- 144,099
Restructuring and impairment charges................... 468,389 -- 281,374
Write-off of acquired in-process research and
development......................................... 17,600 -- --
---------- ---------- ----------
Operating income (loss).................................. (577,029) 3,956 (484,953)
---------- ---------- ----------
Other expenses:
Interest expense....................................... 117,822 105,514 97,174
Amortization of deferred financing costs............... 6,619 4,296 4,013
Other expense, net..................................... 23,594 1,857 879
---------- ---------- ----------
Loss before income taxes, cumulative effect of a change
in accounting principle and extraordinary item......... (725,064) (107,711) (587,019)
Benefit for income taxes................................. (23,212) (2,923) --
---------- ---------- ----------
Loss before cumulative effect of a change in accounting
principle and extraordinary item....................... (701,852) (104,788) (587,019)
Cumulative effect -- write-off of start-up costs, net of
income tax benefit of $6,734........................... 18,443 -- --
Extraordinary item -- loss on early extinguishment of
debt, net of income tax benefit of $0.................. -- 31,196 --
---------- ---------- ----------
Net loss.......................................... $ (720,295) $ (135,984) $ (587,019)
========== ========== ==========
Basic loss per weighted average common share:
Before cumulative effect of a change in accounting
principle and extraordinary item.................... $ (9.89) $ (0.88) $ (4.21)
Cumulative effect...................................... (.25) -- --
Extraordinary item..................................... -- (0.25) --
---------- ---------- ----------
Net loss.......................................... $ (10.14) $ (1.13) $ (4.21)
========== ========== ==========
Diluted loss per weighted average common share:
Before cumulative effect of a change in accounting
principle and extraordinary item.................... $ (10.50) $ (0.89) $ (4.21)
Cumulative effect...................................... (0.27) -- --
Extraordinary item..................................... -- (0.25) --
---------- ---------- ----------
Net loss.......................................... $ (10.77) $ (1.14) $ (4.21)
========== ========== ==========
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
29

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<Table>
<Caption>
ACCUMULATED
AND OTHER
NOTES DUE COMPREHENSIVE
COMMON PAID IN FROM ACCUMULATED TREASURY INCOME
STOCK CAPITAL AFFILIATES DEFICIT STOCK (LOSS) TOTAL
------ ---------- ---------- ----------- -------- ------------- ---------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

BALANCE AT DECEMBER 31, 1998.............. $ 573 $ 358,388 $ -- $ (458,659) $ -- $ 9,120 $ (90,578)
Comprehensive loss:
Net loss................................ -- -- -- (720,295) -- -- (720,295)
Foreign currency translation
adjustments........................... -- -- -- -- -- (32,858) (32,858)
Minimum pension liability, net of income
tax benefit of $254................... -- -- -- -- -- 593 593
---------
Total comprehensive loss.................. (752,560)
---------
Issuance of 27,329,906 shares of common
stock................................... 273 199,774 -- -- -- -- 200,047
Issuance of 273,223 shares of common stock
issued for business combinations........ 3 1,997 -- -- -- -- 2,000
Issuance of 5,182,829 shares of class A
series II common stock.................. 52 259 -- -- -- -- 311
Repurchase of 16,667 shares of common
stock and 666,678 shares of class A
common stock............................ -- -- -- -- (162) -- (162)
Cancellation of 666,678 shares of class A
common stock............................ (7) (33) -- -- 40 -- --
Stock issuance costs...................... -- (1,903) -- -- -- -- (1,903)
Paid-in-kind dividends of 115,899 shares
of Series B
Preferred Stock......................... -- (4,240) -- -- -- -- (4,240)
Net distribution prior to as-if pooling of
Wire Harness Business................... -- (232) -- -- -- -- (232)
Non-cash compensation expense charge...... -- 110,070 -- -- -- -- 110,070
------ ---------- --------- ----------- ----- -------- ---------
BALANCE AT DECEMBER 31, 1999.............. 894 664,080 -- (1,178,954) (122) (23,145) (537,247)
Comprehensive loss:
Net loss................................ -- -- -- (135,984) -- -- (135,984)
Foreign currency translation
adjustments........................... -- -- -- -- -- (15,221) (15,221)
---------
Total comprehensive loss.................. (151,205)
---------
Issuance of 44,000,000 shares of common
stock................................... 440 923,560 -- -- -- -- 924,000
Issuance of 88,167 shares of common stock
issued under stock option plan.......... 1 535 -- -- -- -- 536
Issuance of 6,955,466 shares of common
stock issued for business
combinations............................ 69 121,736 -- -- -- -- 121,805
Conversion of class A common stock to
4,676,600 shares of common stock........ (5) 5 -- -- -- -- --
Conversion of class A series II stock to
5,555,600 shares of common stock........ (6) 6 -- -- -- -- --
As-if pooling of Wire Harness Business.... -- (210,798) -- -- -- -- (210,798)
Net distribution to stockholders of
European PCB Group...................... -- 51 -- -- -- 11,127 11,178
Issuance of Notes Due from Affiliates..... -- -- (124,532) -- -- -- (124,532)
Stock issuance costs, net of tax benefit
of $0................................... -- (58,457) -- -- -- -- (58,457)
Paid-in-kind dividends of 125,453 shares
of Series B
Preferred Stock......................... -- (4,828) -- -- -- -- (4,828)
Non-cash compensation expense charges..... -- 119,379 -- -- -- -- 119,379
------ ---------- --------- ----------- ----- -------- ---------
BALANCE AT DECEMBER 31, 2000.............. 1,393 1,555,269 (124,532) (1,314,938) (122) (27,239) 89,831
Comprehensive loss:
Net loss................................ -- -- -- (587,019) -- -- (587,019)
Foreign currency translation
adjustments........................... -- -- -- -- -- (15,640) (15,640)
---------
Total comprehensive loss.................. (602,659)
---------
Paid-in-kind dividends of 135,794 shares
of Series B Preferred Stock............. -- (5,511) -- -- -- -- (5,511)
Issuance of Senior Unsecured Notes and
related Stock Purchase Warrants......... -- 29,964 -- -- -- -- 29,964
Paid-in-kind notes for interest on notes
due from affiliates..................... -- -- (3,079) -- -- -- (3,079)
Write-off of notes due from affiliates.... -- -- 127,611 -- -- -- 127,611
Issuance of 70,821 shares of common stock
issued under stock option plan.......... 1 148 -- -- -- -- 149
Issuance of 2,186,155 shares of common
stock issued for business
combinations............................ 22 1,736 -- -- -- -- 1,758
------ ---------- --------- ----------- ----- -------- ---------
BALANCE AT DECEMBER 31, 2001.............. $1,416 $1,581,606 $ -- $(1,901,957) $(122) $(42,879) $(361,936)
====== ========== ========= =========== ===== ======== =========
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
30

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
---------------------------------
1999 2000 2001
--------- --------- ---------
(IN THOUSANDS)

Cash flows from operating activities:
Net loss.................................................. $(720,295) $(135,984) $(587,019)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Write-off of acquired in-process research and
development.......................................... 17,600 -- --
Impairment of assets................................... 468,389 -- 221,600
Write-off of amounts due from affiliates............... -- -- 144,099
Write-off of inventory................................. -- -- 49,333
Loss on disposal of plant, property and equipment...... 18,762 -- --
Cumulative effect of a change in accounting
principle -- write-off of start-up costs............. 25,177 -- --
Extraordinary item -- loss on early extinguishment of
debt................................................. -- 31,196 --
Non-cash compensation expense charge................... 110,070 104,351 --
Depreciation and amortization.......................... 182,143 144,866 126,292
Amortization of deferred financing costs............... 6,619 4,296 4,013
Non-cash interest income............................... -- -- (3,079)
Paid-in-kind interest on Senior Unsecured Notes........ -- -- 9,491
Joint venture (income) loss............................ -- (3,209) 66
Deferred taxes......................................... (35,734) 745 785
Change in assets and liabilities, net of acquisitions:
Accounts receivable.................................. (15,023) (123,299) 141,990
Inventories.......................................... (16,837) (60,479) 98,386
Prepaid expenses and other........................... (273) 11,407 31,733
Accounts payable and accrued and other liabilities... (5,136) 58,021 (187,562)
Income taxes payable................................. 7,702 (735) (2,208)
--------- --------- ---------
Net cash provided by operating activities......... 43,164 31,176 47,920
--------- --------- ---------
Cash flows from investing activities:
Acquisitions, net of cash acquired $5,022 for 1999, $8,035
for 2000 and $0 for 2001............................... (314,187) (360,313) (10,564)
Capital expenditures...................................... (138,003) (136,882) (78,790)
--------- --------- ---------
Net cash used in investing activities............. (452,190) (497,195) (89,354)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term obligations under
credit facilities...................................... 291,000 150,000 289,250
Net borrowings (payments) on revolvers.................... 65,943 (125,501) (43,200)
Repayment of amounts due under credit facilities.......... (26,125) (446,750) (1,000)
Repayment of amounts due under the Chips Loan Notes....... -- -- (285,312)
Chips Term Loans -- Cash collateral....................... (95,295) 99,988 --
Borrowings under the Senior Unsecured Notes............... -- -- 100,000
Repayment of other long-term and capital lease
obligations............................................ (5,509) (19,056) (22,102)
Cash distribution to stockholders of European PCB Group... -- (16,213) --
Net distribution prior to as-if pooling................... (232) -- --
Equity proceeds........................................... 198,455 865,543 --
Proceeds from exercise of stock options................... -- 536 149
Repurchase of common stock................................ (162) -- --
Financing fees and other.................................. (7,892) (18,527) (6,682)
--------- --------- ---------
Net cash provided by financing activities......... 420,183 490,020 31,103
--------- --------- ---------
Effect of exchange rate changes on cash and cash
equivalents............................................... 2,347 (1,164) (1,143)
--------- --------- ---------
Net change in cash and cash equivalents..................... 13,504 22,837 (11,474)
Cash and cash equivalents at beginning of year.............. 9,335 22,839 45,676
--------- --------- ---------
Cash and cash equivalents at end of year.................... $ 22,839 $ 45,676 $ 34,202
========= ========= =========
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
31

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

1. BASIS OF PRESENTATION AND ACQUISITIONS

Viasystems Group, Inc., a Delaware corporation ("Group"), was formed on
August 28, 1996. Group is a holding company whose only significant asset is the
stock of its wholly owned subsidiary, Viasystems, Inc. ("Viasystems"). Group
relies on distributions from Viasystems for cash. Moreover, the Credit
Agreement, the indentures governing Viasystems' senior subordinated notes and
the Series B Preferred Stock each contain restrictions on Group's ability to pay
dividends and/or receive distributions from Viasystems. Group, together with
Viasystems and its subsidiaries, is herein referred to as the "Company." The
Company makes strategic acquisitions of electronics manufacturing services
("EMS") and integrates those acquisitions as a global enterprise that is the
preferred provider of EMS solutions to original equipment manufacturers of
electronic products. See 2000 Acquisitions regarding restatement of financial
statements for "as-if pooling" related to the acquisition of Wirekraft
Industries, Inc.

RECENT EVENTS

TRANSFER TO STOCKHOLDERS

On March 29, 2000, Group sold to European PCB Group (Cayman Islands), Ltd.
("European PCB Group"), a company owned by certain of Group's pre-IPO
stockholders, all the capital stock of certain businesses in Europe. As a result
and at such time, European PCB Group consisted primarily of the operations
formerly conducted by Forward Group Plc, Zincocelere S.p.A. ("Zincocelere"),
Interconnection Systems (Holdings) Limited ("ISL") and the PCB production
facility of Ericsson Telecom AB. In consideration for the sale, European PCB
Group delivered subordinated notes ("PCB Group Notes") payable to the Company
for $124,532 in the aggregate, which have been classified as a component of
stockholders' equity. The PCB Group Notes each have a 10-year term and bear
interest at a rate of 9% per annum, payable in kind by the issuance of
additional notes.

During the quarter ended September 30, 2001, European PCB Group disposed of
the operations formerly conducted by Forward Group Plc and the PCB production
facility of Ericsson Telecom AB. In addition, in September 2001, an
administrative receiver has been appointed in respect of European PCB Group's
ISL business. As a result, the business formerly conducted by Zincocelere S.p.A.
is the only material asset remaining within European PCB Group. Accordingly, the
Company compared the carrying amount of all current amounts due from European
PCB Group, including the PCB Group Notes to their undiscounted expected future
cash flows. The Company concluded that amounts due from European PCB Group have
been impaired. As a result, the Company recorded a charge for the quarter ended
September 30, 2001, totaling $144,099 to reflect the write-off of such amounts.
This charge consisted of $127,611 related to the PCB Group Notes and $16,488
related to trade receivables.

In addition, the Company guaranteed approximately 12 million British Pounds
(approximately $18.0 million) of an obligation with the Department of Trade and
Industry (the "DTI") of the United Kingdom in respect of a grant provided to
ISL. The grant is also secured by land and a building in North Tyneside owned by
ISL which has an appraised value in excess of the grant obligation. Throughout
the year, the Company has been engaged in discussions with the DTI regarding the
guarantee and the grant. On January 31, 2002, the Company and European PCB Group
entered into a settlement agreement with the DTI. Under the settlement
agreement, the Company and European PCB Group jointly and severally agreed to
pay 12.0 million British Pounds (approximately $18.0 million) in 9 installments
beginning January 31, 2002 and ending on
32

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 2003. The first installment totaled 2.0 million British Pounds
(approximately $3.0 million) and was paid on January 31, 2002 by European PCB
Group with the remaining installments due periodically through December 31,
2003. The Company believes that European PCB Group has the ability and will
continue to make the scheduled payments due under the settlement agreement.
Furthermore, the Company believes that proceeds from the sale of the land and
building in North Tyneside will be sufficient to satisfy all or substantially
all amounts paid pursuant to the settlement agreement. European PCB Group has
agreed to indemnify the Company in the event the Company is required to make any
such payments.

In addition, the Company has $9.8 million of letters of credit issued with
respect to certain indebtedness of Zincocelere. The remaining obligation due by
Zincocelere under the indebtedness totals approximately 7.2 million Euros
(approximately $6.3 million). Historically, Zincocelere has made the scheduled
payments under the indebtedness and the Company believes Zincocelere will
continue to operate and make all future payments required under the
indebtedness.

1999 ACQUISITIONS

In August 1999, the Company acquired the printed circuit board ("PCB")
manufacturing division ("Kalex") of Termbray Industries International (Holdings)
Limited, a manufacturer of rigid PCBs located in the People's Republic of China,
for a net cash purchase price of approximately $301,000 plus acquisition costs
of approximately $8,500 (the "Kalex Acquisition"). Accordingly, the results of
operations of Kalex since acquisition are included in the results of operations
of the Company.

The Kalex Acquisition has been accounted for using the purchase method of
accounting whereby the total purchase price has been allocated to the assets and
liabilities based on their estimated respective fair values. The Company has
allocated a portion of the purchase price to intangible assets, including in
process R&D using a discount rate of 25.0%. The portion of the purchase price
allocated to in-process R&D projects that did not have future alternative use
totaled $17,600 and was charged to expense as of the acquisition date. The other
acquired intangibles include developed technologies, assembled workforce and
customer list. These intangibles are being amortized over their estimated useful
lives of 1-15 years. The remaining unidentified intangible asset has been
allocated to goodwill and is being amortized over its estimated useful life of
20 years (see Note 2).

Kalex's in-process R&D value was comprised of three primary projects
consisting of developing Rambus technology, increasing board layer count and
developing ball grid array substrates capability, which were scheduled to reach
completion beginning in 1999. At the acquisition date, research and development
projects ranged from 65% to 80% complete and total continuing research and
development commitments to complete the projects are expected to be
approximately $2,400. As of December 31, 2001, two of the projects were
completed and the other continues to be evaluated. These projects will require
maintenance research and development after they have reached a state of
technological and commercial feasibility. In addition to usage of the companies'
internal cash flows, the Company will likely provide a substantial amount of
funding to complete the programs. Remaining development efforts for the
in-process research and development programs are complex and include the
development of next-generation technological solutions.

The Kalex Acquisition was funded with: (a) an additional equity
contribution of $200,000 and (b) a portion of a $291,000 term loan borrowing
under a former credit facility.

Kalex's manufacturing facilities are located in the People's Republic of
China. Manufacturing in the People's Republic of China entails political and
economic risks, including political instability, expropriation and currency
controls and fluctuations.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Included below is unaudited pro forma financial data setting forth
condensed results of operations of the Company for the year ended December 31,
1998 and 1999, as though the Kalex Acquisition and the related financing and
equity contribution had occurred at January 1, 1998.

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------
1998 1999
---------- ----------
(UNAUDITED)

Net sales................................................... $1,375,425 $1,385,586
Net loss.................................................... (91,456) (726,244)
</Table>

In April 1999, the Company acquired all of the outstanding shares of PAGG
Corporation ("PAGG") located in Milford, Massachusetts, for a cash purchase
price of approximately $9,300 plus the issuance of 273,223 shares of the
Company's $0.01 per share common stock valued at $2,000 and the issuance of
136,645 warrants to purchase common stock with an exercise price of $10.50
expiring in 2004. PAGG operates multiple surface mount production lines for
printed circuit board and backplane assembly and has full box build
capabilities. The acquisition was accounted for as a purchase and, accordingly,
the results of operations of PAGG since acquisition are included in the results
of operations of the Company.

2000 ACQUISITIONS

In March 2000, the Company acquired all of the outstanding shares of
Wirekraft Industries, Inc. (the "Wire Harness Business"), a wholly owned
subsidiary of International Wire Group, Inc., an affiliate of Hicks, Muse, Tate
& Furst Incorporated (Hicks, Muse, Tate and Furst Incorporated, its affiliates,
and/or its partners collectively or individually "HMTF") (the "Wire Harness
Acquisition") for a cash purchase price of $210,798. The Wire Harness Business
manufactures and assembles wire harness products. The Wire Harness Acquisition
occurred immediately prior to Group's initial public offering. The Company and
International Wire Group, Inc. are considered entities under common control.
Accordingly, the acquisition has been accounted for on an "as-if pooling basis,"
with the excess purchase price over book value acquired accounted for as a
distribution to the Company's stockholders. Additionally, as the acquisition has
been accounted for on an "as-if pooling basis," the Company's consolidated
financial statements have been restated to reflect the acquisition as if it
occurred at the beginning of the first period presented. A reconciliation of the
results of the Company before the as if pooling of the Wire Harness Business
results for the years ended December 31, 1999, and 2000 to the results in this
Form 10-K is as follows:

<Table>
<Caption>
1999 2000
---------- ----------

Net sales:
Before as-if pooling...................................... $1,102,324 $1,555,129
Wire Harness Business..................................... 191,046 49,856
---------- ----------
$1,293,370 $1,604,985
========== ==========
Net income (loss):
Before as-if pooling...................................... $ (726,342) $ (139,914)
Wire Harness Business..................................... 6,047 3,930
---------- ----------
$ (720,295) $ (135,984)
========== ==========
</Table>

In March 2000, the Company acquired Marconi Communications Inc.'s Network
Components & Services' European and China operations ("NC&S"), for a cash
purchase price of approximately $112,450, plus assumed liabilities of
approximately $5,145 (the "NC&S Acquisition"). NC&S is a business engaged in
electronic manufacturing services, primarily to telecommunication customers. The
results of operations of NC&S since its acquisition are included in the results
of operations of the Company. The NC&S Acquisition

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

has been accounted for using the purchase method of accounting whereby the total
purchase price has been preliminarily allocated to the assets and liabilities
based on their estimated respective fair values. The excess purchase price over
fair values has been allocated to goodwill and is being amortized over its
estimated useful life of 20 years (see Note 2).

In June 2000, the Company acquired Top Line Electronics Corporation ("Top
Line") by issuing 2,681,835 shares of Group's common stock (the "Top Line
Acquisition"). This was subject to the issuance of an additional 1,650,319
shares made during 2001 based on the price of Group's common stock for the
months of January and February 2001. Top Line, located in San Jose, California,
offers design and prototype services, PCB assembly, and full system assembly and
testing. The acquisition was accounted for using the purchase method of
accounting and, accordingly, the results of operations of Top Line since
acquisition are included in the results of operations of the Company. The excess
purchase price over fair values has been allocated to goodwill and is being
amortized over its estimated useful life of 20 years (see Note 2).

In September 2000, the Company acquired Lucent Technologies' Rouen Global
Provisioning Center ("Rouen") by making cash payments and accepting a
non-interest bearing note from the seller (the "Rouen Acquisition").
Accordingly, the results of operations of Rouen since acquisition are included
in the results of operations of the Company. Rouen, located in Rouen, France,
manufactures network transmission and radio frequency equipment. The Rouen
Acquisition has been accounted for using the purchase method of accounting,
whereby the total purchase price has been allocated to the assets and
liabilities based on their respective fair values. The Company has allocated a
portion of the purchase price to a technology agreement, which is being
amortized over its estimated useful life. The remaining unidentified intangible
asset has been allocated to goodwill and is being amortized over its estimated
useful life of 20 years (see Note 2).

In November 2000, the Company acquired Laughlin-Wilt Group, Inc.
("Laughlin-Wilt"), by issuing 3,297,481 shares of Group's common stock (the
"Laughlin-Wilt Acquisition"), a cash payment and acquiring debt. Laughlin-Wilt,
located in Beaverton, Oregon and Orange County, California, offers design and
prototype services for printed circuit boards, printed circuit board assembly,
and full system assembly and testing. The acquisition was accounted for using
the purchase method of accounting and, accordingly, the results of operations of
Laughlin-Wilt since acquisition are included in the results of operations of the
Company. The excess purchase price over fair values has been allocated to
goodwill and is being amortized over its estimated useful life of 20 years (see
Note 2).

On December 22, 2000, the Company acquired Accutec ("Accutec") by issuing
976,150 shares of Group's common stock (the "Accutec Acquisition") and acquiring
debt. Accutec, located in Milwaukee, Wisconsin, offers fabrication of custom
metal enclosures. The acquisition was accounted for using the purchase method of
accounting and, accordingly, the balance sheet of Accutec is included in the
Company's consolidated balance sheet. Accutec's results of operations will be
included in the first quarter 2001 results of the Company. The excess purchase
price over fair values has been allocated to goodwill and is being amortized
over its estimated useful life of 20 years.

The Top Line, Rouen, Laughlin-Wilt and Accutec acquisitions were completed
by issuing an aggregate of 6,955,466 shares of Group's common stock; making cash
payments at closing totaling approximately $45,100; making cash payments in the
future of approximately $8,800; receiving a non-interest bearing note from the
seller for approximately $11,300 and acquiring debt of approximately $31,000.
The common stock value was determined by using a stock price calculated by
averaging the daily stock price for a few days before and after the measurement
date. The aggregate value of the common stock was approximately $116,514. In
connection with certain acquisitions, and in accordance with the contract terms,
outstanding stock options held by employees of acquired companies became vested
and converted to options for Group's common stock on the acquisition date. As
these acquisitions were accounted for as purchases, the fair value of these
options was included in the purchase price.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Included below is unaudited pro forma financial data setting forth
condensed results of operations of the Company for the years ended December 31,
1999 and 2000, as though the acquisitions of NC&S, Top Line, Rouen,
Laughlin-Wilt and Accutec had occurred at January 1, 1999 and the transfer of
the operations formerly conducted by Forward Group, PLC ("Forward"),
Interconnection Systems (Holdings) Limited ("ISL"), Zincocelere S.p.A.
("Zincocelere") and the PCB production facility of Ericsson Telecom AB located
in Sweden (the "Ericsson Facility") (see Note 23) had occurred at January 1,
1999.

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------
1999 2000
---------- ----------
(UNAUDITED)

Net sales................................................... $1,319,134 $1,782,402
Net loss before extraordinary item and cumulative effect of
a change in accounting principle.......................... (142,516) (84,478)
Net loss.................................................... (146,096) (115,674)
Basic net loss per share.................................... $ (2.11) $ (.97)
Diluted net loss per share.................................. $ (2.24) $ (.98)
</Table>

2001 ACQUISITIONS

In April 2001, the Company acquired certain manufacturing assets of
Metawave Communications Corporation ("Metawave") for a cash purchase price of
approximately $7,964 (the "Metawave Acquisition"). Pursuant to a manufacturing
agreement, the Company will use the acquired assets to manufacture smart
antennas for the wireless communication industry that are marketed and sold by
Metawave.

In April 2001, the Company acquired Chang Yuen, a manufacturer of custom
metal enclosures, located in the People's Republic of China, for a cash purchase
price of $2,600 and by issuing an aggregate 535,905 shares of Group's common
stock valued at $1,758.

Each of the acquisitions completed during 2001 was accounting for using the
purchase method of accounting and, accordingly, the results of operations
related to the acquisitions are included in the results of operations of the
Company subsequent to the closing date of each acquisition, respectively. The
excess purchase price over the fair values of assets acquired in 2001 has been
allocated to goodwill and is being amortized over its estimated useful life of
20 years.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

The Company is a leading provider of electronic manufacturing services,
with facilities located in the United States, Canada, Mexico, the United
Kingdom, France, the Netherlands, Italy and China. The Company's customers
include a diverse base of manufacturers in the telecommunications and
networking, computer, consumer and automotive industries primarily located
throughout North America, China and Europe.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Company. All significant intercompany balances and transactions have been
eliminated in consolidation.

FOREIGN CURRENCY TRANSLATION

Local currencies have been designated as the functional currency for most
subsidiaries. Accordingly, assets and liabilities of most foreign subsidiaries
are translated at the rates of exchange in effect at the balance

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

sheet date. Income and expense items of these subsidiaries are translated at
average monthly rates of exchange. The resultant translation gains and losses
are reported in other comprehensive income. Exchange gains and losses arising
from transactions denominated in a currency other than the functional currency
of the entity involved are included in income. To date, the effect of such
amounts on net income has not been material.

DERIVATIVE FINANCIAL INSTRUMENTS

From time to time, the Company enters into foreign exchange forward
contracts to minimize the short-term impact of foreign currency fluctuations.
Such transactions are not material and gains and losses from such activities are
not significant. However, there can be no assurance that these activities will
eliminate or reduce foreign currency risk.

INVENTORIES

Inventories are stated at the lower of cost (valued using the first-in,
first-out (FIFO) or last-in, first-out (LIFO) method) or market. Cost includes
raw materials, labor and manufacturing overhead. Had the first-in, first-out
method been used to determine purchased inventory cost, inventories would have
decreased by approximately $2,512 and $3,626 at December 31, 2000 and 2001,
respectively. For the years ended December 31, 2000 and 2001, the percentage of
inventory valued at LIFO was 10% and 23%, respectively.

PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment are recorded at cost. Repairs and
maintenance which do not extend the useful life of an asset are charged to
expense as incurred. The useful lives of leasehold improvements are the lesser
of the remaining lease term or the useful life of the improvement. When assets
are retired or otherwise disposed of, their costs and related accumulated
depreciation are removed from the accounts and any resulting gains or losses are
included in the operations for the period. Depreciation is computed using the
straight-line method over the estimated useful lives of the related assets as
follows:

<Table>

Building.................................................... 39-50 years
Leasehold improvements...................................... 10-12 years
Machinery, equipment, systems and other..................... 3-10 years
</Table>

DEFERRED FINANCING COSTS

Deferred financing costs, consisting of fees and other expenses associated
with debt financing, are amortized over the term of the related debt using the
straight-line method, which approximates the effective interest method.

INCOME TAXES

The Company accounts for certain items of income and expense in different
periods for financial reporting and income tax purposes. Provisions for deferred
income taxes are made in recognition of such temporary differences, where
applicable. A valuation allowance is established against deferred tax assets
unless the Company believes it is more likely than not that the benefit will be
realized.

START-UP COSTS

Start-up costs consist of salaries, personnel training cost and other
expenses of opening new facilities and are expensed as incurred.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INTANGIBLE ASSETS

Intangible assets consist primarily of identifiable intangibles acquired
and goodwill arising from the excess of cost over the fair value of net assets
acquired. Amortization of intangible assets is computed using systematic methods
over the estimated useful lives of the related assets as follows:

<Table>
<Caption>
LIFE METHOD
---- ------

Developed technologies.......................... 15 years Double-declining balance
Assembled workforce............................. 1 year Straight-line
Customer list................................... 3 years Straight-line
Goodwill........................................ 20-40 years Straight-line
</Table>

IMPAIRMENT OF LONG-LIVED ASSETS

The Company assesses the recoverability of its long-lived assets (including
intangible assets) based on their current and anticipated future undiscounted
cash flows. In addition, the Company's policy for the recognition and
measurement of any impairment of long-lived assets is to assess the current and
anticipated future cash flows associated with the impaired asset. An impairment
occurs when the cash flows (excluding interest) do not exceed the carrying
amount of the asset. The amount of the impairment loss is the difference between
the carrying amount of the asset and its estimated fair value.

REVENUE RECOGNITION

Sales and related costs of good sold are included in income when goods are
shipped to the customer in accordance with the delivery terms, except in the
case of vendor managed inventory arrangements, whereby sales and the related
costs of goods sold are included in income when goods are taken into production
by the customer.

ENVIRONMENTAL COSTS

Accruals for environmental matters are recorded in operating expenses when
it is probable that a liability has been incurred and the amount of the
liability can be reasonably estimated. Accrued liabilities do not include claims
against third parties and are not discounted. Costs related to environmental
remediation are charged to expense. Other environmental costs are also charged
to expense unless they increase the value of the property and/or mitigate or
prevent contamination from future operations, in which event they are
capitalized.

CASH AND CASH EQUIVALENTS

The Company considers investments purchased with an original maturity of
three months or less to be cash equivalents.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair market value of the Senior Subordinated Notes due 2007 and the
Series B Senior Subordinated Notes due 2007 was $120,000 and $30,000,
respectively, at December 31, 2001 and was $319,000 and $79,750, respectively,
at December 31, 2000. The Company has estimated this fair value data by using
current market data. The fair market values of the other financial instruments
included in the consolidated financial statements approximate the carrying
values of those instruments.

NEW ACCOUNTING PRONOUNCEMENTS

SFAS 141 supercedes Accounting Principles Board Opinion No. 16, "Business
Combinations". The most significant changes made by SFAS 141 are: (1) requiring
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001, (2) establishing specific criteria for the
recognition of intangible assets separately from goodwill, and (3) requiring
unallocated negative goodwill to be written off immediately as an extraordinary
gain (instead of being deferred and amortized). The Company is currently
assessing the impact of SFAS 141 on its results of operations and financial
condition.

SFAS 142 supercedes Accounting Principles Board Opinion No. 17, "Intangible
Assets". SFAS 142 primarily addresses the accounting for goodwill and intangible
assets subsequent to their acquisition (i.e., the post-acquisition accounting).
The provisions of SFAS 142 will be effective for fiscal years beginning after
December 15, 2001. The most significant changes made by SFAS 142 are: (1)
goodwill and indefinite lived intangible assets will no longer be amortized, (2)
goodwill will be tested for impairment at least annually at the reporting unit
level, (3) intangible assets deemed to have an indefinite life will be tested
for impairment at least annually, and (4) the amortization period of intangible
assets with finite lives will no longer be limited to forty years. Upon
implementation of SFAS 142, amortization expense for fiscal year 2002 is
expected to decrease approximately $16,600 compared to fiscal year 2001, as a
result of no longer amortizing goodwill. The Company currently does not expect
to record an impairment charge upon completion of the initial impairment review.
However, there can be no assurance that at the time the review is completed a
material impairment charge will not be recorded.

In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-lived
Assets". SFAS 144 supercedes Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-lived Assets and Assets to be
Disposed of" and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
144 also amends Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," to eliminate the exception to consolidation for a subsidiary for
which control is likely to be temporary. The provision of SFAS 144 will be
effective for fiscal years beginning after December 15, 2001. The most
significant changes made by SFAS 144 are: (1) removes goodwill from its scope
and, therefore, eliminates the requirements of SFAS 121 to allocate goodwill to
long-lived assets to be tested for impairment, and (2) describes a
probability-weighted cash flow estimation approach to deal with situations in
which alternative course of action to recover the carrying amount of a
long-lived assets are under consideration or a range is estimated for the amount
of possible future cash flows. The Company currently does not expect the
implementation of SFAS 144 to have a material impact on its results of
operations and financial condition. However, there can be no assurance that at
the time the review is completed a material impairment charge will not be
recorded.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RECLASSIFICATIONS

Certain amounts in the consolidated financial statements for 1999 and 2000
have been reclassified to conform to the current year presentation. These
reclassifications have no effect on total stockholders' equity (deficit) or net
loss as previously reported.

3. RESTRUCTURING AND IMPAIRMENT CHARGES

During the year ended December 31, 2001, the Company recorded a series of
restructuring charges totaling $59,774. These charges were taken in light of the
economic downturn primarily related to the Company's large telecommunication and
networking customers. During 2001, the Company began evaluating its cost
position compared to anticipated levels of business for 2001 and beyond and
determined that plant shutdowns, plant consolidations and downsizing were
required to reduce costs to more appropriate levels in line with current and
expected customer demand. A summary of the 2001 restructuring activity (the
"Restructuring") by quarter is as follows:

During the quarter ended March 31, 2001, the Company recorded a
restructuring charge of $12,007 primarily related to the phase one workforce
reductions in its Richmond, Virginia PCB fabrication facility as well as small
workforce reductions at certain other North American operations. The workforce
reductions impacted a total of 2,507 employees, of which 1,915 were regular,
union employees, 547 were regular, non-union employees and 45 were
temporary/contract employees. All of these employees were terminated by December
31, 2001.

During the quarter ended June 30, 2001, the Company recorded a
restructuring charge of $30,481, primarily related to the closure of its
Richmond, Virginia and San German, Puerto Rico PCB fabrication facilities, as
well as small workforce reductions at certain other North American and European
operations. The facility closures and workforce reductions impacted a total of
1,613 employees, of which 1,228 were regular, union employees, 373 were regular,
non-union employees and 12 were temporary/contract employees. All of these
employees were terminated by December 31, 2001.

During the quarter ended September 30, 2001, the Company recorded a
restructuring charge of $16,231, primarily related to the consolidation of its
two San Jose, California PCB assembly operations as well as headcount reductions
at its corporate offices. The consolidation and workforce reductions impacted a
total of 471 employees, of which 150 were regular, union employees, 315 were
regular, non-union employees and 6 were temporary/contract employees. All of
these employees were terminated by December 31, 2001.

During the quarter ended December 31, 2001, the Company recorded a
restructuring charge of $7,061, primarily related to workforce reductions at its
European PCB fabrication facility as well as small workforce reductions at other
European facilities. The workforce reductions impacted a total of 455 employees,
all of which were regular, non-union employees. All of these employees were
terminated by December 31, 2001.

Additionally, during the quarter ended December 31, 2001, the Company
reversed $6,006 of restructuring charges previously recorded. This reversal
primarily related to a change in the Company's plan related to the consolidation
of its two San Jose, California PCB assembly operations. Initially, the plan
included consolidating the leased operation into the owned operation, resulting
in a restructuring charge related to the contractual obligation on the leased
facility. Subsequently, the Company amended its plan and made the decision to
consolidate the owned operations into the leased operations resulting in a
reversal to the restructuring charge related to the lease commitment.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2001 ASSET IMPAIRMENTS

Assets Held for Use

The Company has assessed the carrying value of long-lived assets, including
goodwill and other acquired intangibles in accordance with Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("FAS 121").
Based on current business enterprise values using common appraisal methods, the
assessment identified impairment of long-lived assets acquired pursuant to the
Top Line, Laughlin-Wilt and NC&S acquisitions. The calculated business
enterprise values determined were compared to the net book values of the related
long-lived assets with the excess of net book value over the business enterprise
value representing the amount of the impairment loss. The impairment loss for
each group of assets totaling $133,252 was first charged against goodwill
($129,109) with the remaining amounts being charged to property, plant and
equipment ($4,143). The impairment resulted from the economic downturn
experienced during 2001, primarily related to the Company's telecommunication
and networking customers. Through the third fiscal quarter of 2001, it was
expected that the economic downturn impacting these assets was a short-term
inventory correction. However, in the fourth quarter it became clear to
management that the downturn impacting these assets was much more severe and of
a long-term nature resulting in a significant decline in profitability that is
not expected to return in the near term.

Assets Held for Disposal

In connection with the Restructuring, the Company also recorded impairment
charges totaling $82,707 to write-down to fair value certain land and buildings
as well as machinery and equipment, office equipment and systems that were made
obsolete or redundant due to the closure and consolidation of facilities
pursuant to the Restructuring. Included in the impairment charge were the
following amounts: a write-down of land, buildings and leasehold improvements
totaling $25,403, related to the Company's Richmond, Virginia and San German,
Puerto Rico PCB fabrication facilities that were closed; a write-down of
machinery and equipment totaling $14,880, a write-down of office equipment
totaling $37,688, and a write-down of systems and construction in progress
totaling $4,736, each primarily related to obsolete or redundant assets at the
Company's Richmond, Virginia and San German, Puerto Rico PCB fabrication
facilities that were closed as well as certain other North American and European
operations that were consolidated.

At December 31, 2001, $17,683 of the assets held for disposal had been sold
or otherwise disposed, leaving $16,286 remaining on the books, of which $13,000
consists of the land and building related to the Company's Richmond, Virginia
PCB fabrication facility. The Company is actively marketing the land and
building for sale and expects to complete the disposal of these assets during
2002. The remaining $3,286 of net book value of assets held for disposal on the
books at December 31, 2001 consists primarily of machinery and equipment and
office equipment related to redundant or obsolete assets at our Richmond,
Virginia and San German, Puerto Rico PCB fabrication facilities and are expected
to be disposed of during the next 18-24 months.

Additionally, the Company is holding for disposal certain property related
to one of its San Jose, California facilities. As of December 31, 2001, this
property had a net book value of approximately $5,833. The Company is actively
marketing this property for sale and expects to complete the disposal of these
assets during 2002.

1999 ASSET IMPAIRMENTS

The Company has assessed the carrying value of long-lived assets, including
goodwill and other acquired intangibles, in accordance with FAS 121. Based on
current business enterprise values using common appraisal methods, the
assessment identified impairment of long-lived assets acquired from the Forward,
ISL and

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Zincocelere acquisitions. The calculated business enterprise values determined
were compared to the net book value of the related long-lived assets with the
difference representing the amount of the impairment loss. The impairment loss
for each group of assets was first charged against goodwill with any remaining
amounts being charged to the other acquired intangibles and property, plant and
equipment, if necessary. The impairment resulted due to significant changes in
the markets served by the acquisitions that were not anticipated at the time of
each acquisition, most significantly a significant decline in market pricing.
The decline in market pricing was due to the convergence of two factors:
significant currency fluctuations and the emergence of significant offshore
competition from Asia Pacific. While the primary currency for the acquisitions
is the U.K. pound sterling, their competitors were in Continental Europe and
beginning to emerge from Asia Pacific. The currencies for most of the
Continental European and Asia Pacific countries declined significantly against
the U.K. pound sterling, which resulted in an improved relative cost position
for the competitors and reduced market pricing. This decline in market pricing
resulted in a significant decline in profitability that is not expected to
return in the near term.

In the fourth quarter of fiscal year 1999, the Company recorded a non-cash
impairment loss of $468,389 related to the write down of $206,335 related to
goodwill, $65,877 related to developed technologies, $847 related to customer
lists and $195,330 related to machinery and equipment used in the production of
printed circuit boards of the three groups of assets.

Below is a table summarizing restructuring and impairment activity for the
year ended December 31, 2001:
<Table>
<Caption>
CUMULATIVE
THREE MONTHS ENDED DRAWDOWNS
--------------------------------------------------------- -------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, CASH NON-CASH
2001 2001 2001 2001 REVERSALS TOTAL PAYMENTS CHARGES
------------ ----------- ------------- ------------ --------- -------- -------- --------

BALANCE AT
DECEMBER 31,
2001
------------

The significant components of the restructuring charge recorded for lease
and other contractual commitments totaling approximately $12,957, are as
follows: $8,532 for leased and other facility commitments; $3,182 for lease
commitments on machinery and equipment; $1,165 for waste water project
commitments; and $78 for other commitments.

Also in connection with the Restructuring, the Company wrote-off inventory
resulting in a $49,290 and $824 charge to cost of goods sold during the quarters
ended June 30, 2001 and September 30, 2001, respectively. During the quarter
ended December 31, 2001, the Company reversed inventory write-offs previously
taken totaling $781. With respect to the inventory written-off during the
quarter ended June 30, 2001, the Company has disposed of $39,136 of the
inventory and reversed the write-off and sold $1,021 of the inventory, resulting
in a remaining balance of $9,133 at December 31, 2001. The Company expects to
dispose of the remaining obsolete inventory during fiscal year 2002.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The restructuring and impairment charges were determined based on formal
plans approved by the Company's management using the best information available
to it at the time. The amounts the Company may ultimately incur may change as
the balance of the plans are executed.

The Company continues to review it operations in light of the continued
economic downturn related to its telecommunication and networking customers.
These reviews could result in additional workforce reductions. The impact these
activities could have on the Company's results of operations is not currently
known.

4. DERIVATIVE FINANCIAL INSTRUMENTS

On January 1, 2001, the Company implemented, on a prospective basis,
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and
SFAS No. 138 (collectively, the "Statement"). The Statement requires all
derivatives to be recognized in the statement of financial position at fair
value, with changes in the fair value of derivative instruments to be recorded
in current earnings or deferred in accumulated other comprehensive loss,
depending on whether a derivative is designated as and is effective as a hedge
and on the type of hedging transaction.

The Company uses derivative instruments, primarily foreign exchange forward
contracts, to manage certain of its foreign exchange rate risks. The Company's
objective is to limit potential losses in earnings or cash flows from adverse
foreign currency exchange rate movements. The Company's foreign currency
exposures arise from transactions denominated in a currency other than an
entity's functional currency, primarily anticipated sales of finished product
and the settlement of payables.

Generally, the Company applies hedge accounting as allowed by the
Statement. At December 31, 2001, the Company only had derivatives which
qualified as foreign currency cash flow hedges. For hedged forecasted
transactions, hedge accounting is discontinued if the forecasted transaction is
no longer intended to occur, and any previously deferred hedging gains or losses
would be recorded to earnings immediately. Earnings impacts for all designated
hedges are recorded in the condensed consolidated statement of operations
generally on the same line item as the gain or loss on the item being hedged.
The Company records all derivatives at fair value as assets or liabilities in
the condensed consolidated balance sheet, with classification as current or
long-term depending on the duration of the instrument.

The Company had no transition adjustment as a result of adopting SFAS 133
on January 1, 2001, as the Company's derivative instruments were entered into
during the first quarter 2001 or at year-end 2000. At December 31, 2001, the net
deferred hedging gain in accumulated other comprehensive loss was $0 as the
contracts entered into during 2001 had already expired. This entire gain
resulting from these contracts totaling $3,135 was recognized in earnings during
the year ended December 31, 2001, at the time the underlying hedged transactions
were realized. There was no hedge ineffectiveness during the year ended December
31, 2001.

5. SUPPLEMENTAL CASH FLOW DISCLOSURE

Cash paid for interest for the years ended December 31, 1999, 2000 and
2001, was $110,185, $106,676 and $94,270 respectively. For the years ended
December 31, 1999 and 2000 net cash received from income tax refunds was $1,591
and $2,933. For the year ended December 31, 2001, net cash paid for income taxes
was $1,423.

In 1999, 2000 and 2001 some acquisitions were purchased or partially
purchased by issuing 273,223, 6,955,466 and 2,186,155 shares, respectively of
Group's common stock (see Note 1).

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. INVENTORIES

The composition of inventories at December 31 is as follows:

<Table>
<Caption>
2000 2001
-------- --------

Raw materials............................................... $126,091 $ 56,815
Work in process............................................. 61,879 27,085
Finished goods.............................................. 68,003 29,689
-------- --------
Total............................................. $255,973 $113,589
======== ========
</Table>

7. INTANGIBLE ASSETS

The composition of intangible assets at December 31 is as follows:

<Table>
<Caption>
2000 2001
-------- ---------

Developed technologies...................................... $ 44,925 $ 43,646
Assembled workforce......................................... 16,920 10,684
Customer list............................................... 70,466 70,240
Goodwill.................................................... 378,368 252,088
-------- ---------
510,679 376,658
Less: Accumulated amortization.............................. (91,443) (128,714)
-------- ---------
Total............................................. $419,236 $ 247,944
======== =========
</Table>

8. PROPERTY, PLANT AND EQUIPMENT

The composition of property, plant and equipment at December 31 is as
follows:

<Table>
<Caption>
2000 2001
--------- ---------

Land and buildings.......................................... $ 134,723 $ 129,018
Machinery, equipment, systems and other..................... 519,573 463,709
Construction in progress.................................... 31,076 20,175
Leasehold improvements...................................... 17,636 18,618
--------- ---------
703,008 631,520
Less: Accumulated depreciation.............................. (250,387) (277,869)
--------- ---------
Total............................................. $ 452,621 $ 353,651
========= =========
</Table>

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. ACCRUED AND OTHER LIABILITIES

The composition of accrued and other liabilities at December 31 is as
follows:

<Table>
<Caption>
2000 2001
-------- -------

Accrued payroll and related costs........................... $ 44,378 $19,712
Accrued capital expenditures................................ 8,045 9,710
Plant shutdown, downsizing and consolidation accruals....... 206 15,068
Accrued interest............................................ 13,744 10,239
Accrued and other liabilities............................... 45,827 35,773
-------- -------
Total............................................. $112,200 $90,502
======== =======
</Table>

10. LONG-TERM OBLIGATIONS

The composition of long-term obligations at December 31 is as follows:

<Table>
<Caption>
2000 2001
---------- ----------

Credit Agreement:
Term Facilities........................................... $ 149,500 $ 437,750
Revolvers................................................. 53,800 10,600
Senior Subordinated Notes Due 2007.......................... 400,000 400,000
Series B Senior Subordinated Notes Due 2007................. 100,000 100,000
Series B Senior Subordinated Notes Due 2007, Premium........ 3,466 3,041
Senior Unsecured Notes, including paid-in-kind interest of
$6,422.................................................... -- 106,422
Senior Unsecured Notes, discount............................ -- (26,895)
Chips Loan Notes............................................ 285,312 --
Capital lease obligations (see Note 11)..................... 6,499 4,228
Other....................................................... 25,740 5,773
---------- ----------
1,024,317 1,040,919
Less current maturities........................... (23,882) (3,215)
---------- ----------
$1,000,435 $1,037,704
========== ==========
</Table>

The schedule of principal payments for long-term obligations at December
31, 2001, is as follows:

<Table>

2002........................................................ $ 3,215
2003........................................................ 27,477
2004........................................................ 52,447
2005........................................................ 68,515
2006........................................................ 2,299
Thereafter.................................................. 886,966
----------
$1,040,919
==========
</Table>

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CREDIT AGREEMENT

In connection with the initial public offering, Group, as guarantor, and
certain of its subsidiaries, as borrowers, entered into a new senior credit
facility (the "Credit Agreement"). The material terms of the Credit Agreement
are described below.

The Credit Agreement provides for: (a) a $150,000 term loan facility (The
"Tranche B Term Loan"), all of which was required to be drawn in a single draw
at the closing of the Credit Agreement in March 2000; (b) a $175,000 revolving
credit facility (the "Revolving Loans") of which $75,000 may be used for foreign
currency loans in Euros, Pounds Sterling or Canadian Dollars; (c) up to $40,000
of the Revolving Loan may be used for letters of credit; and (d) a U.S. $303,100
letter of credit and term loan facility in respect of the obligations due under
the loan notes made in connection with acquisition of ISL (the "Chips Loan
Notes"). The letter of credit and term loan facility consists of two tranches:
(i) a $153,100 tranche (the "Tranche A Chips Loan") and (ii) a $150,000 tranche
(the "Tranche B Chips Loan").

The Tranche A Chips Loan amortizes semi-annually over two years, commencing
September 30, 2003, the Tranche B Chips Loan amortizes semi-annually over three
and one half years, commencing September 30, 2003, and the Tranche B Term Loan
amortizes semi-annually over six and one half years, commencing September 30,
2000.

The term loans bear interest, at the Company's election, at either (a) the
Eurocurrency Rate (or Canadian, as applicable) plus (i) a percentage based on
the rates of Consolidated Total Debt to Consolidated EBITDA (as defined herein)
for the Revolving Loans and Tranche A Chips Loan (3.25% at December 31, 2001) or
(ii) 3.75% for the Tranche B Loan and the Tranche B Chips Loan; or (b) the Base
Rate plus (i) a percentage based on the rates of Consolidated Total Debt to
Consolidated EBITDA (as defined herein) for the Revolving Loans and Tranche A
Chips Loan (2.25% at December 31, 2001) or (ii) 2.75% for the Tranche B Loan and
the Tranche B Chips Loan. The Base Rate is the highest of the Chase Manhattan
Bank's Prime Rate, the secondary market rate for three-month certificates of
deposit plus 1.00% and the Federal Funds Effective Rate (as defined therein)
plus 0.5%.

At December 31, 2000 and 2001, the weighted average interest rate on
outstanding borrowings under the Company's credit facilities were 9.34% and
7.95%, respectively.

The Company pays a per annum fee equal to one-eighth of one percent plus
the applicable margin on Revolving Loans, the Tranche A Chips Loan or the
Tranche B Chips Loan, as applicable, which bear interest at the Eurocurrency
Base Rate, of the average daily face amount of outstanding letters of credit.
The Company pays a commitment fee equal to 0.5% on the undrawn portion of the
commitments in respect of the Revolving Loans.

At December 31, 2000, the Company had approximately $99,755 of available
borrowing capacity under its revolving credit facility. At December 31, 2001,
the Company had approximately $128,900 of available borrowing capacity under the
Revolving Loans.

The borrowers may optionally prepay the term loans from time to time in
whole or in part, without premium or penalty. At the Company's option, the
Revolving Loans may be prepaid, and revolving credit commitments may be
permanently reduced, in whole or in part, at any time.

The Company will be required to make mandatory prepayments of the term
loans, to cash collateralize the letter of credit term loan and to reduce the
revolving facility, in the amounts equal to (a) 50% of Excess Cash Flow (as
defined), beginning in the earlier of (i) the fiscal year in which the letter of
credit term loans exceed $270,000 and (ii) fiscal year 2002, but only if the
leverage ratio exceeds 3 1/2 to 1 at such time, and (b) 100% of the net proceeds
of dispositions by us or any of our subsidiaries of material assets or
incurrences of indebtedness by us or any of our subsidiaries.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Viasystems' obligations under the Credit Agreement are unconditionally and
irrevocably guaranteed by Group and each existing and future domestic subsidiary
of Viasystems. In addition, the Credit Agreement is secured by a perfected first
priority security interest in all of the capital stock of Viasystems and each of
its direct and indirect domestic subsidiaries and 65% of each first tier foreign
subsidiary of Viasystems and its domestic subsidiaries, all intercompany notes
owing to Viasystems or any of its domestic subsidiaries, the notes issued in
connection with the transfer of the operations formerly conducted by ISL,
Forward, Zincocelere and the Ericsson Facility and all other tangible and
intangible assets of Viasystems and each guarantor.

The Credit Agreement contains a number of covenants that, among other
things, restrict the ability of Viasystems and its subsidiaries to: (a) incur
additional indebtedness; (b) create liens on assets; (c) incur guarantee
obligations; (d) enter into mergers, consolidations or amalgamations or
liquidate, wind up or dissolve; (e) dispose of assets; (f) pay dividends, make
payment on account of, or set apart assets for, a sinking or analogous fund or
purchase, redeem, defease or retire capital stock; (g) make capital
expenditures; (h) make amendments to the Lucent supply agreement which would
have a material adverse effect on the lenders; (i) make optional repurchases of
subordinated debt or preferred stock; (j) make advances, loans, extensions of
credit, capital contributions to, or purchases of any stock, bonds, notes,
debentures or other securities; (k) engage in certain transactions with
affiliates; and (l) enter into certain sale and leaseback transactions.

The Credit Agreement also contains customary events of default including:
(a) failure to pay principal on any loan when due or any interest or other
amount that becomes due within five days after the due date thereof; (b) any
representation or warranty made or deemed made is incorrect in any material
respect on or as of the date made or deemed made; (c) the default in the
performance of negative covenants or a default in the performance of other
covenants or agreements for a period of thirty days; (d) default in other
indebtedness or guarantee obligations with a principal amount in excess of
$20,000 beyond the period of grace; (e) events of insolvency; (f) ERISA events;
and (g) other customary events of default for facilities similar to the Credit
Agreement.

On April 23, 2001, the Company executed a first amendment to the Credit
Agreement. Among other provisions, the amendment increases the interest margin
charged on borrowed funds and amends financial condition covenants.

On June 28, 2001, the Company executed a second amendment to the Credit
Agreement. Among other provisions, the amendment amends certain financial
condition covenants, reduces available borrowing capacity under the Revolving
Loans to $150,000 until such time as the Company delivers a compliance
certificate with respect to its financial statements for the fiscal quarter
ended June 30, 2003, and permits the issuance of the senior unsecured notes to
HMTF. The second amendment to the Credit Agreement became effective on July 19,
2001, in connection with the issuance of the senior unsecured notes to HMTF.

SENIOR UNSECURED NOTES

On July 19, 2001, Viasystems, Inc. issued to HMTF $100,000 of senior
unsecured notes (the "Senior Unsecured Notes") and 10.0 million warrants to
purchase shares of Group's common stock. The Senior Unsecured Notes bear
interest at 14% per annum and mature on May 1, 2007. Interest is not payable
currently, but rather will accrete semi-annually and be payable in full at
maturity of the Senior Unsecured Notes. The warrants are immediately exercisable
and have an exercise price of $.01 per share and terminate in 2011. The Company
has allocated $29,964 of the proceeds from the Senior Unsecured Notes to
paid-in-capital and $70,036 to debt, which represents the relative fair value of
the securities at the time of issuance. The resulting debt discount of $29,964
is being amortized, using the effective interest method, over the life of the
Senior Unsecured Notes. At December 31, 2001, the remaining unamortized discount
was $26,895. The

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

fair value of the warrants was determined using a Black Scholes model, assuming
expected volatility of 116%, a risk-free rate of return of 3.0% and a dividend
yield of 0%.

SENIOR SUBORDINATED NOTES AND SERIES B SENIOR SUBORDINATED NOTES

In June 1997, Viasystems completed an offering (the "1997 Offering") of
$400,000 of 9 3/4% Senior Subordinated Notes due 2007 (the "1997 Notes"). In
February 1998, Viasystems completed the offering of an additional $100,000 of
9 3/4% Series B Senior Subordinated Notes due 2007 at a price of 104.5% (the
"1998 Notes" and together with the 1997 Notes, the "2007 Notes").

Interest on the 2007 Notes is due semiannually. The 2007 Notes may not be
redeemed prior to June 1, 2002, except in the event of a Change of Control (as
defined) or Initial Public Offering (as defined) and at premium (as defined in
the Indenture). The 2007 Notes are redeemable, at the Company's option, at the
redemption prices of 104.875% at June 1, 2002, and at decreasing prices to 100%
at June 1, 2005, and thereafter, plus accrued interest.

CHIPS LOAN NOTES LIABILITY

In June 1997, in connection with the acquisition of ISL, the Company
assumed $437,500 of promissory notes (the "Chips Loan Notes"). The Chips Loan
Notes mature on March 31, 2003 and bear interest, payable quarterly, at
approximately 6.22% per annum through April 1, 1998, with a variable rate
thereafter discounted from the U.S. prime rate. The Chips Loan Notes may be
called by the holders on or after any interest payment date commencing April 1,
1998.

In April 1998, the holders of the Chips Loan Notes redeemed approximately
$152,200 of the Chips Loan Notes. As such, approximately $118,300 of cash held
by Bisto Funding, Inc., a special purpose entity established as a subsidiary of
Group in connection with the acquisition of ISL, was paid to the holders of the
Chips Loan Notes. The Company borrowed approximately $33,900 from the available
term loan facility in place to fund its portion of the payment of the Chips Loan
Notes.

In March 2000, when Viasystems entered into the Credit Agreement, a letter
of credit and term loan facility in an aggregate amount of $303,100 was made
available to Viasystems to satisfy the Chips Loan Notes obligation. On January
2, 2001, the holder of the Chips Loan Notes redeemed all the Chips Loan Notes.
The Company paid this obligation plus the accrued quarterly interest owed by
drawing on the Tranche B Chips letter of credit commitment for $150,000 and
borrowing $139,250 under the Tranche A Chips Loan commitment.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. COMMITMENTS

The Company leases certain building and transportation and other equipment
under capital and operating leases. Included in property, plant, and equipment
as of December 31, 2000 and 2001, were $28,504 and $5,578, respectively, of cost
basis and $16,267 and $906, respectively, of accumulated depreciation related to
equipment held under capital leases. Total rental expense under operating leases
was $5,145, $6,761 and $12,341 for the years ended December 31, 1999, 2000 and
2001, respectively. Future minimum lease payments under capital leases and
operating leases that have initial or remaining noncancelable lease terms in
excess of one year are as follows:

<Table>
<Caption>
YEAR ENDING DECEMBER 31, CAPITAL OPERATING
------------------------ ------- ---------

2002........................................................ $1,361 $11,306
2003........................................................ 1,282 8,448
2004........................................................ 1,312 6,774
2005........................................................ 884 5,301
2006........................................................ 181 5,150
Thereafter.................................................. -- 18,278
------ -------
Total............................................. 5,020 $55,257
=======
Less: Amounts representing interest......................... (792)
------
Capital lease obligations (see Note 10)........... $4,228
======
</Table>

12. INCOME TAXES

The Company accounts for income taxes in accordance with the provisions of
SFAS No. 109. The benefit for income taxes for the years ended December 31,
1999, 2000 and 2001, consists of the following:

<Table>
<Caption>
1999 2000 2001
-------- ------- -----

Current:
Federal................................................ $ 1,592 $ -- $(900)
State.................................................. 164 -- --
Foreign................................................ 5,120 (3,668) 115
-------- ------- -----
6,876 (3,668) (785)
-------- ------- -----
Deferred:
Federal................................................ 2,065 -- --
State.................................................. 405 -- --
Foreign................................................ (32,558) 745 785
-------- ------- -----
(30,088) 745 785
-------- ------- -----
$(23,212) $(2,923) $ --
======== ======= =====
</Table>

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Reconciliation between the statutory income tax rate and effective tax rate
is summarized below:

<Table>
<Caption>
1999 2000 2001
--------- --------- ---------

U.S. Federal statutory rate....................... $(253,772) $ (37,699) $(205,458)
State taxes, net of Federal provision (benefit)... (1,325) (1,860) (7,558)
Foreign taxes in excess of U.S. statutory rate.... 8,030 (31,233) (9,690)
Interest deductible for tax, eliminated for
book............................................ -- (4,846) --
Amortization of goodwill and write-off of acquired
in-process research and development costs....... 77,309 12,067 58,440
Non-cash compensation expense..................... 38,525 41,782 --
Loss on investment in foreign subsidiaries........ (130,931) (204,197) --
Change in the valuation allowance for deferred tax
assets.......................................... 244,255 230,967 128,000
Federal taxes on undistributed loss of foreign
subsidiaries.................................... (4,203) (8,166) --
Cancellation of Indebtedness Income............... -- -- 32,360
Equity in earnings of affiliate not taxable due to
dividends received deduction.................... (1,400) -- --
Other............................................. 300 262 3,906
--------- --------- ---------
$ (23,212) $ (2,923) $ --
========= ========= =========
</Table>

The tax effects of significant temporary differences representing deferred
tax assets and liabilities at December 31 are as follows:

<Table>
<Caption>
2000 2001
--------- ---------

Deferred tax assets:
Accrued liabilities not yet deductible.................... $ 19,104 $ 20,127
Net operating loss carryforwards.......................... 278,646 360,512
AMT credit carryforwards.................................. 1,128 1,128
Fixed assets.............................................. -- 32,947
Capital loss carryforwards................................ 126,391 126,391
Other..................................................... -- 10,917
--------- ---------
425,269 552,022
Valuation allowance......................................... (398,417) (526,417)
--------- ---------
26,852 25,605
--------- ---------
Deferred tax liabilities:
Intangibles............................................... (7,820) (8,256)
Fixed assets.............................................. (9,522) (8,762)
Other..................................................... (7,895) (7,894)
--------- ---------
(25,237) (24,912)
--------- ---------
Net deferred tax asset............................ $ 1,615 $ 693
========= =========
</Table>

The current deferred tax assets are included in prepaid expenses and other
and the long-term deferred tax assets, consisting of net operating loss
carryforwards, are in other assets in the consolidated balance sheets. The
current deferred tax liabilities are included in accrued and other liabilities
in the consolidated balance sheets.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Approximate domestic and foreign income (loss) before income tax provision
and extraordinary item are as follows:

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
---------------------------------
1999 2000 2001
--------- --------- ---------

Domestic.......................................... $(175,511) $(144,982) $(400,828)
Foreign........................................... (549,553) 37,271 (186,191)
</Table>

As of December 31, 2001, the Company had the following net operating loss
("NOL") carryforwards: $867,096 in the U.S., $54,380 in Luxembourg, $481 in
Puerto Rico, $16,970 in Canada, $28,572 in Hong Kong, $17,669 in the U.K.,
$6,488 in Italy, $29,057 in the Netherlands and $538 in Brazil. The U.S. NOLs
expire in 2018 through 2021 and the Puerto Rico and Canada NOLs expire in 2008.
All other NOLs carry forward indefinitely. The U.S. also has a capital loss
carryforward of $126,391 that will expire in 2004 and Canada has an investment
tax credit carryforward of $1,191 that will expire in 2010. The Company has not
recognized and does not anticipate recognizing a deferred tax liability for
approximately $146,345 of undistributed earnings of its foreign subsidiaries
because the Company does not expect those earnings to reverse and become taxable
to the Company in the foreseeable future.

The Company has a tax holiday in China that allows a two-year tax exemption
and three-year 50% reduction in the tax rate. The tax holiday began in 2001. If
not for such tax holiday, the Company would have had $11,782 of income tax
expense, based on the applicable rate of 27%.

During 2001, the Company's NOLs were reduced by approximately $92,458 to
reflect the offset against the NOLs of cancellation of indebtedness income the
Company recognized as a result of open market purchases at a discount during
2001 by HMTF of Viasystems, Inc. indebtedness with an aggregate principal amount
of $163,376.

13. CONTINGENCIES

The Company is subject to various lawsuits and claims with respect to such
matters as patents, product development and other actions arising in the normal
course of business. In the opinion of the Company's management, the ultimate
liabilities resulting from such lawsuits and claims will not have a material
adverse effect on the Company's financial condition and results of operations
and cash flows.

The Company believes it is in material compliance with applicable
environmental laws and regulations and that its environmental controls are
adequate to address existing regulatory requirements.

14. STOCKHOLDERS' EQUITY AND PREFERRED STOCK

The authorized capital stock of Group at December 31, 2001, consists of
500,000,000 shares of common stock, and 60,000,000 shares of preferred stock, of
which 6,000,000 shares are designated as Series B Preferred Stock (the "Series B
Preferred"). All authorized capital stock has a par value of $.01.

On March 23, 2000, in connection with the initial public offering, Group
declared a reverse stock split where each share of common stock was converted
into 1/6 share of common stock. Additionally, Group converted each 6 2/3 shares
of its then outstanding class A common stock and class A series II common stock
into one share of common stock. All share and per share data have been restated
for the reverse stock split.

Dividends are payable to holders of the common stock in amounts as declared
by Group's board of directors, subject to legally available funds and certain
agreements. The common stock is entitled to one vote per share on all matters
submitted to a vote of stockholders.

Dividends on the Series B Preferred are cumulative and are payable at an
annual rate of $2.00 per share per annum prior to November 30, 2004, $2.50 per
share per annum from November 30, 2004 to November 30,

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2005, $3.00 per share per annum from November 30, 2005 to November 30, 2006, and
$3.50 per share per annum on and after November 30, 2006. Dividends are payable
quarterly on February 28, May 31, August 31 and November 30 in each year,
commencing on February 28, 1997. The discount on the stock, which represents the
difference between the present value of a perpetual dividend stream of $3.50 per
year and the current subscription price, is being accreted at the rate of 10.4%
per year, over 10 years. Dividend cost associated with the preferred stock is
increased for the accretion of discounts. Group may, at its option, pay
quarterly dividends on the Series B Preferred on the first twenty payment dates,
if the Credit Agreement prohibits the payment of cash dividends, by issuing a
number of additional shares (or fractional shares) of Series B Preferred in
respect to each such share (or fractional share) of Series B Preferred then
outstanding at the rate of one twenty-fifth of a whole share of Series B
Preferred for each $1.00 of dividend declared. Except in the case of a Change in
Control (as defined), the Series B Preferred have no provisions for mandatory
redemption. At Group's option, the Series B Preferred is redeemable at any time,
at $25 per share, together with accrued and unpaid dividends to the date of
redemption.

15. BUSINESS SEGMENT INFORMATION

The Company operates in one segment -- a worldwide independent provider of
electronics manufacturing services, which are sold throughout many diverse
markets.

The Company's operations are located worldwide and are analyzed by three
geographical segments. The accounting policies of the segments are the same as
those described in the "Summary of Significant Accounting Policies" (Note 2).
Segment data includes intersegment revenues.

Pertinent financial data by major geographic segments is as follows:

<Table>
<Caption>
OPERATING CAPITAL
NET SALES INCOME/(LOSS) TOTAL ASSETS EXPENDITURES
---------- ------------- ------------ ------------

North America:
Year ended December 31, 1999..... $ 769,572 $ (73,106) $ 618,486 $ 50,588
Year ended December 31, 2000..... 983,967 (35,367) 833,997 59,336
Year ended December 31, 2001..... 650,431 (376,055) 440,973 24,641
Europe:
Year ended December 31, 1999..... $ 454,386 $(496,239) $ 362,991 $ 72,704
Year ended December 31, 2000..... 378,056 5,259 370,812 23,698
Year ended December 31, 2001..... 298,315 (112,416) 177,295 10,883
Asia:
Year ended December 31, 1999..... $ 80,978 $ (7,684) $ 327,749 $ 14,711
Year ended December 31, 2000..... 266,601 34,064 406,475 53,848
Year ended December 31, 2001..... 277,116 3,518 369,777 43,266
Eliminations:
Year ended December 31, 1999..... $ (11,566) $ -- $ -- $ --
Year ended December 31, 2000..... (23,639) -- -- --
Year ended December 31, 2001..... (19,326) -- -- --
Total:
Year ended December 31, 1999..... $1,293,370 $(577,029) $1,309,226 $138,003
Year ended December 31, 2000..... 1,604,985 3,956 1,611,284 136,882
Year ended December 31, 2001..... 1,206,536 (484,953) 988,045 78,790
</Table>

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Sales by country of destination are as follows:

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
------------------------------------
1999 2000 2001
---------- ---------- ----------

United States.................................... $ 703,862 $ 897,551 $ 619,009
United Kingdom................................... 153,083 163,072 79,517
Canada........................................... 75,016 115,922 66,442
France........................................... 54,162 60,782 113,234
Malaysia......................................... 12,750 53,701 53,155
China............................................ -- 34,701 54,399
Germany.......................................... 59,442 66,441 55,763
Sweden........................................... 78,898 22,732 2,348
Other............................................ 156,157 190,083 162,669
---------- ---------- ----------
Total.................................. $1,293,370 $1,604,985 $1,206,536
========== ========== ==========
</Table>

Property, plant and equipment by country are as follows:

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------
2000 2001
---------- ----------

United States............................................... $171,819 $ 78,654
China....................................................... 138,074 162,706
Canada...................................................... 79,849 64,438
Other....................................................... 62,879 47,853
-------- --------
Total............................................. $452,621 $353,651
======== ========
</Table>

16. CONCENTRATION OF BUSINESS

Sales to Lucent Technologies directly and through other contract electronic
manufacturers were 26%, 21% and 21% of net revenues for the years ended December
31, 1999, 2000 and 2001, respectively.

17. STOCK OPTION PLANS

Group has stock-based compensation plans under which outside directors and
certain employees receive stock options and other equity-based awards. The plans
provide for the grant of stock options, stock appreciation rights, performance
awards, restricted stock awards and other stock unit awards.

Stock options generally are granted with an exercise price equal to or
above the market value of a share of common stock on the date of grant, have a
life of 10 years and vest within 5 years from the date of grant. The total
number of shares of common stock authorized for option grants under the plans
was 13,696,012 shares at December 31, 2001.

In connection with certain acquisitions, and in accordance with the
contract terms, outstanding stock options held by employees of acquired
companies became vested and converted to options to purchase Group's common
stock on the acquisition date. As these acquisitions were accounted for as
purchases, the fair value of these options was included in the purchase price.

In connection with the issuance of the Senior Unsecured Notes, the Company
issued to Hicks, Muse, Tate & Furst 10.0 million warrants to purchase shares of
Group's common stock. The warrants are exercisable immediately and have an
exercise price of $0.01 per share and terminate in 2011 (see Note 10).

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company has adopted the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation," ("SFAS 123") and, as permitted under
SFAS No. 123, applies Accounting Principles Board Opinion No. 25 ("ABP 25") and
related interpretations in accounting for its plans. Had compensation costs for
all other options and warrants been determined based upon the fair value at the
grant date for awards under the plans consistent with the methodology prescribed
under SFAS No. 123, the Company's net loss and loss per share would have been
changed to the pro forma amounts indicated below:

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
---------------------------------
1999 2000 2001
--------- --------- ---------

Net loss
As reported..................................... $(720,295) $(135,984) $(587,019)
Pro forma....................................... (721,554) (147,535) (623,506)
Net loss per share -- basic
As reported..................................... $ (10.14) $ (1.13) $ (4.21)
Pro forma....................................... (10.16) (1.23) (4.47)
Net loss per share -- diluted
As reported..................................... $ (10.77) $ (1.14) $ (4.21)
Pro forma....................................... (10.79) (1.24) (4.47)
</Table>

The fair value of stock options used to compute pro forma net loss and loss
per share disclosure is the estimated fair value at grant date using the
Black-Scholes option-pricing model with the following assumptions:

<Table>
<Caption>
WEIGHTED AVERAGE ASSUMPTIONS 1999 2000 2001
- ---------------------------- ---- ---- ----

Expected volatility......................................... 60% 60% 60%
Risk-free interest rate..................................... 5.5% 5.5% 5.5%
Dividend yield.............................................. 0.0% 0.0% 0.0%
Expected holding period in years............................ 5 5 5
</Table>

The weighted average fair value of stock options and warrants, calculated
using the Black-Scholes option-pricing model, granted during the years ended
December 31, 1999, 2000, and 2001 was $1.74, $10.12 and $3.07 respectively.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Presented below is a summary of the status of the stock options and
warrants and the related transactions for the years ended December 31, 1999,
2000 and 2001:

<Table>
<Caption>
WEIGHTED
AVERAGE EXERCISE
SHARES PRICE PER SHARE
---------- ----------------

Options outstanding at December 31, 1998.................. 2,940,404 $ 6.64
Granted................................................. 2,509,993 7.32
Exercised............................................... (7,500) 6.30
Forfeited/expired....................................... (209,667) 7.23
----------
Options outstanding at December 31, 1999.................. 5,233,230 6.81
Granted................................................. 3,525,259 14.66
Exercised............................................... (88,167) 6.07
Forfeited/expired....................................... (184,601) 12.39
----------
Options outstanding at December 31, 2000.................. 8,485,721 12.65
Granted/assumed......................................... 12,167,238 1.35
Exercised............................................... (70,821) 2.11
Forfeited/expired....................................... (931,130) 8.58
----------
Options outstanding at December 31, 2001.................. 19,651,008 $ 5.36
========== ======
</Table>

The following table summarizes the status of stock options and warrants
outstanding and exercisable at December 31, 2001:

<Table>
<Caption>
STOCK OPTIONS OUTSTANDING STOCK OPTIONS EXERCISABLE
----------------------------------------- ---------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE WEIGHTED
REMAINING EXERCISE AVERAGE
CONTRACTUAL LIFE PRICE EXERCISE PRICE
RANGE OF EXERCISE PRICE PER SHARE SHARES (YEARS) PER SHARE SHARES PER SHARE
- --------------------------------- ---------- ---------------- --------- ---------- --------------

$ -- to $4.20................. 12,135,169 9.5 $ 0.49 10,332,669 $ 0.09
$4.21 to $6.30................ 469,282 5.9 5.46 296,944 5.78
$6.31 to $8.40................ 1,420,828 7.4 7.28 745,990 7.24
$8.41 to $10.50............... 1,821,494 8.2 9.11 1,821,494 9.11
$10.51 to $12.60.............. 912,901 9.0 11.00 4,180 11.00
$12.61 to $18.90.............. 147,500 8.9 17.44 29,500 17.44
$18.91 to $21.00.............. 2,743,834 8.3 21.00 2,266,825 21.00
---------- ------ ---------- ------
Total.................... 19,651,008 $ 5.36 15,497,602 $ 4.68
========== ====== ========== ======
</Table>

18. RETIREMENT PLANS

The Company has a defined contribution retirement savings plan (the "Plan")
covering substantially all domestic employees who meet certain eligibility
requirements as to age and length of service. The Plan incorporates the salary
deferral provision of Section 401(k) of the Internal Revenue Code and employees
may defer up to 15% of compensation or the annual maximum limit prescribed by
the Internal Revenue Code. The Company contributes 1% of employees' salaries to
the Plan and matches a percentage of the employees' deferrals. The Company may
also elect to contribute an additional profit-sharing contribution to the Plan
at the end of each year. The Company's contributions to the Plan were $2,627,
$3,048 and $4,020 for the years ended December 31, 1999, 2000 and 2001,
respectively.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In prior years, the Company had two defined benefit pension plans covering
certain groups of employees in foreign countries. The net periodic pension cost
in 1999 was $1,032. These defined benefit plans were for employees of Forward
and ISL, which were transferred to pre-IPO stockholders in March 2000 (see Note
1).

19. RESEARCH AND DEVELOPMENT

Research, development and engineering expenditures for the creation and
application of new products and processes were approximately $14,400, $12,048
and $9,210 for the years ended December 31, 1999, 2000, and 2001, respectively.

20. RELATED PARTY TRANSACTIONS

In connection with the acquisitions and the related financing, the Company
entered into a Monitoring and Oversight Agreement and a Financial Advisory
Agreement (together herein defined as the "Agreements") with HMTF (a shareholder
and affiliate of the Company) pursuant to which the Company paid HMTF a cash fee
of $4,684, $714 and $0 for the years ended December 31, 1999, 2000 and 2001,
respectively, as compensation for financial advisory services. In connection
with the initial public offering, the Company terminated the Agreements and
granted to HMTF options to purchase Group's stock (see Note 22).

In March 2000, immediately prior to Group's initial public offering, Group
transferred all of the capital stock of certain businesses in Europe to a new
entity formed by Group's pre-IPO stockholders, European PCB Group (Cayman
Islands), Ltd., a Cayman Islands exempted company ("European PCB Group"). These
businesses now owned by European PCB Group consist primarily of the operations
formerly conducted by Forward, Zincocelere, ISL and the Ericsson Facility.
Subsequent to such transfer, the Company has continued to purchase and receive
products and other services, on an arms-length basis, from European PCB Group.
Messrs. David M. Sindelar, the Company's Chief Executive Officer and a director,
Timothy L. Conlon, the Company's President, Chief Operating Officer and a
director, and Richard W. Vieser and Kenneth F. Yontz, each directors,
beneficially own equity interests in European PCB Group. In 2000, the Company
purchased an aggregate of $24,004 of printed circuit boards and other products
from European PCB Group and had sales of $17,829 to European PCB Group. In
addition, the Company paid approximately $7,200 in sales-force fees and
commissions to European PCB Group and received $2,172 in management fees from
European PCB Group in fiscal year 2000. In 2001, the Company purchased an
aggregate of $17,086 of printed circuit boards and other products from European
PCB Group and had sales of $6,407 to European PCB Group. In addition, the
Company paid approximately $4,400 in sales-force fees and commissions to
European PCB Group and received $1,503 in management fees from European PCB
Group in fiscal year 2001.

Additionally, in conjunction with Group's initial public offering, the
Company acquired all of the outstanding shares of the Wire Harness Business, a
wholly owned subsidiary of International Wire Group, Inc., an affiliate of HMTF.
The Wire Harness Business, in accordance with negotiated contract terms,
purchased an aggregate of $25,982, $28,092 and $36,784 of product from
International Wire Group, Inc. for fiscal years 1999, 2000 and 2001,
respectively.

21. EXTRAORDINARY ITEM AND CHANGE IN ACCOUNTING

During the year ended December 31, 2000, the Company recorded, as an
extraordinary item, a one-time, non-cash write-off of deferred financing fees of
approximately $31,196, net of income tax benefit of $0, related to deferred
financing fees incurred on debt retired before maturity with proceeds from
Group's initial public offering.

In April 1998, the FASB adopted Statement of Position ("SOP") 98-5,
"Reporting on the Costs of Start-Up Activities," which requires costs of
start-up activities and organization costs to be expensed as incurred. The
Company adopted SOP 98-5 in fiscal year 1999 and reported the write-off of the
net book value

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of start-up costs as of January 1, 1999, of $18,443 (net of income tax benefit
of $6,734) as a cumulative effect of a change in accounting principle.

22. NON-CASH COMPENSATION EXPENSE

During the year ended December 31, 1999, the Company recorded a non-cash
compensation expense charge of $110,070, which reflect the difference between
the cost of the class A common stock and class A series II common stock and the
value of the common stock that it is convertible into at that date.

In connection with the initial public offering, Group amended the terms of
the performance stock options held by members of management to eliminate the
exercisability restrictions and variable exercise price terms. The amended
performance options have a fixed exercise price of $9.00 per share and are
immediately exercisable. As a result of these amendments, the Company recorded a
one-time non-cash compensation expense charge of approximately $33,635 during
the year ended December 31, 2000.

Also in connection with the initial public offering, Group converted each
6 2/3 shares of class A common stock and class A series II common stock into one
share of common stock. This conversion eliminated the variable terms of the
class A and class A series II common stock and resulted in a one-time non-cash
compensation expense charge of approximately $62,945 recorded during the year
ended December 31, 2000.

Additionally, in connection with the initial public offering, the Company
terminated the Monitoring and Oversight Agreement and Financial Advisory
Agreement with HMTF. As consideration for such termination, Group granted to
HMTF, options to purchase an aggregate 2,134,000 shares of Group's common stock
at an exercise price of $21.00 per share. The option grant resulted in a net
one-time non-cash compensation expense charge of approximately $7,771 recorded
during the year ended December 31, 2000.

23. INITIAL PUBLIC OFFERING

On March 24, 2000, Group completed an initial public offering of 44,000,000
shares of common stock at $21.00 per share with net proceeds of $865,543. Group
used the proceeds from the offering to fund the acquisition of the Wire Harness
Business, to repay amounts outstanding under the existing credit facility and
for general corporate purposes.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

24. EARNINGS PER SHARE

Basic earnings per common share amounts are computed using the weighted
average number of common shares outstanding during the year. Basic earnings per
weighted average common share are computed as follows:

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1999 2000 2001
----------- ------------ ------------

Loss before cumulative effect of a change in
accounting principle and extraordinary
item...................................... $ (701,852) $ (104,788) $ (587,019)
Plus paid-in-kind dividends and accretion on
preferred stock........................... (4,240) (4,828) (5,511)
Less loss attributable to class A common
shareholders.............................. 54,100 1,052 --
Less loss attributable to class A series II
common shareholders....................... 37,872 1,250 --
----------- ------------ ------------
Loss available to common shareholders before
cumulative effect of a change in
accounting principle and extraordinary
item...................................... $ (614,120) $ (107,314) $ (592,530)
=========== ============ ============
Basic weighted average common shares
outstanding............................... 62,123,268 121,607,031 140,891,151
=========== ============ ============
Basic loss per weighted average common share
before cumulative effect of a change in
accounting principle and extraordinary
item...................................... $ (9.89) $ (0.88) $ (4.21)
=========== ============ ============
Basic net loss per weighted average common
share..................................... $ (10.14) $ (1.13) $ (4.21)
=========== ============ ============
</Table>

Losses attributable to class A and class A series II are calculated on a
one-to-one basis using the weighted average shares outstanding before
conversion, March 23, 2000, as these classes have identical rights and
privileges with respect to dividends and voting as the common shares. At
conversion, each 6 2/3 shares of class A and class A series II common stock was
converted into one share of common stock.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Diluted earnings per weighted average common share are computed as follows:

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1999 2000 2001
----------- ------------ ------------

Loss before cumulative effect of a change in
accounting principle and extraordinary
item...................................... $ (701,852) $ (104,788) $ (587,019)
Plus paid-in-kind dividends and accretion on
preferred stock........................... (4,240) (4,828) (5,511)
----------- ------------ ------------
Loss available to common shareholders before
cumulative effect of a change on
accounting principle and extraordinary
item...................................... $ (706,092) $ (109,616) $ (592,530)
=========== ============ ============
Basic weighted average common shares
outstanding............................... 62,123,268 121,607,031 140,891,151
Common shares assuming conversion of class A
and class A series II..................... 5,115,190 1,651,658 --
----------- ------------ ------------
Diluted weighted average common shares
outstanding............................... 67,238,458 123,258,689 140,891,151
=========== ============ ============
Diluted loss per weighted average common
share before cumulative effect of a change
in accounting principle and extraordinary
item...................................... $ (10.50) $ (0.89) $ (4.21)
=========== ============ ============
Diluted net loss per weighted average common
share..................................... $ (10.77) $ (1.14) $ (4.21)
=========== ============ ============
</Table>

Shares assumed in the conversion of class A and class A series II are
calculated on an as-if converted basis up to March 23, 2000, using the formula
set forth in the Company's Certificate of Incorporation, which yields a less
than one to one ratio. On March 23, 2000, each 6 2/3 shares of class A and class
A series II common stock was converted into one share of common stock.

As a result of losses incurred for the years ended December 31, 1999, 2000
and 2001, the following weighted average of potentially dilutive securities were
not included in diluted earnings per share because their inclusion would be
anti-dilutive:

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
----------------------------------
1999 2000 2001
--------- --------- ----------

Stock options...................................... 5,096,585 8,349,076 9,514,363
Stock warrants..................................... 136,645 136,645 10,136,645
</Table>

25. SUBSEQUENT EVENTS

As a result of the dramatic downturn in telecom component demand during
2001 and the Company's highly leveraged capital structure, the Company expects
to fail to satisfy certain financial maintenance covenants contained in its
senior secured credit facility on March 31, 2002. In anticipation of this
circumstance, the Company entered into an amendment to its credit agreement on
March 29, 2002. The amendment provides that the Company's credit facility
lenders will refrain from exercising any rights or remedies in respect of the
Company's failure to comply prior to May 29, 2002. Under the terms of the
amendment, the Company's revolving borrowings under the senior secured credit
facility are limited to $100 million, unless its consolidated net sales for the
preceding eight week period exceed specified thresholds, in which case its
revolving loan availability is increased to $150 million. The amendment further
increases the interest rates payable on these borrowings by .25% per annum,
imposes additional financial and operating

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

restrictions and provides for the grant of certain additional liens to secure
these borrowings. A fee of approximately $1.5 million was paid to the Company's
credit facility lenders in connection with the amendment.

In light of these developments, the Company has retained Rothschild Inc. to
assist the Company in evaluating several recapitalization alternatives in an
effort to reduce debt and strengthen our balance sheet.

As of December 31, 2001, the Company had $34.2 million of cash and cash
equivalents and its working capital was $122.1 million. Giving effect to the
recent amendment to the Company's credit agreement, as of December 31, 2001, the
Company would have had revolver availability under the senior secured credit
facility of $78.9 million.

These expectations, however, assume that the forbearance under the recent
amendment to the Company's credit agreement will be extended in order to permit
the Company to implement a restructuring or other plan. In the event that the
Company is unable to enter into satisfactory arrangements with the lenders under
its senior secured credit facility to extend such forbearance beyond May 29,
2002, up to $1 billion of indebtedness could become due and payable shortly
thereafter. This indebtedness consists of term loans of $437.8 million and
revolving loans of $10.6 million under the senior secured credit facility, $79.5
million (net of $26.6 million of unamortized discount) of senior unsecured
notes, and $500 million principal amount of senior subordinated notes. Although
there is no current default under the senior unsecured notes or the senior
subordinated notes, a default would arise under these debt obligations in the
event of an acceleration of the maturity of the senior secured credit facility
indebtedness. In such event, the Company would not have sufficient liquidity to
repay such indebtedness and the Company would not expect to be able to refinance
such indebtedness. In addition, the Company's future operating performance and
ability to meet its financial obligations will be subject to future economic
conditions and to financial, business and other factors, many of which will be
beyond its control.

VIASYSTEMS GROUP, INC. AND SUBSIDIARIES

QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED)

The following is a summary of unaudited quarterly financial information of
Viasystems Group, Inc. and subsidiaries for 2000 and 2001. In March 2000, we
acquired all of the outstanding shares of Wirekraft Industries, Inc. in a
transaction between entities under common control, which was accounted for in a
manner similar to a pooling of interest and thus the historical financial data
of Viasystems and Wirekraft have been combined.
<Table>
<Caption>
2000 2001
--------------------------------------------------- -----------
MARCH 31(1) JUNE 30 SEPTEMBER 30 DECEMBER 31 MARCH 31(2)
----------- -------- ------------ ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net sales............ $ 384,584 $358,285 $406,504 $455,612 $389,191
Gross margin......... 81,310 88,860 97,649 106,614 78,743
Income (loss) before
extraordinary
Item............... (130,709) 2,784 9,519 13,618 (18,736)
Net income (loss).... (161,905) 2,784 9,519 13,618 (18,736)
Basic income (loss)
per weighted
average common
share before
extraordinary
item............... $ (1.59) $ .01 $ .06 $ .09 $ (0.14)
Diluted income (loss)
per weighted
average common
share before
extraordinary
item............... $ (1.59) $ .01 $ .06 $ .09 $ (0.14)
Basic net income
(loss) per weighted
average common
share.............. $ (1.97) $ .01 $ .06 $ .09 $ (0.14)
Diluted net income
(loss) per Weighted
average common
share.............. $ (1.97) $ .01 $ .06 $ .09 $ (0.14)

<Caption>
2001
---------------------------------------------
JUNE 30(3) SEPTEMBER 30(4) DECEMBER 31(5)
---------- --------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net sales............ $ 309,149 $ 268,108 $ 240,088
Gross margin......... 3,433 41,773 39,701
Income (loss) before
extraordinary
Item............... (184,541) (204,981) (178,761)
Net income (loss).... (184,541) (204,981) (178,761)
Basic income (loss)
per weighted
average common
share before
extraordinary
item............... $ (1.32) $ (1.46) $ (1.27)
Diluted income (loss)
per weighted
average common
share before
extraordinary
item............... $ (1.32) $ (1.46) $ (1.27)
Basic net income
(loss) per weighted
average common
share.............. $ (1.32) $ (1.46) $ (1.27)
Diluted net income
(loss) per Weighted
average common
share.............. $ (1.32) $ (1.46) $ (1.27)
</Table>

- ---------------

(1) The quarter includes non-cash compensation charges totaling $104,351 and an
extraordinary item of $31,196, net of tax benefit of $0. The non-cash
compensation charges are: (i) $33,635 related to the amendment of terms of
the performance stock options held by members of management that eliminated
the exercisability restrictions and variable exercise terms; (ii) $62,945
related to the conversion of each 6 2/3 shares of class A common stock and
class A series II common stock into one share of common stock; and (iii)
$7,771 related to options granted to HMTF and partners of HMTF as
consideration for the termination of certain agreements. The extraordinary
item represents the non-cash write-off of deferred financing fees incurred
on debt retired before maturity.

(2) This quarter includes a restructuring charge of $12,007 for a restructuring
plan implemented by the Company primarily related to headcount reductions in
its North American operations. Refer to Note 3 of our consolidated financial
statements contained in Part II, Item 8.

(3) This quarter includes the following charges: (i) a restructuring charge of
$30,481, (ii) an impairment charge on assets held for disposal of $75,043
and (iii) inventory write-offs of $49,290 all related to a restructuring
plan implemented by the Company to restructure its North American
operations, including the closure of two of its North American printed
circuit board fabrication plants. Refer to Note 3 of our consolidated
financial statements contained in Part II, Item 8.

(4) This quarter includes the following charges: (i) a write-off of amounts due
from affiliates of $144,099 related to amounts due from European PCB Group
that have been permanently impaired, (ii) restructuring and impairment
charges totaling, $21,685 primarily related to the consolidation of certain
North American and European facilities as well as headcount reductions at
its corporate offices and (iii) inventory write-offs of $824 related to the
restructuring activities. Refer to Note 3 of our consolidated financial
statements contained in Part II, Item 8.

(5) This quarter includes the following charges: (i) restructuring and
impairment charges totaling $148,164 and reversals of previously recorded
impairment charges of $6,006 and (ii) a reversal of inventory write-offs
previously taken totaling $781. Refer to Note 3 of our consolidated
financial statements contained in Part II, Item 8.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Board of Directors of Viasystems Group, Inc. ("Group") is classified
into three classes. Each Class I director will hold office until the 2004 Annual
Meeting of stockholders. Each Class II director will hold office until the 2002
Annual Meeting of stockholders, and each Class III director will hold office
until the 2003 Annual Meeting of stockholders. In each case, each director will
hold office until his successor is duly elected or appointed and qualified in
the manner provided in Group's Amended and Restated Certificate of Incorporation
or Amended and Restated Bylaws, or as otherwise provided by applicable law.

<Table>
<Caption>
NAME AGE TITLE
- ---- --- -----

Thomas O. Hicks....................... 56 Chairman of the Board
Jack D. Furst......................... 43 Director
Richard W. Vieser..................... 74 Director
Kenneth F. Yontz...................... 57 Director
The Right Honorable Brian Mulroney.... 63 Director
Dr. William H. Cunningham............. 58 Director
David M. Sindelar..................... 44 Chief Executive Officer and Director
Timothy L. Conlon..................... 50 President, Chief Operating Officer and
Director
Joseph S. Catanzaro................... 49 Chief Financial Officer
Barry L. Brigman...................... 55 Executive Vice President-Global
Operations
Steven S.L. Tang...................... 46 President -- Viasystems Asia
</Table>

Thomas O. Hicks has been Chairman of the Board of Group since February 2002
and has been a director of Group since January 1997. Mr. Hicks currently serves
as a Class III director. Mr. Hicks is Chairman of the Board and Chief Executive
Officer of Hicks, Muse, Tate & Furst Incorporated. From 1984 to May 1989, Mr.
Hicks was Co-Chairman of the Board and Co-Chief Executive Officer of Hicks &
Haas Incorporated, a Dallas-based private investment firm. Mr. Hicks serves as
Vice Chairman and Director of Clear Channel Communications, Inc. and is a
director of Home Interiors & Gifts, Inc., Cooperative Computing, Inc., Corpgroup
Limited, Digital Latin America, Fox Pan American Sports LLC, MVS Corporation,
Pinnacle Foods, and Yell, Inc. He also serves on the Board of Directors of Crow
Family Holdings, as well as The JP Morgan Chase National Advisory Board.

Jack D. Furst has been a director of Group since August 1996 and currently
serves as a Class II director. Mr. Furst is a Partner of Hicks, Muse, Tate &
Furst Incorporated. Prior to joining Hicks, Muse, Tate & Furst Incorporated, Mr.
Furst was a Vice President and subsequently a Partner of Hicks & Haas
Incorporated, a Dallas-based private investment firm, from 1987 to May 1989.
From 1984 to 1986, Mr. Furst was a merger and acquisition/corporate finance
specialist for The First Boston Corporation in New York. Before joining First
Boston, Mr. Furst was a financial consultant at Price Waterhouse. Mr. Furst
serves on the Board of Directors of Home Interiors & Gifts, Inc., International
Wire Group, Inc., Cooperative Computing, Inc., LLS Corp. and Globix Corporation.

Richard W. Vieser has been a director of Group since January 1997 and
currently serves as a Class I director. Mr. Vieser is the retired Chairman of
the Board, Chief Executive Officer and President of Lear Siegler, Inc. (a
diversified manufacturing company), the former Chairman of the Board and Chief
Executive Officer of FL Industries, Inc. and FL Aerospace (also diversified
manufacturing companies) and the former President and Chief Operating Officer of
McGraw-Edison Co. He is the Chairman of the Board of Varian Medical Systems and
is also a director of Harvard Industries, Inc., International Wire Holding
Company and Apogent Technologies Inc (formally Sybron International
Corporation).

Kenneth F. Yontz has been a director of Group since January 1997 and
currently serves as a Class I director. Mr. Yontz is the Chairman of Apogent
Technologies Inc. (formerly Sybron International Corpora-

tion), a manufacturer of life science and laboratory products, and is the
Chairman of Sybron Dental Specialties Inc., a manufacturer of dental products.
Mr. Yontz is also a director of Rockwell International. Prior to joining Apogent
Technologies, Inc., Mr. Yontz was Group Vice President and Executive Vice
President of the Allen-Bradley Company. Mr. Yontz also held various managerial
and professional positions with Chemetron from 1974 to 1980 and at Ford Motor
Company from 1966 to 1974.

The Rt. Hon. Brian Mulroney has been a director of Group since March 2001
and currently serves as a Class II director. The Rt. Hon. Mulroney is a Senior
Partner at Ogilvy Renault, a Montreal law firm, and has held this position since
June 1993. The Rt. Hon. Mulroney was Prime Minister of Canada from 1984 to 1993.
The Rt. Hon. Mulroney serves on the Board of Directors of Cendant Corporation,
Archer Daniels Midland Company, Inc., Barrick Gold Corporation, TrizecHahn
Corporation Ltd., Quebecor, Inc. and Quebecor World Inc.

Dr. William H. Cunningham has been a director of Group since March 2002.
Dr. Cunningham currently serves as a Class I director. Dr. Cunningham served as
Chancellor and Chief Executive Officer of The University of Texas System from
September 1992 to July 2000. He currently holds the James L. Bayless Chair for
Free Enterprise in the Red McCombs College of Business at The University of
Texas at Austin. Dr. Cunningham served as President of The University of Texas
at Austin from 1985-1992 and was Dean of the College of Business
Administration/Graduate School of Business from 1983-1985. Dr. Cunningham
received his BBA, MBA, and Ph.D. from Michigan State University. His many honors
include an Honorary Doctor of Law Degree and Distinguished Alumnus Award from
Michigan State University. He was also named an Outstanding Texas Leader by the
John Ben Shepperd Leadership Forum. He has served on many various public
commissions and boards, including The University of Texas Investment Management
Company Board of Directors, the Houston Area Research Council Board of
Directors, the Southwest Research Institute, and the Economic Advisory Committee
of the United States Department of Commerce. Dr. Cunningham is currently a
member of the Board of the following companies: Southwest Airlines Co.,
Jefferson-Pilot Corporation, Introgen Therapeutics Inc., and Pinnacle Foods. He
is also a member of the John Hancock Mutual Funds Board.

David M. Sindelar has been a director of Group since August 2001 and Chief
Executive Officer of Group since July 2001. Mr. Sindelar currently serves as a
Class III director. He also served as Senior Vice President of Group from
January 1997 through June 2001 and Chief Financial Officer of Group since its
inception through June 2001. Mr. Sindelar also serves as Chief Executive Officer
of International Wire Holding Company and LLS Corp. Mr. Sindelar was Senior Vice
President and Chief Financial Officer of Berg Electronics Corp. from March 1993
through October 1998 and of Crain Industries, Inc. and Crain Holdings Corp. from
August 1995 through December 1997 and of Jackson Holding Company from February
1993 through August 1995. Mr. Sindelar is a director of LLS Corp., which filed
for protection under Chapter 11 of the United States Bankruptcy Code on January
16, 2002.

Timothy L. Conlon has been a director, President and Chief Operating
Officer of Group since October 1998. Mr. Conlon currently serves as a Class II
director. Prior to joining Group, Mr. Conlon was employed as President and Chief
Operating Officer of Berg Electronics Corp. from January 1997 through October
1998. Mr. Conlon also served as Executive Vice President and Chief Operating
Officer of Berg Electronics Group, Inc., a wholly owned subsidiary of Berg
Electronics Corp., from October 1993 through January 1997. Prior to joining Berg
Electronics Corp., Mr. Conlon was employed as President of the Cutting and
Welding Division of Thermadyne Industries, Inc. from April 1993 through October
1993. Prior to joining Thermadyne Industries, Inc., Mr. Conlon spent nine years
in the electronic connector industry including serving as General Manager of the
Information Technologies and Spectra strip divisions of Amphenol Corporation
from 1990 through July 1992 and President of Cambridge Products from 1988
through 1989.

Barry L. Brigman has been Executive Vice President -- Global Operations of
Group since July 2001 and is currently responsible for the overall operations of
Group's facilities. He also served as President of Viasystems Americas from
January 1997 through June 2001. Prior to joining Group and from March 1993, Mr.
Brigman was Senior Vice President and General Manager of Berg Electronics Corp.
Prior to 1993, Mr. Brigman held various management positions within the fibers,
medical and electronics groups of E.I. DuPont Company.

Steven S.L. Tang has been President -- Asia Pacific of Group since June
1999 and is responsible for the overall operations of Group's facilities on the
continent of Asia. Prior to joining Group, Mr. Tang served as a Managing
Director for the Asian division of Utilix Asia Limited, an Australian connector
manufacturing company, from January 1995 to July 1999. Prior to 1995, Mr. Tang
held various positions, all in Asia, with companies such as Amphenol, Pace Inc.,
National Semiconductor and Honeywell. Mr. Tang is a director of China Gateway
Holdings, Inc.

ARRANGEMENTS RELATING TO THE ELECTION OF DIRECTORS

Certain holders of Group common stock have entered into an amended and
restated stockholders agreement dated as of June 6, 1997, and further amended
effective November 4, 1998. The stockholders agreement contains an irrevocable
proxy pursuant to which all parties to the stockholders agreement grant to
Hicks, Muse, Tate & Furst Equity Fund III, L.P., an affiliate of Hicks, Muse,
Tate & Furst Incorporated, the power to vote all shares of common stock held by
such parties to elect those persons to the Board of Directors of Group as may be
designated by Hicks, Muse, Tate & Furst Equity Fund III, L.P. The stockholders
agreement terminates on September 30, 2006.

ITEM 11. EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

Directors who are officers or employees of Group receive no compensation
for their services as directors. Each independent director of Group receives an
annual retainer of $36,000 and a fee of $1,000 for each meeting of the Board of
Directors at which the director is present. Each independent director also
receives a one-time grant of options to purchase 25,000 shares of Group's common
stock. Directors of Group are reimbursed for their reasonable out-of-pocket
expenses in connection with their travel to and attendance at the meetings of
the Board of Directors or committees thereof.

EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation earned
during the fiscal years ended December 31, 1999, 2000 and 2001 by our Chief
Executive Officer and our four other most highly compensated executive officers.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
------------------------------- UNDERLYING ALL OTHER
YEAR SALARY($) BONUS($)(1) OPTIONS(#)(2) COMPENSATION($)(3)
---- ---------- ----------- ------------- ------------------

David M. Sindelar, Chief
Executive Officer(4)........... 2001 $ 648,645 $ -- -- $ --
2000 300,000 400,000 737,257(5) --
1999 300,000 250,000 -- --
Timothy L. Conlon, President and
Chief Operating Officer........ 2001 550,000 -- -- --
2000 500,000 550,000 -- --
1999 425,000 325,000 -- --
Joseph S. Catanzaro, Senior Vice
President and Chief Financial
Officer........................ 2001 250,750 -- 75,000 --
2000 232,833 151,361 -- --
1999 219,557 93,000 225,000 --
Barry L. Brigman, Executive Vice
President -- Global
Operations..................... 2001 425,131 -- 200,000 --
2000 372,234 232,960 -- --
1999 341,300 205,000 125,000 --
Steven S. L. Tang,
President -- Asia Pacific(6)... 2001 381,479 -- 180,000 --
2000 354,000 177,000 -- --
1999 169,000 84,500 166,666 --
James N. Mills, Chairman of the
Board and Chief Executive
Officer(7)..................... 2001 1,035,000 -- -- --
2000 685,000 685,000 599,018(4) --
1999 685,000 445,250 -- --
</Table>

- ---------------

(1) Bonuses were paid in 2000 for 1999 and in 2001 for 2000.

(2) Options were granted under the Viasystems Group, Inc. 1997 Stock Option Plan
and the 2001 Stock Option Plan, pursuant to which incentive and
non-qualified stock options may be issued to Group's or its subsidiaries'
officers, key employees and directors.

(3) We provide perquisites and other personal benefits to certain executives.
The aggregate incremental costs of these benefits to us do not exceed the
lesser of either $50,000 or 10% of the total of annual salary and bonus
reported for each executive officer.

(4) Mr. Sindelar was appointed Chief Executive Officer as of July 16, 2001.

(5) Reflects performance options granted by Group. In connection with our
initial public offering, we amended the terms of the performance options to
eliminate the exercisability restrictions and variable exercise price terms.
The amended performance options have a fixed exercise price of $9.00 and are
immediately exercisable.

(6) Mr. Tang commenced employment with Group in June 1999.

(7) Mr. Mills retired as Chief Executive Officer in July, 2001 and retired as
Chairman of the Board in February, 2002.

OPTION GRANTS IN LAST FISCAL YEAR

The following table summarizes option grants made with respect to Group's
common stock during fiscal year 2001 to the executive officers named above:

<Table>
<Caption>
POTENTIAL REALIZABLE VALUE
% OF TOTAL WEIGHTED AT ASSUMED ANNUAL RATES
NUMBER OF OPTIONS AVERAGE OF STOCK PRICE APPRECIATION
SECURITIES GRANTED TO EXERCISE FOR OPTION TERM ($)(1)
UNDERLYING EMPLOYEES IN PRICE ---------------------------
OPTIONS (#) FISCAL YEAR ($/SHARE) EXPIRATION DATE 5% 10%
----------- -------------- --------- --------------- ----------- -------------

David M. Sindelar.... -- N/A N/A N/A N/A N/A
Timothy L. Conlon.... -- N/A N/A N/A N/A N/A
Joseph S.
Catanzaro.......... 75,000 2.7% $2.80 2011 $132,068 $ 334,686
Barry L. Brigman..... 200,000 7.1% $4.85 2011 $610,028 $1,545,930
Steven S.L. Tang..... 180,000 6.4% $4.60 2011 $520,725 $1,319,619
James N. Mills....... -- N/A N/A N/A N/A N/A
</Table>

- ---------------

(1) The potential realizable value portion of the foregoing table illustrates
the value that might be realized upon exercise of the option immediately
prior to the expiration of its term, assuming the specified rates of annual
compound appreciation of common stock over the term of the options. Actual
gains on the exercise of the options are dependent on the future performance
of the common stock. There can be no assurance that the potential values
reflected in this table will be achieved. All amounts have been rounded to
the nearest whole dollar.

The following table provides information related to the number and value of
options held by the named executive officers at the end of 2001.

AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS AT
SHARES END(#) FISCAL YEAR END(1)
ACQUIRED ON VALUE ------------------------- -------------------------
EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------- ----------- ------------------------- -------------------------

David M. Sindelar.......... -- -- 737,257/-- $0/$0
Timothy L. Conlon.......... -- -- --/-- $0/$0
Joseph S. Catanzaro........ -- -- 105,000/220,000 $0/$0
Barry L. Brigman........... -- -- 150,000/287,500 $0/$0
Steven S. L. Tang.......... -- -- 66,666/272,000 $0/$0
James N. Mills............. -- -- 599,018/-- $0/$0
</Table>

- ---------------

(1) Based on a fair market value of $0.63 which was the last reported sale of
Group's stock on December 31, 2001. As of December 31, 2001, none of the
options held by the named executive officers were in-the-money.

EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS

David M. Sindelar Executive Employment Agreement. Mr. David M. Sindelar
entered into an amended and restated executive employment agreement with Group
and certain of its subsidiaries as of February 16, 2000. Pursuant to his
employment agreement, Mr. Sindelar will serve as an officer of Group through
March 31, 2005, unless terminated earlier by Group or Mr. Sindelar. Mr. Sindelar
is required to devote the amount of time reasonably necessary to faithfully and
adequately supervise the overall executive management of Group and its
subsidiaries, both direct and indirect. Subject to the foregoing limitation on
his activities, Mr. Sindelar is free to participate in other business endeavors.

The compensation provided to Mr. Sindelar under his executive employment
agreement includes an annual base salary of not less than $300,000, subject to
upward adjustment at the sole discretion of the Board of Directors of Group, as
well as those benefits customarily accorded the executives of Group as long as
the executive employment agreement is in force. In addition, Mr. Sindelar is
entitled to an annual bonus in an amount determined in accordance with our
incentive compensation plan for senior executives and reimbursement for expenses
to own and maintain an automobile.

Mr. Sindelar's executive employment agreement also provides that if Mr.
Sindelar's employment is terminated without cause, Mr. Sindelar will continue to
receive his then current salary, which shall not be less than $300,000, for the
longer of the remainder of the period the executive employment agreement is in
force or a period of one year following such termination. The executive
employment agreement terminates upon Mr. Sindelar's death or his inability to
perform his duties due to mental or physical incapacity for six consecutive
months or any one hundred working days out of a twelve month period, and no
further compensation shall be payable except that he or his estate, heirs or
beneficiaries, as applicable, shall receive his then current salary for a period
of 18 months, in addition to benefits otherwise specifically provided for. The
agreement also provides medical benefits for his and his spouse's lifetime.

Timothy L. Conlon Executive Employment Agreement. Mr. Timothy L. Conlon
entered into an amended and restated executive employment agreement with Group
and certain of its subsidiaries as of February 16, 2000. Pursuant to his
employment agreement, Mr. Conlon will serve as an officer of Group through March
31, 2005, unless terminated earlier by Group or Mr. Conlon. Mr. Conlon is
required to devote the amount of time reasonably necessary to faithfully and
adequately supervise the overall financial management of Group and its
subsidiaries, both direct and indirect.

The compensation provided to Mr. Conlon under his executive employment
agreement includes an annual base salary of not less than $500,000, subject to
upward adjustment at the sole discretion of the Chairman of the Board of
Directors of Group, as well as those benefits customarily accorded the
executives of Group as long as the executive employment agreement is in force.
In addition, Mr. Conlon is entitled to an annual bonus in an amount determined
in accordance with our incentive compensation plan for senior executives and
reimbursement for expenses to own and maintain an automobile.

Mr. Conlon's executive employment agreement also provides that if Mr.
Conlon's employment is terminated without cause, Mr. Conlon will continue to
receive his then current salary, which shall not be less than $500,000, for the
longer of the remainder of the period the executive employment agreement is in
force or a period of one year following such termination. The executive
employment agreement terminates upon Mr. Conlon's death or his inability to
perform his duties due to mental or physical incapacity for six consecutive
months or any one hundred working days out of a twelve month period, and no
further compensation shall be payable except that he or his estate, heirs or
beneficiaries, as applicable, shall receive his then current salary for a period
of 18 months, in addition to benefits otherwise specifically provided for. The
agreement also provides medical benefits for his and his spouse's lifetime.

MILLS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the compensation committee of Group's Board of Directors
during the fiscal year ended December 31, 2001 were Messrs. Hicks, Mills,
Vieser, and Yontz. Mr. Hicks is also a principal stockholder of Hicks, Muse Tate
& Furst Incorporated, which is affiliated with the entities that (i) purchased
$100 million principal amount of senior unsecured notes and warrants to purchase
10 million shares of Group's common stock for $100 million and (ii) hold $232.1
million of Viasystems, Inc.'s ("Viasystems") 9 3/4 senior subordinated notes and
$51.3 million of Viasystems' senior secured bank debt. See section entitled
"Acquisition of Viasystems' Indebtedness" in Item 13. Mr. Mills served as the
Chief Executive Officer of Group through July 16, 2001. Messrs. Vieser and Yontz
beneficially own equity interests in European PCB Group (Cayman Islands), Ltd.,
an entity with which Group entered into a settlement regarding a $18 million
guarantee obligation with the Department of Trade and Industry of the United
Kingdom. See section entitled "Transactions with European PCB Group" in Item 13.
68

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 1, 2002, information regarding
the beneficial ownership of Group's common stock by each person who beneficially
owned more than 5% of any class of Group's voting securities and by its
directors and named executive officers, individually, and by its directors and
executive officers as a group.

<Table>
<Caption>
NUMBER OF
SHARES PERCENT
BENEFICIALLY BENEFICIALLY
5% STOCKHOLDERS OWNED(1) OWNED
- --------------- ------------ ------------

Hicks Muse Parties (2)...................................... 84,600,542 55.9%
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201

OFFICERS AND DIRECTORS:
Thomas O. Hicks(3).......................................... 87,161,150 57.2%
David M. Sindelar(4)........................................ 2,941,840 2.1%
Timothy L. Conlon(5)........................................ 2,014,106 1.4%
Jack D. Furst(6)............................................ 717,256 *
Richard W. Vieser(7)........................................ 149,116 *
Kenneth F. Yontz(8)......................................... 125,000 *
The Rt. Hon. Brian Mulroney................................. -- --
William Cunningham.......................................... -- --
Joseph S. Catanzaro(9)...................................... 106,000 *
Barry L. Brigman(10)........................................ 162,500 *
Steven S.L. Tang(11)........................................ 106,666 *
James N. Mills(12).......................................... 3,787,257 2.7%
All executive officers and directors as a group (11
persons)(13).............................................. 97,272,225 63.0%
</Table>

- ---------------

* Represents less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock and
options, warrants or other convertible securities that are currently
exercisable or exercisable within 60 days of April 1, 2002 are deemed to be
outstanding and to be beneficially owned by the person holding those
options, warrants or other convertible securities for the purpose of
computing the percentage ownership of that person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person.

(2) These figures include 10,409,396 shares of common stock beneficially owned
by Hicks, Muse (1999) Fund IV, LLC and 74,191,146 shares of common stock
beneficially owned by Hicks Muse Fund III, Incorporated.

Of the 10,409,396 shares of common stock beneficially owned by Hicks, Muse
(1999) Fund IV, LLC:

141,934 shares are owned of record by HM4-EQ (1999) Coinvestors, L.P.
and 23,347 shares are issuable upon the exercise of a warrant owned by
HM4-EQ (1999) Coinvestors, L.P.;

25,369 shares are owned of record by HM4-EN (1999) Coinvestors, L.P.;

35,123 shares are issuable upon the exercise of a warrant owned by
HM4-SBS (1999) Coinvestors, L.P.;

8,683,593 shares are owned of record by HMTF Equity Fund IV (1999), L.P.
and 1,428,392 shares are issuable upon the exercise of a warrant owned
by HMTF Equity Fund IV (1999), L.P.; and

61,519 shares are owned of record by HMTF Private Equity Fund IV (1999),
L.P. and 10,119 shares are issuable upon the exercise of a warrant owned
by HMTF Private Equity Fund IV (1999), L.P.

Hicks, Muse (1999) Fund IV, LLC is the general partner of Hicks, Muse GP
(1999) Partners IV, L.P. and, therefore, may be deemed to be the beneficial
owner of shares beneficially owned by Hicks, Muse GP (1999) Partners IV,
L.P.; Hicks, Muse GP (1999) Partners IV, L.P. is the general partner of
HM4/GP (1999) Partners, L.P., HM4-EQ (1999) Coinvestors, L.P., HM4-EN
(1999) Coinvestors, L.P. and HM4-SBS (1999) Coinvestors, L.P. and,
therefore, may be deemed to be the beneficial owner of the shares
beneficially owned by HM4/GP (1999) Partners, L.P., the shares owned of
record by HM4-EQ (1999) Coinvestors, L.P., HM4-EN (1999) Coinvestors, L.P.,
and the shares issuable upon exercise of the warrant owned by HM4-SBS
(1999) Coinvestors, L.P.; and HM4/GP (1999) Partners, L.P. is the general
partner of HMTF Equity Fund IV (1999), L.P. and HMTF Private Equity Fund IV
(1999), L.P. and, therefore, may be deemed to be the beneficial owner of
the shares owned of record by HMTF Equity Fund IV (1999), L.P. and HMTF
Private Equity Fund IV (1999), L.P. and the shares issuable upon exercise
of the warrants owned by Equity Fund IV (1999), L.P. and HMTF Private
Equity Fund IV (1999), L.P.

Of the 74,191,146 shares of common stock beneficially owned by Hicks Muse
Fund III, Incorporated:

710,821 shares are owned of record by HM3 Coinvestors, L.P. and 222,522
shares are issuable upon the exercise of a warrant owned by HM3
Coinvestors, L.P.;

416,708 shares are owned of record by HMTF/Viasystems Partners, L.P.;

57,156,124 shares are owned of record by Hicks, Muse, Tate & Furst
Equity Fund III, L.P. and 8,204,452 shares are issuable upon the
exercise of a warrant owned by Hicks, Muse, Tate & Furst Equity Fund
III, L.P. and

7,480,519 shares are owned of record by stockholders that have entered
into that certain Amended and Restated Stockholders Agreement dated as
of June 6, 1997, as further amended.

Hicks Muse Fund III, Incorporated is the general partner of Hicks Muse GP
Partners III, L.P. and, therefore, may be deemed to be the beneficial owner
of shares beneficially owned by Hicks Muse GP Partners III, L.P.; Hicks
Muse GP Partners III, L.P. is the general partner of HM3/GP Partners, L.P.
and HM3 Coinvestors, L.P. and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by HM3/GP Partners, L.P.,
the shares owned of record by HM3 Coinvestors, L.P., and the shares
issuable upon exercise of the warrant owned by HM3 Coinvestors, L.P.;
HM3/GP Partners, L.P. is the general partner of HMTF/Viasystems Partners,
L.P. and Hicks, Muse, Tate & Furst Equity Fund III, L.P. and, therefore,
may be deemed to be the beneficial owner of the shares owned of record by
HMTF/Viasystems Partners, L.P., the shares beneficially owned by Hicks,
Muse, Tate & Furst Equity Fund III, L.P., the shares owned of record by
Hicks, Muse, Tate & Furst Equity Fund III, L.P., and the shares issuable
upon exercise of the warrant owned by Hicks, Muse, Tate & Furst Equity Fund
III, L.P.; and Hicks, Muse, Tate & Furst Equity Fund III, L.P. holds an
irrevocable proxy to vote the shares owned by the stockholders that have
entered into that certain Amended and Restated Stockholders Agreement and,
therefore, may be deemed to be the beneficial owner of the shares owned of
record by such stockholders (see section entitled "Agreements Relating to
the Election of Directors" in Item 10).

(3) These figures include 85,482,939 shares of common stock beneficially owned
by Mr. Hicks, 1,152,343 shares of common stock owned of record by Mr.
Hicks, and 525,868 shares of common stock issuable upon exercise of the
options owned by Mr. Hicks. Mr. Hicks disclaims beneficial ownership of
common stock not owned of record by him.

Of the 85,482,939 shares of common stock beneficially owned by Mr. Hicks:

10,409,396 shares are beneficially owned by Hicks, Muse (1999) Fund IV,
LLC and are described above in note (2);

74,191,146 shares are beneficially owned by Hicks Muse Fund III,
incorporated and are described above in note (2);

462,300 shares are owned of record by Hicks, Muse PG-IV (1999), C.V. and
76,045 shares are issuable upon the exercise of a warrant owned by
Hicks, Muse PG-IV (1999), C.V. ;

234,740 shares are issuable upon the exercise of an option owned by
Hicks, Muse & Co. Partners, L.P.;

31,031 shares are owned of record by TOH, Jr. Ventures, Ltd.;

19,658 shares are owned of record by TOH Investors, L.P.;

248 shares are owned of record by HM 1-FOF Coinvestors, L.P.; and

58,375 shares are owned of record by trusts for the benefit of Mr.
Hicks' children, of which Mr. Hicks is the trustee.

Mr. Hicks is the sole member of Hicks, Muse (1999) Fund IV, LLC and,
therefore, may be deemed to be the beneficial owner of shares beneficially
owned by Hicks, Muse (1999) Fund IV, LLC.

Mr. Hicks is the sole shareholder of Hicks Muse Fund III, Incorporated and,
therefore, may be deemed to be the beneficial owner of shares beneficially
owned by Hicks Muse Fund III, Incorporated.

Mr. Hicks is the sole member of HM Fund IV Cayman, LLC and, therefore, may
be deemed to be the beneficial owner of the shares beneficially owned by HM
Fund IV Cayman, LLC; HM Fund IV Cayman, LLC is the general partner of HM GP
Partners IV Cayman, L.P. and, therefore, may be deemed to be the beneficial
owner of the shares beneficially owned by HM GP Partners IV Cayman, L.P.;
HM GP Partners IV Cayman, L.P. is the general partner of HM Equity Fund
IV/GP Partners (1999), C.V. and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by HM Equity Fund IV/GP
Partners (1999), C.V.; and HM Equity Fund IV/GP Partners (1999), C.V. is
the general partner of Hicks, Muse PG-IV (1999), C.V. and, therefore, may
be deemed to be the beneficial owner of the shares owned of record by
Hicks, Muse PG-IV (1999), C.V. and the shares issuable upon the exercise of
the warrant owned by Hicks, Muse PG-IV (1999), C.V.

Mr. Hicks is the majority shareholder of HM Partners Inc. and, therefore,
may be deemed to be the beneficial owner of the shares beneficially owned
by HM Partners Inc.; HM Partners Inc. is the general partner of Hicks, Muse
& Co. Partners, L.P. and, therefore, may be deemed to be the beneficial
owner of the shares issuable upon exercise of the option owned by Hicks,
Muse & Co, Partners, L.P.

Mr. Hicks is the sole member of TOH Management Company, LLC and therefore,
may be deemed to be the beneficial owner of the shares beneficially owned
by TOH Management Company, LLC; TOH Management Company, LLC is the general
partner of TOH, Jr. Ventures, Ltd. and TOH Investors, L.P. and, therefore,
may be deemed to be the beneficial owner of the shares owned of record by
TOH, Jr. Ventures, Ltd. and TOH Investors, L.P.

Mr. Hicks is the sole shareholder of Hicks, Muse Latin America Fund I
Incorporated and, therefore, may be deemed to be the beneficial owner of
the shares beneficially owned by Hicks, Muse Latin America Fund I
Incorporated; Hicks, Muse Latin America Fund I Incorporated is the general
partner of Hicks, Muse GP Partners L.A., L.P. and, therefore, may be deemed
to be the beneficial owner of the shares beneficially owned by Hicks, Muse
GP Partners L.A., L.P.; Hicks, Muse GP Partners L.A., L.P. is the general
partner of HM 1-FOF Coinvestors, L.P. and, therefore, may be deemed to be
the beneficial owner of the shares owned of record by HM 1-FOF Coinvestors,
L.P.

(4) These figures include 2,204,583 shares of common stock beneficially owned
by Mr. Sindelar and 737,257 shares of common stock issuable upon exercise
of the options owned by Mr. Sindelar. Mr. Sindelar disclaims beneficial
ownership of common stock not owned of record by him.

Of the 2,204,583 shares of common stock beneficially owned by Mr. Sindelar:

2,084,583 shares are owned of record by D&S Trust #2, of which Mr.
Sindelar's brother is the sole trustee; and

120,000 shares are owned of record by two trusts for the benefit of Mr.
Sindelar's children, of which Mr. Sindelar is the trustee.

(5) These figures include 1,119,450 shares of common stock beneficially owned
by Mr. Conlon and 894,656 shares of common stock owned of record by Mr.
Conlon. Mr. Conlon disclaims beneficial ownership of shares of common stock
not owned of record by him.

Of the 1,119,450 shares of common stock beneficially owned by Mr. Conlon:

9,450 shares are owned of record by a trust for the benefit of Mr.
Conlon's family, of which Mr. Conlon is the trustee; and

1,110,000 shares are owned of record by Conlon Family L.P., of which Mr.
Conlon controls.

(6) These figures include 10,856 shares of common stock beneficially owned by
Mr. Furst, 375,220 shares of common stock owned of record by Mr. Furst, and
331,180 shares of common stock issuable upon exercise of the options owned
by Mr. Furst.

Of the 10,856 shares of common stock beneficially owned by Mr. Furst:

1,200 shares are owned of record by Mr. Furst's wife; and

9,656 shares are owned of record by JF Investors, L.P., the general partner
of which is controlled by Mr. Furst.

(7) These figures include 10,000 shares of common stock beneficially owned by
Mr. Vieser, 114,116 shares of common stock owned of record by Mr. Vieser,
and 25,000 shares of common stock issuable upon exercise of the options
owned by Mr. Vieser.

All of the 10,000 shares of common stock beneficially owned by Mr. Vieser
are owned of record by Mr. Vieser's wife.

(8) These figures include 33,333 shares of common stock beneficially owned by
Mr. Yontz, 83,333 shares of common stock owned of record by Mr. Yontz, and
8,334 shares of common stock issuable upon exercise of the options owned by
Mr. Yontz. Mr. Yontz disclaims beneficial ownership of common stock not
owned of record by him.

All of the 33,333 shares of common stock beneficially owned by Mr. Yontz
are owned of record by a trust for the benefit of Mr. Yontz's family, of
which Mr. Yontz is the trustee.

(9) These figures include 1,000 shares of common stock owned of record by Mr.
Catanzaro and 105,000 shares of common stock issuable upon exercise of the
options owned by Mr. Catanzaro.

(10) These figures include 162,500 shares of common stock issuable upon exercise
of the options owned by Mr. Brigman.

(11) These figures include 32,000 shares of common stock owned of record by Mr.
Tang and 74,666 shares of common stock issuable upon exercise of the
options owned by Mr. Tang.

(12) These figures include 3,154,906 shares of common stock beneficially owned
by Mr. Mills, 33,333 shares of common stock owned of record by Mr. Mills,
and 599,018 shares of common stock issuable upon exercise of the options
owned by Mr. Mills.

All of the 3,154,906 shares of common stock beneficially owned by Mr. Mils
are owned of record by a limited partnership controlled by Mr. Mills.

Mr. Mills was the Chief Executive Officer of Group through July 16, 2001
and a director of Group through fiscal 2001, however, Mr. Mills is no
longer an executive officer or a director of Group.

(13) These figures include 92,016,067 shares of common stock beneficially owned
by the directors and 2,686,001 shares of common stock owned of record by
the directors and officers, and 2,570,157 shares of common stock issuable
upon the exercise of options owned by the directors and officers.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SENIOR UNSECURED DEBT

on May 1, 2007. Interest is not payable currently, but rather will accrete
semi-annually and be payable in full at maturity of the senior unsecured notes.
The warrants are immediately exercisable and have an exercise price of $.01 per
share and terminate in 2011. We have allocated $30.0 million of the proceeds
from the senior unsecured notes to paid-in-capital and $70.0 million to debt,
which represents the relative fair value of the securities at the time of
issuance. The resulting debt discount of $30.0 million is being amortized, using
the effective interest method, over the life of the senior unsecured notes. At
December 31, 2001, the remaining unamortized discount was $26.9 million. The
fair value of the warrants was determined using a Black-Scholes pricing model,
assuming expected volatility of 116%, a risk-free rate of return of 3.0% and a
dividend yield of 0%. Mr. Hicks, Chairman of the Board of Group, is a principal
stockholder of Hicks, Muse, Tate & Furst Incorporated.

ACQUISITION OF VIASYSTEMS' INDEBTEDNESS

Affiliates of Hicks, Muse, Tate & Furst Incorporated hold $232.1 million of
Viasystems' 9 3/4 senior subordinated notes and $51.3 million of Viasystems'
senior secured bank debt acquired through open market purchases at a discount to
face amount. On March 29, 2002 we entered into an amendment to the credit
facility which governs Viasystems' senior secured bank debt. The amendment
provides, among other things, that the interest rate payable on borrowings under
the credit facility be increased by .25% per annum. Additionally, approximately
$1.5 million was paid to the credit facility lenders in connection with the
amendment. See section entitled "Liquidity and Capital Resources" in Item 7. Mr.
Hicks, Chairman of the Board of Group, is a principal stockholder of Hicks,
Muse, Tate & Furst Incorporated.

TRANSACTIONS WITH EUROPEAN PCB GROUP

We guaranteed approximately 12 million British Pounds (approximately $18.0
million) of an obligation with the Department of Trade and Industry (the "DTI")
of the United Kingdom in respect of a grant provided to Interconnection Systems
(Holdings) Limited ("ISL"). The grant is also secured by land and a building in
North Tyneside owned by ISL which has an appraised value in excess of the grant
obligation. On January 31, 2002, we and European PCB Group (Cayman Islands),
Ltd. ("European PCB Group") entered into a settlement agreement with the DTI.
Under the settlement agreement, we and European PCB Group jointly and severally
agreed to pay 12.0 million British Pounds (approximately $18.0 million) in 9
installments beginning January 31, 2002 and ending on December 31, 2003.

In 2001, we purchased an aggregate of $17.1 million of printed circuit
boards and other products from European PCB Group and had sales of $6.4 million
to European PCB Group. In addition, we paid approximately $4.4 million in
sales-force fees and commissions to European PCB Group and received $1.5 million
in management fees from European PCB Group in fiscal year 2001. Messrs. David M.
Sindelar, Group's Chief Executive Officer and a director, Timothy L. Conlon,
Group's President, Chief Operating Officer and a director, and Richard W. Vieser
and Kenneth F. Yontz, each directors, beneficially own equity interests in
European PCB Group.

PURCHASES FROM INTERNATIONAL WIRE GROUP, INC.

In conjunction with Group's initial public offering, Group acquired the
wire harness business of International Wire Group, Inc., an affiliate of Hicks,
Muse, Tate & Furst Incorporated. Group's wire harness operations, in accordance
with negotiated contract terms, purchased an aggregate of $36.8 million of
product from International Wire Group, Inc. in fiscal year 2001. Mr. Hicks,
Chairman of the Board of Group, is a principal stockholder of Hicks, Muse, Tate
& Furst Incorporated.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. Financial Statements

The information required by this item is included in Item 8 of Part II of
this Form 10-K.

2. Financial Statement Schedule

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31

<Table>
<Caption>
ALLOWANCE FOR DOUBTFUL ACCOUNTS -- BALANCE AT CHARGES TO BALANCE AT
DEDUCTED FROM RECEIVABLES IN THE BEGINNING ACQUISITIONS/ COST AND ACCOUNTS TRANSLATION END OF
BALANCE SHEET OF PERIOD (DISTRIBUTIONS) EXPENSES WRITTEN OFF ADJUSTMENTS PERIOD
- ---------------------------------- ---------- --------------- ---------- ----------- ----------- ----------
(IN THOUSANDS)

1999............................ $4,223 $2,632 $ 1,784 $ (973) $(255) $ 7,411
====== ====== ======= ======= ===== =======
2000............................ $7,411 $ (327)(1) $ 564 $ (383) $ (32) $ 7,233
====== ====== ======= ======= ===== =======
2001............................ $7,233 $ 302 $11,483 $(3,290) $ (74) $15,654
====== ====== ======= ======= ===== =======
</Table>

- ---------------

(1) Included in this figure is $(2,439) which was a reduction in the allowance
for doubtful accounts as a result of the distribution of the operations
formerly conducted by ISL Forward, Zincocelere and Viasystems Sweden in
March 2000. This reduction is offset by an increase in the allowance for
doubtful accounts of $2,112 from the acquisitions completed in 2000.

<Table>
<Caption>
VALUATION ALLOWANCE FOR
DEFERRED TAX ASSETS -- BALANCE AT CHARGES TO CHARGES TO BALANCE AT
DEDUCTED FROM DEFERRED BEGINNING ACQUISITIONS/ COST AND EXTRAORDINARY TRANSLATION END OF
TAXES IN THE BALANCE SHEET OF PERIOD (DISTRIBUTIONS) EXPENSES ITEMS ADJUSTMENTS PERIOD
- -------------------------- ---------- --------------- ---------- ------------- ----------- ----------

1999.................... $ 0 $ 0 $244,255 $ 0 $0 $244,255
======== =========== ======== ======= == ========
2000.................... $244,255 $ (87,723)(2) $230,967 $10,918 $0 $398,417
======== =========== ======== ======= == ========
2001.................... $398,417 $ 0 $128,000 $ 0 $0 $526,417
======== =========== ======== ======= == ========
</Table>

- ---------------

(2) Included here is the reduction in the valuation allowance as a result of the
distribution of the operations formerly conducted by ISL, Forward and
Zincocelere.

3. Exhibits

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

2.1 -- Securities Purchase Agreement, dated as of October 1, 1996,
among Viasystems Group, Inc. (formerly known as Circo Craft
Holding Company) and certain Purchasers (as defined
therein)(2)
2.2 -- Acquisition Agreement, dated as of November 26, 1996, among
Lucent Technologies Inc., Viasystems Group, Inc. (formerly
known as Circo Technologies Group, Inc.) and Viasystems,
Inc. (formerly known as Circo Craft Technologies, Inc.)(2)
2.3 -- Agreement and Plan of Merger, dated as of April 11, 1997 by
and among Viasystems Group, Inc., HMTF Acquisition, L.P.,
HMTF U.K. Acquisition Company, Hicks, Muse, Tate & Furst
Equity Fund III and HM3 Coinvestors, L.P.(2)
2.4 -- Agreement and Plan of Merger, dated as of June 5, 1997, by
and between Viasystems Group, Inc. and Chips Holdings,
Inc.(2)
2.5 -- Agreement and Plan of Merger, dated as of June 6, 1997, by
and between Viasystems, Inc. and Chips Acquisition, Inc.(2)
2.6 -- Acquisition Agreement, dated as of January 29, 1998, among
Viasystems B.V. and Print Service Holding N.V.(5)
2.7 -- Sale and Purchase Agreement, dated as of February 11, 1998,
between Viasystems, S.r.l., as purchaser, European Circuits
SA and individuals named therein, as sellers(5)
2.8 -- Share Purchase Agreement, dated August 1, 1999, among
Termbray Electronics (B.V.I.) Limited, Termbray Industries
International (Holdings) Limited, Viasystems, Inc. and
Viasystems Group, Inc.(7)
2.9 -- Stock Purchase Agreement, dated March 23, 2000, by and among
International Wire Group, Inc., Wirekraft Industries, Inc.
and Viasystems International, Inc.(14)
3.1 -- Amended and Restated Certificate of Incorporation of
Viasystems Group, Inc.(13)
3.2 -- Amended and Restated Bylaws of Viasystems Group, Inc.(13)
4.1 -- Credit Agreement, dated as of March 29, 2000, among
Viasystems Group, Inc., as Guarantor, Viasystems, Inc. as
U.S. Borrower, Viasystems Canada, Inc. and Print Service
Holding N.V., as Foreign Subsidiary Borrowers, The Several
Banks and other Financial Institutions parties thereto, The
Chase Manhattan Bank of Canada, as Canadian Administrative
Agent, Chase Manhattan Bank International Limited, as
Multicurrency Administrative Agent, and The Chase Manhattan
Bank, as Administrative Agent, Bank of America, N.A. as
Syndication Agent, Bankers Trust Company, as Syndication
Agent, and Chase Securities Inc., as Sole Book Manager and
Sole Lead Arranger.(13)
4.2 -- Indenture, dated as of June 6, 1997, by and between
Viasystems, Inc. and The Bank of New York, as Trustee(2)
4.3 -- Form of New Note (included in Exhibit 4.2, Exhibit B)
4.4 -- Indenture, dated as of February 17, 1998, by and between
Viasystems, Inc. and The Bank of New York, as Trustee(5)
4.5 -- Form of Exchange Note (included in Exhibit 4.4, Exhibit B)
4.6 -- First Amendment, dated April 23, 2001, to the Credit
Agreement, Dated as of March 29, 2000, among Viasystems
Group, Inc., as Guarantor, Viasystems, Inc., as U.S.
Borrower, Viasystems Canada, Inc. and Print Service Holding
N.V., as Foreign Subsidiary Borrowers, The Several Banks and
other Financial Institutions parties thereto, The Chase
Manhattan Bank of Canada, as Canadian Administrative Agent,
Chase Manhattan Bank International Limited, as Multicurrency
Administrative Agent, and The Chase Manhattan Bank, as
Administrative Agent, Bank of America, N.A. as Syndication
Agent, Bankers Trust Company, as Syndication Agent, and
Chase Securities Inc., as Sole Book Manager and Sole Lead
Arranger.(15)
</Table>

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

4.7 -- Second Amendment, dated as of June 28, 2001, to the Credit
Agreement, dated as of March 29, 2000, as amended by the
First Amendment dated as of April 23, 2001, among Viasystems
Group, Inc., Viasystems, Inc., as U.S. Borrower, Viasystems
Canada, Inc. And Print Service Holding N.V., as Foreign
Subsidiary Borrowers, the several banks and other financial
institutions parties thereto, The Chase Manhattan Bank of
Canada, as Canadian Administrative Agent, Chase Manhattan
Bank International Limited, as Multicurrency Administrative
Agent, and The Chase Manhattan Bank, as Administrative
Agent.(16)
4.8 -- Form of Warrant Certificate dated as of July 19, 2001,
issued in the denominations and to the investors listed on
Annex A thereto.(16)
4.9 -- Form of 14% Senior Note due 2007 dated as of July 19, 2001,
issued in the denominations and to the investors listed on
Annex A thereto.(16)
4.10 -- Registration Rights Agreement dated as of July 19, 2001, by
and among Viasystems Group, Inc. and the investors named
herein. (16)
4.11 -- Third Amendment, dated as of March 29, 2002, to the Credit
Agreement, dated as of March 29, 2000, as amended by the
First Amendment dated as of April 23, 2001, and the Second
Amendment dated as of June 28, 2001, among Viasystems Group,
Inc., Viasystems, Inc. as U.S. Borrower, Viasystems Canada,
Inc. and Print Service Holding N.V., as Foreign Subsidiary
Borrowers, the several banks and other financial
institutions parties thereto, The Chase Manhattan Bank of
Canada, as Canadian Administrative Agent, Chase Manhattan
Bank International Limited, as Multicurrency Administrative
Agent, and The Chase Manhattan Bank, as Administrative
Agent.(17)
4.12 -- Form of Indenture between Viasystems, Inc. and [Trustee](1)
10.1 -- Supply Agreement dated as of November 26, 1996, by and
between Lucent Technologies Inc. and Circo Craft
Technologies, Inc. (confidential treatment was granted with
respect to certain portions of this exhibit)(4)
10.2 -- Amended and Restated Viasystems Group, Inc. 1997 Stock
Option Plan(2)
10.3 -- Form of Amended and Restated Stock Option Agreement dated as
of March 30, 2000 between Viasystems Group, Inc. and James
N. Mills(12)
10.4 -- Form of Amended and Restated Stock Option Agreement dated as
of March 30, 2000 between Viasystems Group, Inc. and David
M. Sindelar(12)
10.5 -- Viasystems Group, Inc. Stock Option Agreement, dated as of
February 4, 1997, with Richard W. Vieser(3)
10.6 -- Viasystems Group, Inc. Stock Option Agreement, dated as of
February 4, 1997, with Kenneth F. Yontz(3)
10.7 -- Third Amended and Restated Monitoring and Oversight
Agreement, dated as of June 6, 1997, among Viasystems Group,
Inc., Viasystems, Inc., Viasystems Technologies Corp., Circo
Craft Co. Inc., Viasystems International, Inc., PCB
Acquisition Limited, PCB Investments PLC, Chips Acquisition
Limited and Hicks, Muse & Co. Partners, L.P.(3)
10.8 -- Third Amended and Restated Financial Advisory Agreement
dated as of June 6, 1997, among Viasystems Group, Inc.,
Viasystems, Inc., Viasystems Technologies Corp., Circo Craft
Co. Inc., Viasystems International, Inc., PCB Acquisition
Limited, PCB Investments PLC, Chips Acquisition Limited and
Hicks, Muse & Co. Partners, L.P.(3)
10.9 -- Amended and Restated Executive Employment Agreement, dated
as of February 16, 2000, by and among Viasystems Group,
Inc., Viasystems, Inc., Viasystems Technologies Corp. LLC
and James N. Mills(10)
10.10 -- Amended and Restated Executive Employment Agreement, dated
as of February 16, 2000, by and among Viasystems Group,
Inc., Viasystems, Inc., Viasystems Technologies Corp. LLC
and David M. Sindelar(10)
10.11 -- Agreement, dated as of December 30, 1996, between
Viasystems, Inc. (formerly known as Circo Craft
Technologies, Inc.) and the Communication Workers of
America(3)
</Table>

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

10.12 -- Environmental, Health and Safety Agreement, dated as of
November 26, 1996, between Lucent Technologies and
Viasystems, Inc. (formerly known as Circo Craft
Technologies, Inc.)(2)
10.13 -- Amended and Restated Executive Employment Agreement, dated
as of February 16, 2000, by and among Viasystems Group,
Inc., Viasystems, Inc. and Viasystems Technologies Corp. LLC
and Timothy L. Conlon(10)
10.14 -- Amended and Restated Stockholders Agreement, dated as of
June 6, 1997, among Viasystems Group, Inc. and certain
stockholders of Viasystems Group, Inc.(11)
10.15 -- First Amendment to Amended and Restated Stockholders
Agreement, dated as of November 4, 1998, among Viasystems
Group, Inc. and certain stockholders of Viasystems Group,
Inc.(11)
10.16 -- Parts Sourcing Contract, dated as of December 2, 1994, among
Wirekraft Industries, Inc. and General Electric Company
(Confidential treatment has been granted with respect to
certain portions of this exhibit.)(8)
10.17 -- Agreement dated as of December 29, 1995 among Wirekraft
Industries, Inc. and General Electric Company (Confidential
treatment has been granted with respect to certain portions
of this exhibit.)(9)
10.18 -- Viasystems Group, Inc. 1999 Key Management Incentive
Compensation Plan(11)
10.19 -- Contract Manufacturing Agreement, dated January 1, 2000, by
and between Mommers Print Service BV and Viasystems Sweden
AB(14)
10.20 -- Contract Manufacturing Agreement, dated January 1, 2000, by
and between Mommers Print Service BV and Viasystems Tyneside
Limited(14)
10.21 -- Supply Agreement, dated as of March 29, 2000, by and between
International Wire Group, Inc. and Wirekraft Industries,
Inc.(14)
10.22 -- Termination and Release Agreement, dated as of March 29,
2000, by and among Viasystems Group, Inc., Viasystems, Inc.,
Viasystems Technologies Corp., Viasystems Canada, Inc.
(f/k/a Circo Craft Co. Inc.), PCB Investments Limited,
Viasystems International, Inc., Viasystems Group Limited
(f/k/a PCB Acquisition Limited), Chips Acquisition Limited,
and Hicks, Muse & Co. Partners, L.P.(13)
10.23 -- Agreement dated as of February 4, 2002, among Viasystems
Group, Inc., Viasystems, Inc., Viasystems Technologies Corp.
LLC, Viasystems Milwaukee, Inc., Viasystems International,
Inc., Wire Harness LLC, Viasystems Milford LLC, Viasystems
San Jose, Inc., Viasystems Portland, Inc., and James N.
Mills(1)
21.1 -- Subsidiaries of Viasystems Group, Inc.(17)
23.1 -- Consent of PricewaterhouseCoopers LLP(17)
</Table>

- ---------------

(1) Filed herewith.

(2) Incorporated by reference to the Registration Statement of Viasystems, Inc.
on Form S-1. (File No. 333-29727).

(3) Incorporated by reference to Amendment No. 1 to the Registration Statement
of Viasystems, Inc. on Form S-1.

(4) Incorporated by reference to Amendment No. 2 to the Registration Statement
of Viasystems, Inc. on Form S-1.

(5) Incorporated by reference to Viasystems, Inc.'s 1997 Annual Report on Form
10-K.

(6) Incorporated by reference to Viasystems, Inc.'s 1998 Annual Report on Form
10-K.

(7) Incorporated by reference to the Form 8-K/A of Viasystems, Inc. filed on
October 15, 1999.

(8) Incorporated by reference to the Registration Statement of International
Wire Group, Inc. on Form S-1 (File No. 333-93970).

(9) Incorporated by reference to International Wire Group, Inc.'s 1995 Annual
Report on Form 10-K.

(10) Incorporated by reference to Amendment No. 1 to Viasystems Group, Inc.'s
Registration Statement on Form S-1 (File No. 333-94321).

(11) Incorporated by reference to Amendment No. 2 to Viasystems Group, Inc.'s
Registration Statement on Form S-1 (File No. 333-94321).

(12) Incorporated by reference to Amendment No. 3 to Viasystems Group, Inc.'s
Registration Statement on Form S-1 (File No. 333-94321).

(13) Incorporated by reference to Viasystems Group, Inc.'s Form 10-Q filed on
May 10, 2000.

(14) Incorporated by reference to Viasystems Group, Inc.'s Registration
Statement on Form S-1 (File No. 333-46780).

(15) Incorporated by reference to Viasystems Group, Inc.'s Form 10-Q filed on
May 3, 2001.

(16) Incorporated by reference to Viasystems Group, Inc.'s Form 10-Q filed on
July 30, 2001.

(17) Incorporated by reference to Viasystems Group, Inc.'s 2001 Annual Report on
Form 10-K filed on April 1, 2002.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of 2001.

EXHIBIT B-2

Viasystems Group, Inc.'s Form 10-Q
for the quarter ended June 30, 2002

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------

FORM 10-Q

<Table>

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO
</Table>

COMMISSION FILE NUMBER 001-15755

VIASYSTEMS GROUP, INC.
(Exact name of Registrant as specified in charter)

<Table>

DELAWARE 75-2668620
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</Table>

101 SOUTH HANLEY ROAD
ST. LOUIS, MO 63105
(314) 727-2087
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

<Table>
<Caption>
CLASS OUTSTANDING AT AUGUST 14, 2002
----- ------------------------------

Viasystems Group, Inc. Common Stock, par value $.01 per 141,534,081 shares
share
</Table>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
PAGE
----

PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Viasystems Group, Inc. & Subsidiaries
Condensed Consolidated Balance Sheets as of December 31,
2001 and June 30, 2002................................. 1
Condensed Consolidated Statements of Operations for the
three and six months ended June 30, 2001 and 2002...... 2
Condensed Consolidated Statements of Cash Flows for the
three and six months ended June 30, 2001 and 2002...... 3
Notes to Condensed Consolidated Financial Statements...... 4
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition........................ 12
Item 3. Quantitative and Qualitative Disclosures about
Market Risk............................................... 17

PART II -- OTHER INFORMATION
Item 3. Defaults Upon Senior Securities.................... 18
Item 6. Exhibits and Reports on Form 8-K................... 18
</Table>

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
DECEMBER 31, JUNE 30,
2001 2002
------------ ------------
(UNAUDITED)
(IN THOUSANDS)

ASSETS

Current assets:
Cash and cash equivalents................................. $ 34,202 $ 85,153
Accounts receivable, net.................................. 157,443 173,918
Inventories............................................... 113,589 106,862
Prepaid expenses and other................................ 37,036 40,694
----------- -----------
Total current assets................................... 342,270 406,627
Property, plant and equipment, net.......................... 353,651 336,267
Intangibles and other assets, net........................... 292,124 275,018
----------- -----------
Total assets........................................... $ 988,045 $ 1,017,912
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current maturities of long-term obligations and amounts
subject to acceleration (includes $0 and $368,243 held
by related parties, respectively)...................... $ 3,215 $ 1,100,660
Accounts payable.......................................... 125,897 130,158
Accrued and other liabilities............................. 90,502 106,559
Income taxes payable...................................... 602 2,463
----------- -----------
Total current liabilities.............................. 220,216 1,339,840
Long-term obligations, less current maturities (includes
$242,900
And $0 held by related parties, respectively)............. 1,037,704 9,759
Other non-current liabilities............................... 40,449 39,778
Preferred Stock:
Series B preferred stock.................................. 51,612 54,658
Stockholders' equity:
Common stock.............................................. 1,416 1,416
Paid-in capital........................................... 1,581,606 1,578,560
Accumulated deficit....................................... (1,901,957) (1,975,217)
Treasury stock, at cost................................... (122) (122)
Accumulated other comprehensive loss...................... (42,879) (30,760)
----------- -----------
Total stockholders' equity............................. (361,936) (426,123)
----------- -----------
Total liabilities and stockholders' equity............. $ 988,045 $ 1,017,912
=========== ===========
</Table>

See accompanying notes to condensed consolidated financial statements.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2001 2002 2001 2002
--------- -------- --------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

Net sales........................................ $ 309,149 $231,593 $ 698,340 $456,304
Operating expenses:
Cost of goods sold............................. 305,716 189,954 616,164 373,705
Selling, general and administrative............ 23,298 22,604 51,799 45,853
Depreciation................................... 21,915 18,384 44,177 36,338
Amortization................................... 11,726 6,590 23,193 13,312
Reorganization expenses........................ -- 4,590 -- 4,590
Restructuring and impairment charges........... 105,524 7,566 117,531 7,566
--------- -------- --------- --------
Operating loss................................... (159,030) (18,095) (154,524) (25,060)
Other expenses:
Interest expense, net.......................... 23,949 26,087 45,997 50,727
Amortization of deferred financing costs....... 949 1,206 1,785 2,316
Other expense (income), net.................... 613 (4,913) 971 (4,843)
--------- -------- --------- --------
Loss before income taxes......................... (184,541) (40,475) (203,277) (73,260)
Income taxes..................................... -- -- -- --
--------- -------- --------- --------
Net loss.................................... $(184,541) $(40,475) $(203,277) $(73,260)
========= ======== ========= ========
Basic net loss per weighted average common
share.......................................... $ (1.32) $ (0.30) $ (1.47) $ (0.54)
========= ======== ========= ========
Diluted net loss per weighted average common
share.......................................... $ (1.32) $ (0.30) $ (1.47) $ (0.54)
========= ======== ========= ========
</Table>

See accompanying notes to condensed consolidated financial statements.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
--------------------
2001 2002
--------- --------
(IN THOUSANDS)
(UNAUDITED)

Cash flows from operating activities:
Net loss.................................................. $(203,277) $(73,260)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization.......................... 67,370 49,650
Amortization of deferred financing costs............... 1,786 2,316
Joint venture income................................... (187) (298)
Gain on sale of joint venture interest................. -- (4,187)
Paid-in-kind interest and amortization of discount on
Senior Unsecured Notes................................ -- 10,844
Paid-in-kind notes for interest on notes due from
affiliates............................................ (3,079) --
Impairment of assets................................... 75,043 4,748
Write-off of inventory................................. 49,290 --
Deferred taxes......................................... -- (494)
Change in assets and liabilities, net of acquisitions:
Accounts receivable.................................. 26,502 (13,348)
Inventories.......................................... 44,407 9,024
Prepaid expenses and other........................... 16,063 (2,361)
Accounts payable and accrued and other liabilities... (93,710) 15,649
Income taxes payable................................. (1,352) (1,940)
--------- --------
Net cash used in operating activities............. (21,144) (3,657)
Cash flows from investing activities:
Acquisitions, net of cash acquired........................ (10,564) --
Sale of joint venture interest............................ -- 14,500
Capital expenditures...................................... (50,510) (15,660)
--------- --------
Net cash used in investing activities............. (61,074) (1,160)
Cash flows from financing activities:
Repayment of amounts due under the chips loan notes....... (285,312) --
Borrowings under the credit agreement term loans.......... 288,750 --
Repayments under the credit agreement term loans.......... -- (500)
Net borrowings on revolvers............................... 72,600 60,000
Net repayments of other long-term obligations............. (15,325) (648)
Financing fees and other.................................. (2,062) (3,192)
--------- --------
Net cash provided by financing activities......... 58,651 55,660
Effect of exchange rate changes on cash and cash
equivalents............................................... (1,213) 108
--------- --------
Net change in cash and cash equivalents..................... (24,780) 50,951
Cash and cash equivalents -- beginning of the period........ 45,676 34,202
--------- --------
Cash and cash equivalents -- end of the period.............. $ 20,896 $ 85,153
========= ========
</Table>

See accompanying notes to condensed consolidated financial statements.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)

1. BASIS OF PRESENTATION

The unaudited interim condensed consolidated financial statements of
Viasystems Group, Inc. ("Group") and its subsidiaries reflect all adjustments
consisting only of normal recurring adjustments that are, in the opinion of
management, necessary for a fair presentation of financial position and results
of operations. Group, together with its subsidiaries, is herein referred to as
the "Company." The results for the three and six months ended June 30, 2002, are
not necessarily indicative of the results that may be expected for a full fiscal
year. These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in Group's 2001
Annual Report on Form 10-K and other filings made with the Securities and
Exchange Commission.

2. SALE OF JOINT VENTURE INTEREST

In June 2002, the Company sold its entire equity interest in Raintherm
Limited, a manufacturer of thermal management systems used in custom metal
enclosures to A/S Dantherm Holding Company. In connection with such disposition,
the Company entered into a supply agreement with the buyer, whereby, the Company
agreed to purchase, to the extent needed, certain thermal management products
from the buyer. Total consideration received was $14,500 resulting in a gain on
sale of $4,187 recorded in other income in the condensed consolidated statement
of operations.

3. RESTRUCTURING AND IMPAIRMENT CHARGES

In light of the continued economic downturn related to many of its key
telecommunication and networking customers, the Company has continued its
restructuring activities during 2002. The continued downturn has made it
necessary for the Company to regularly evaluate its cost position compared to
currently anticipated levels of business. During 2002, this continued evaluation
has resulted in additional plant shutdowns and downsizings to reduce costs to
more appropriate levels, in line with current and expected customer demand. A
summary of the restructuring activity taken during 2002 is as follows:

During the quarter ended March 31, 2002, the Company recorded a
restructuring charge of $1,646, primarily related to workforce reductions at its
Italian metal fabrication and assembly facility. The workforce reduction
impacted a total of 82 employees all of which were regular employees. Seven of
these employees were terminated by March 31, 2002, with an additional 31
employees to be terminated by the end of 2002 and the remainder to be terminated
in 2003.

Additionally, during the quarter ended March 31, 2002, the Company reversed
$1,646 of excess restructuring accruals, primarily related to the closure of its
Puerto Rico PCB fabrication facility.

During the quarter ended June 30, 2002, the Company recorded a
restructuring charge of $2,818 primarily related to the closure of its remaining
printed circuit board assembly operation in San Jose, California and other
workforce reductions in North America. The San Jose facility closure impacted a
total of 198 employees, all of which were regular, non-union employees. 173 of
these employees were terminated by the end of July 2002, the last month of
operations with the remaining 25 transition team employees to be terminated
during the third quarter of 2002. The other North American workforce reductions
impacted a total of 73 employees, of which, 49 were regular, non-union employees
and 24 were temporary employees.

In connection with the closure of the San Jose, California printed circuit
board assembly operation, the Company also recorded impairment charges totaling
$4,748 to write-down to fair value assets being held for sale related to this
operation. The impairment consisted of a write-down of $1,888 for land and
building and $2,860 for machinery and equipment as well as office equipment. The
Company is actively holding this

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

property and equipment for sale and expects to complete the disposal of these
assets during 2002. At June 30, 2002, these assets had a net book value of
$6,598, of which, $4,600 related to the land and building.

Below is a table summarizing restructuring and impairment activity for the
six months ended June 30, 2002:

<Table>
<Caption>
THREE MONTHS ENDED CUMULATIVE DRAWDOWNS
BALANCE AT ------------------------------------------ --------------------- BALANCE AT
DECEMBER 31, MARCH 31, JUNE 30, CASH NON-CASH JUNE 30,
2001 2002 2002 REVERSALS TOTAL PAYMENTS CHARGES 2002
------------ --------- -------- --------- ------- --------- --------- ----------

Restructuring
Activities:
Personnel and
severance........... $ 7,570 $1,106 $1,802 $ -- $ 2,908 $2,631 $ -- $ 7,847
Lease and other
contractual
commitments......... 7,343 540 25 (1,646) (1,081) 1,948 -- 4,314
Other................. 155 -- 991 -- 991 57 -- 1,089
Asset Impairments....... -- -- 4,748 -- 4,748 -- 4,748 --
------- ------ ------ ------- ------- ------ ------ -------
Total restructuring and
impairment charges.... $15,068 $1,646 $7,566 $(1,646) $ 7,566 $4,636 $4,748 $13,250
======= ====== ====== ======= ======= ====== ====== =======
</Table>

4. INVENTORIES

The composition of inventories at June 30, 2002, is as follows:

<Table>

Raw materials............................................... $ 50,058
Work in process............................................. 31,130
Finished goods.............................................. 25,674
--------
Total.................................................. $106,862
========
</Table>

5. GOODWILL AND OTHER INTANGIBLE ASSETS

Effective January 1, 2002, the Company implemented Statement of Financial
Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible
Assets", and as a result, ceased amortizing goodwill and other indefinite lived
intangible assets.

Also in connection with the implementation, the Company evaluated its
goodwill and other indefinite lived intangible assets for impairment in
accordance with SFAS 142. The evaluation did not result in an impairment charge
at any of the Company's reporting units.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Had the implementation of SFAS 142 occurred at January 1, 2001, and
amortization of goodwill ceased, net loss, basic net loss per weighted average
common share and diluted net loss per weighted average common share for the
three and six months ended June 30, 2001, would have been as follows:

<Table>
<Caption>
JUNE 30, 2001
-------------------------
THREE MONTHS SIX MONTHS
ENDED ENDED
------------ ----------

Net loss, as reported....................................... $(184,541) $(203,277)
Add back: goodwill amortization............................. 4,765 9,495
--------- ---------
Adjusted net loss........................................... $(179,776) $(193,782)
========= =========
Adjusted basic net loss per weighted average common share... $ (1.28) $ (1.40)
========= =========
Adjusted diluted net loss per weighted average common
share..................................................... $ (1.28) $ (1.40)
========= =========
</Table>

Included in the Company's intangible assets at December 31, 2001 and June
30, 2002 is goodwill totaling approximately $213,000 that is not subject to
amortization. During the three and six months ended June 30, 2002, there were no
acquisitions of intangible assets. The components of intangible assets subject
to amortization were as follows:

<Table>
<Caption>
DECEMBER 31, 2001 JUNE 30, 2002
----------------------------- -----------------------------
GROSS CARRYING ACCUMULATED GROSS CARRYING ACCUMULATED
AMOUNT AMORTIZATION AMOUNT AMORTIZATION
-------------- ------------ -------------- ------------

Developed technologies........... $ 37,443 $(14,969) $ 38,689 $(17,191)
Customer list.................... 70,240 (57,463) 70,642 (68,815)
Other............................ 2,651 (496) 2,651 (688)
-------- -------- -------- --------
Total....................... $110,334 $(72,928) $111,982 $(86,694)
======== ======== ======== ========
</Table>

Expected future annual amortization expense is as follows:

<Table>

Fiscal Years:
2002*..................................................... $ 3,679
2003...................................................... 2,845
2004...................................................... 2,455
2005...................................................... 2,207
2006...................................................... 2,010
Thereafter................................................ 12,092
-------
$25,288
=======
</Table>

- ---------------

* Represents remaining six month period ending December 31, 2002.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. LONG-TERM OBLIGATIONS AND PLAN OF REORGANIZATION

The composition of long-term obligations at June 30, 2002, is as follows:

<Table>

Credit Agreement:
Term facilities........................................... $ 437,250
Revolvers................................................. 70,600
Senior Subordinated Notes due 2007.......................... 400,000
Series B Senior Subordinated Notes due 2007................. 100,000
Series B Senior Subordinated Notes due 2007, Premium........ 2,814
Senior Unsecured Notes, including paid-in-kind interest of
$13,810................................................... 113,810
Senior Unsecured Notes, discount............................ (23,440)
Other and capital lease obligations......................... 9,385
----------
1,110,419
Less: current maturities and amounts subject to
acceleration.............................................. 1,100,660
----------
$ 9,759
==========
</Table>

The Company has experienced and continues to experience financial
difficulties primarily as a result of the dramatic downturn in telecommunication
and networking component demand that occurred in 2001 and continues through
2002. The economic downturn affecting the Company's large telecommunication and
networking customer base has resulted in slower sales and weaker cash flows than
management originally expected. As a result of the downturn and the Company's
highly leveraged capital structure, the Company failed to satisfy certain
financial maintenance covenants contained in its senior secured credit facility
at the end of the first quarter of 2002.

In anticipation of this circumstance, during the first quarter of 2002, the
Company's board of directors established a special committee and retained
Rothschild Inc. as independent financial advisor to evaluate recapitalization
alternatives that would reduce its debt and strengthen its balance sheet. In
addition, the Company entered into an amendment to the senior secured credit
facility on March 29, 2002 and a subsequent amendment on May 29, 2002 under
which its senior secured credit facility lenders agreed to refrain from
exercising any rights or remedies under such facility in respect of the
Company's failure to comply with specified covenants thereunder prior to August
29, 2002. Under the terms of the amendments, the Company's revolving borrowings
under the senior secured credit facility are limited to $100 million, unless its
consolidated net sales for the preceding eight week period exceed specified
thresholds, in which case the Company's revolving loan availability is increased
to $150 million. The amendments further increased the interest rates payable on
these borrowings by .25% per annum, imposed additional financial and operating
restrictions and provides for the grant of certain additional liens to secure
these borrowings.

On May 30, 2002, the Company also announced that in light of these
developments and consistent with the terms of the forbearance agreement with the
senior secured credit facility lenders, the Company would not make the scheduled
$24.4 million interest payment on our senior subordinated notes that was due on
June 3, 2002. As a result of the failure to make this interest payment, an event
of default has occurred and is continuing under its senior subordinated notes.
Accordingly, the holders of these notes currently have the right to accelerate
payment thereunder. In addition, if the senior secured credit facility lenders
demand repayment of such indebtedness following the expiration of the existing
forbearance agreement, the holders of the Company's senior unsecured notes will
have the right to accelerate payment thereunder.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During the second fiscal quarter of 2002, the Company began negotiations
with its senior secured credit facility lenders, holders of its senior unsecured
notes and holders of its senior subordinated notes regarding a recapitalization
plan.

On July 2, 2002, the Company announced that it had reached an agreement in
principle with the steering committee of the senior secured credit facilities,
affiliates of Hicks, Muse, Tate & Furst Incorporated, and an ad hoc committee of
the holders of senior subordinated notes of Viasystems, Inc. regarding the terms
of a recapitalization plan. Members of these creditor groups hold collectively
approximately 42% of the existing outstanding indebtedness under the Company's
senior secured credit facility, 100% of the principal amount of outstanding
unsecured senior notes and 70% of the principal amount of outstanding senior
subordinated notes.

The agreement in principle provides for the modification of the terms of
the Company's existing senior secured indebtedness and the conversion of
approximately $715 million of existing indebtedness into preferred and common
stock. The agreement in principle also contemplates the execution of an as yet
uncommitted revolving credit facility to meet the Company's future working
capital requirements. Based on the terms of the agreement in principle and
ongoing negotiations with the Company's creditor constituencies, it is
anticipated that holders of Viasystems Group, Inc.'s preferred stock will
receive a nominal distribution in the form of warrants to purchase common stock
and that the holders of common stock will receive no recovery.

The Company has continued the negotiation of definitive agreements with its
principal creditor constituencies to implement the recapitalization transactions
contemplated by the agreement in principle. The Company's objective is to
complete these negotiations, execute the definitive agreements and publicly
announce the recapitalization plan as soon as possible, preferably within the
next two weeks. However, there can be no assurance that the Company will succeed
in completing the negotiations and entering into the definitive agreements or
that the recapitalization plan contemplated by the agreement in principle will
be consummated on the terms described above, if at all.

As of June 30, 2002, the Company had $85.2 million of cash and cash
equivalents and the Company had revolver availability under the senior secured
credit facility of $17.9 million.

The Company anticipates that its primary uses of cash for the next twelve
months will be:

- to meet working capital requirements;

- for capital expenditures for maintenance, replacement and acquisitions of
equipment, expansion of capabilities, productivity improvements and
product and process technology development; and

- to pay interest on, and to repay principal of, indebtedness under its
senior secured credit facility.

The Company's primary sources of cash are cash on hand, cash from operating
activities and revolving borrowings under its existing senior secured credit
facility. These sources of cash would be sufficient to meet the Company's
anticipated requirements for working capital, capital expenditures, and debt
service under its senior secured credit facility over the next 12 months, but
would not be sufficient to make required interest payments on its senior
subordinated notes. Further, in the event the Company's senior secured lenders
demand repayment of such indebtedness following the expiration of the existing
forbearance agreement on August 29, 2002, or the holders of the Company's senior
unsecured and senior subordinated notes elect to seek acceleration and repayment
of that indebtedness, the Company would not have sufficient liquidity to repay
such indebtedness and the Company would not expect to be able to refinance such
indebtedness. As there are currently no agreements in place with these lenders
to refrain from exercising these rights and there can be no assurance that the
recapitalization plan contemplated by the agreement in principle will be
successfully implemented, the Company has reclassified this indebtedness, in the
approximate aggregate amount of $1.0 billion, as current liabilities.

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Borrowings under the Company's existing senior secured credit facility bear
interest at floating rates which vary according to the interest option the
Company selects. Base rate term loans bear interest at the then effective base
rate plus an applicable margin ranging from 2.50% to 3.00%. Eurocurrency term
loans bear interest at the then effective eurocurrency base rate plus an
applicable margin ranging from 3.50% to 4.00%. Revolving credit loans bear
interest, at our option, at the then effective base rate plus 2.5% or the then
effective eurocurrency base rate plus 3.50%. The Company's senior subordinated
notes bear interest, payable semiannually, at the rate of 9 3/4% per annum.

7. COMPREHENSIVE INCOME

The components of comprehensive income, net of tax, are as follows:

<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2001 2002 2001 2002
--------- -------- --------- --------

Net loss................................. $(184,541) $(40,475) $(203,277) $(73,260)
Gain on derivatives instruments
designated and qualifying as foreign
currency cash flow hedging
instruments............................ 1,313 -- 2,301 --
Foreign currency translation
adjustments............................ (1,626) 13,127 (14,602) 12,119
--------- -------- --------- --------
Comprehensive loss..................... $(184,854) $(27,348) $(215,578) $(61,141)
========= ======== ========= ========
</Table>

8. BUSINESS SEGMENT INFORMATION

The Company operates in one product business segment -- a worldwide
vertically integrated independent provider of electronics manufacturing
services, which are sold throughout many diverse markets.

The Company's operations are located worldwide and are analyzed by three
geographical segments. Segment data includes intersegment revenues.

Pertinent financial data by major geographic segments is as follows:

<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2001 2002 2001 2002
--------- -------- --------- --------

NET SALES:
North America.......................... $ 163,904 $132,427 $ 380,869 $261,942
Europe................................. 72,131 32,062 173,892 67,682
Asia................................... 78,422 77,108 152,386 147,441
Eliminations........................... (5,308) (10,004) (8,807) (20,761)
--------- -------- --------- --------
Total............................... $ 309,149 $231,593 $ 698,340 $456,304
========= ======== ========= ========
OPERATING INCOME (LOSS):
North America.......................... $(160,535) $(19,532) $(177,970) $(20,771)
Europe................................. 106 (4,774) 11,662 (10,738)
Asia................................... 1,399 6,211 11,784 6,449
Eliminations........................... -- -- -- --
--------- -------- --------- --------
Total............................... $(159,030) $(18,095) $(154,524) $(25,060)
========= ======== ========= ========
</Table>

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. EARNINGS PER SHARE

Basic earnings per common share amounts are computed using the weighted
average number of common shares outstanding during the period. Basic earnings
per weighted average common share are computed as follows:

<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2001 2002 2001 2002
----------- ----------- ----------- -----------

Net loss......................... $(184,541) $(40,475) $(203,277) $(73,260)
Plus paid-in-kind dividends and
accretion on preferred stock... (1,354) (1,549) (2,663) (3,046)
----------- ----------- ----------- -----------
Net loss applicable to common
shareholders................... $(185,895) $(42,024) $(205,940) $(76,306)
=========== =========== =========== ===========
Basic weighted average common
shares outstanding............. 141,199,929 141,534,081 140,243,824 141,534,081
=========== =========== =========== ===========
Basic net loss per weighted
average common share........... $ (1.32) $ (0.30) $ (1.47) $ (0.54)
=========== =========== =========== ===========
</Table>

Diluted earnings per weighted average common share are computed as follows:

<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2001 2002 2001 2002
----------- ----------- ----------- -----------

Net loss......................... $(184,541) $(40,475) $(203,277) $(73,260)
Plus paid-in-kind dividends and
accretion on preferred stock... (1,354) (1,549) (2,663) (3,046)
----------- ----------- ----------- -----------
Net loss applicable.............. $(185,895) $(42,024) $(205,940) $(76,306)
=========== =========== =========== ===========
Diluted weighted average common
shares outstanding............. 141,199,929 141,534,081 140,243,824 141,534,081
=========== =========== =========== ===========
Diluted net loss per weighted
average common share........... $ (1.32) $ (0.30) $ (1.47) $ (0.54)
=========== =========== =========== ===========
</Table>

As a result of losses incurred for the three and six months ended June 30,
2001 and 2002, the following potentially dilutive securities were not included
in diluted earnings per share because their inclusion would be anti-dilutive:

<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
2001 2002 2001 2002
--------- ---------- --------- ----------

Stock options.......................... 7,545,483 9,534,863 7,545,483 9,534,863
Stock warrants......................... 136,645 10,136,645 136,645 10,136,645
</Table>

10. NEW ACCOUNTING STANDARDS

VIASYSTEMS GROUP, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

accreted to its present value, and the capitalized cost would be depreciated
over the useful life of the related asset. Upon settlement of the liability, an
entity would either settle the obligation for its recorded amount or incur a
gain or loss upon settlement. The Company is currently assessing the impact, if
any, of SFAS No. 143 on its financial position, results of operations and cash
flows as well as timing of its adoption.

In April 2002, the Financial Accounting Standards Board issued SFAS No. 145
"Gain or loss on early extinguishment of debt", to be effective for fiscal years
beginning after May 15, 2002, with immediate effectiveness for certain
transactions occurring after May 15, 2002, with overall early adoption
permitted. SFAS No. 145 among other things, eliminated the prior requirement
that all gains and losses from the early extinguishment of debt be classified as
an extraordinary item. Upon adoption of SFAS No. 145, gains and losses from the
early extinguishment of debt are now classified as an extraordinary item only if
they meet the "unusual and infrequent" criteria contained in Accounting
Principles Bulletin ("APBO") No. 30. In addition, upon adoption of SFAS No. 145,
all gains and losses from the early extinguishment of debt that had been
classified as an extraordinary item are to be reassessed to determine if they
would have met the "unusual and infrequent" criteria of APBO No. 30; any such
gain or loss that would not have met the APBO No. 30 criteria are retroactively
reclassified and reported as a component of income before extraordinary item.
The Company is currently assessing the impact of SFAS No. 145 on its financial
position, results of operations and cash flows.

In June 2002, Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" to be
effective for exit or disposal activities initiated after December 15, 2002 with
early adoption encouraged. SFAS No. 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. SFAS No. 146 also establishes that
fair value is the objective for initial measurement of the liability. This
Statement applies to costs associated with an exit activity that does not
involve an entity newly acquired in a business combination or with a disposal
activity covered by SFAB No. 144. This statement does not apply to costs
associated with the retirement of a long-lived asset covered by SFAS No. 143.
The Company is currently assessing the impact of SFAS No. 146 on its financial
position, results of operations and cash flows as well as timing of its
adoption.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and the notes thereto included in
this Form 10-Q.

We have made forward-looking statements in this Form 10-Q that are based on
our management's beliefs and assumptions and on information currently available
to our management. Forward-looking statements include the information concerning
our possible or assumed future results of operations, business strategies,
financing plans, competitive position, potential growth opportunities, and the
effects of competition. Forward-looking statements include all statements that
are not historical facts and can be identified by the use of forward-looking
terminology such as the words "believes," "expects," "anticipates," "intends,"
"plans," "estimates," or other similar expressions.

You should understand that many important factors could cause our results
to differ materially from those expressed in forward-looking statements. These
factors include, but are not limited to, fluctuations in our operating results
and customer orders, unexpected decreases in demand or increases in our
inventory levels, our competitive environment, our reliance on our largest
customers, risks associated with our international operations, our ability to
protect our patents and trade secrets, environmental laws and regulations, our
relationship with unionized employees, risks associated with our acquisition
strategy, our substantial indebtedness, control by our largest stockholders and
other factors.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2002, COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

Net sales for the three months ended June 30, 2002 were $231.6 million,
representing a $77.6 million, or 25.1% decrease, from the same period in 2001.
The decrease was primarily a result of continued weakness in sales to North
American and European telecommunication and networking customers.

Cost of goods sold for the three months ended June 30, 2002 was $190.0
million, or 82.0% of sales, compared to $256.4 million, or 82.9% of sales
(excluding one-time write-offs of inventory totaling $49.3 million related to
restructurings), for the three months ended June 30, 2001. Cost of goods sold as
a percent of net sales increased as a result of lower absorption of our fixed
overhead cost in our facilities throughout North America, Europe and Asia due to
lower demand from our key telecommunication and networking customers.

Selling, general and administrative expenses for the three months ended
June 30, 2002 of $22.6 million decreased by $0.7 million versus the comparable
period in 2001. These costs decreased primarily due to cost reduction and
restructuring activities implemented during 2001 and 2002.

Depreciation and amortization decreased $8.6 million, from $33.6 million
for the quarter ended June 30, 2001, to $25.0 million for the same period of
2002, primarily due to the implementation of Statement of Accounting Standards
No. 142, "Goodwill and Other Intangible Assets", whereby, effective January 1,
2002, goodwill and indefinite lived intangibles are no longer amortized and due
to the fixed assets disposed of in connection with the 2001 restructuring and
impairment activity.

During the quarter ended June 30, 2002 we incurred $4.6 million in
professional fees related to our plan of reorganization to reduce debt on our
balance sheet.

Interest expense increased $2.1 million, from $24.0 million for the quarter
ended June 30, 2001, to $26.1 million for the same period of 2002, primarily due
to increased interest expense related to the Senior Unsecured Notes partially
offset by lower market benchmark interest rates compared to the second quarter
of 2001.

Amortization of deferred financing costs increased $0.3 million, from $0.9
million for the quarter ended June 30, 2001, to $1.2 million for the same period
in 2002 due to amortization of deferred financing fees related to amendments to
our Senior Credit Facility during 2002.

Included in other expense (income) for the quarter ended June 30, 2002, was
income of $4.2 million, representing a gain on the sale of our joint venture
interest in Raintherm Limited, a manufacturer of thermal management systems used
in custom metal enclosures.

In light of the continued economic downturn related to many of our key
telecommunication and networking customers, we have continued our restructuring
activities during 2002. The continued downturn has made it necessary for us to
regularly evaluate our cost position compared to currently anticipated levels of
business. During 2002, this continued evaluation has resulted in additional
plant shutdowns and downsizings to reduce costs to more appropriate levels, in
line with current and expected customer demand. A summary of the restructuring
activity taken during 2002 is as follows:

During the quarter ended June 30, 2002, we recorded a restructuring charge
of $2.8 million primarily related to the closure of our remaining printed
circuit board assembly operation in San Jose, California and other workforce
reductions in North America. The San Jose facility closure impacted a total of
198 employees, all of which were regular, non-union employees. 173 of these
employees were terminated by the end of July 2002, the last month of operations
with the remaining 25 transition team employees to be terminated during the
third quarter of 2002. The other North American workforce reductions impacted a
total of 73 employees, of which, 49 were regular, non-union employees and 24
were temporary employees.

In connection with the closure of the San Jose, California printed circuit
board assembly operation, we also recorded impairment charges totaling $4.8
million to write-down to fair value assets being held for sale related to this
operation. The impairment consisted of a write-down of $1.9 million for land and
building and $2.9 million for machinery and equipment as well as office
equipment. We are actively holding this property and equipment for sale and
expect to complete the disposal of these assets during 2002. At June 30, 2002,
these assets had a net book value of $6.6 million, of which, $4.6 million
related to the land and building.

The restructuring and impairment charges were determined based on formal
plans approved by our management using the best information available to us at
the time. The amounts we may ultimately incur may change as the balance of the
plans are executed.

SIX MONTHS ENDED JUNE 30, 2002, COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

Net sales for the six months ended June 30, 2002 were $456.3 million,
representing a $242.0 million, or 34.7% decrease, from the same period in 2001.
The decrease was primarily a result of continued weakness in sales to North
American and European telecommunication and networking customers.

Cost of goods sold for the six months ended June 30, 2002 was $373.7
million, or 81.9% of sales, compared to $566.9 million, or 81.2% of sales
(excluding one-time write-offs of inventory totaling $49.3 million related to
restructurings), for the six months ended June 30, 2001. Cost of goods sold as a
percent of net sales increased as a result of lower absorption of our fixed
overhead cost in our facilities throughout North America, Europe and Asia due to
lower demand from our key telecommunication and networking customers.

Selling, general and administrative expenses for the six months ended June
30, 2002 of $45.9 million decreased by $5.9 million versus the comparable period
in 2001. These costs decreased primarily due to cost reduction and restructuring
activities implemented during 2001 and 2002.

Depreciation and amortization decreased $17.7 million, from $67.4 million
for the six months ended June 30, 2001, to $49.7 million for the same period of
2002, primarily due to the implementation of Statement of Accounting Standards
No. 142, "Goodwill and Other Intangible Assets", whereby, effective January 1,
2002, goodwill and indefinite lived intangibles are no longer amortized and due
to the fixed assets disposed of in connection with the 2001 restructuring and
impairment activity.

Interest expense increased $4.7 million, from $46.0 million for the six
months ended June 30, 2001, to $50.7 million for the same period of 2002,
primarily due to increased interest expense related to the Senior Unsecured
Notes partially offset by lower market benchmark interest rates compared to
2001.

Amortization of deferred financing costs increased $0.5 million from $1.8
million for the six months ended June 30, 2001, to $2.3 million for the same
period in 2002 due to amortization of deferred financing fees related to
amendments to our Senior Credit facility during 2002.

During the quarter ended March 31, 2002, we recorded a restructuring charge
of $1.6 million, primarily related to workforce reductions at our Italian metal
fabrication and assembly facility. The workforce reduction impacted a total of
82 employees all of which were regular employees. Seven of these employees were
terminated by March 31, 2002, with an additional 31 employees to be terminated
by the end of 2002 and the remainder to be terminated in 2003.

Additionally, during the quarter ended March 31, 2002, we reversed $1.6
million of excess restructuring accruals, primarily related to the closure of
its Puerto Rico PCB fabrication facility.

During the six months ended June 30, 2002 we incurred $4.6 million in
professional fees related to our plan of reorganization to reduce debt on our
balance sheet.

HOLDING COMPANY STRUCTURE

Group is a holding company that has no significant assets other than the
capital stock of Viasystems, Inc. ("Viasystems") and therefore, Group relies on
dividends and distributions from Viasystems as its sole source of cash. Group's
right to participate in dividends or other distributions from Viasystems is
subject to restrictions imposed by the terms of Viasystems' senior secured
credit facility, senior unsecured notes and senior subordinated notes, as well
as the prior rights of Viasystems' creditors and other statutory restrictions.

CASH FLOWS

Net cash used in operating activities was $3.7 million for the six months
ended June 30, 2002, compared to net cash used in operating activities of $21.1
million for the same period in 2001. The increase in operating cash relates to
timing of payments to vendors, partially offset by timing of collection of
receipts from certain major customers.

Net cash used in investing activities was $1.2 million for the six months
ended June 30, 2002, compared to $61.1 million for the six months ended June 30,
2001. The net cash used in investing activities for the six months ended June
30, 2002 related to capital expenditures of $15.7 million, offset by $14.5
million of cash received from the sale of our joint venture interest. The cash
used in investing activities for the six months ended June 30, 2001 was $61.1
million, of which, $50.5 million was related to capital expenditures with the
remainder related to two small acquisitions.

Net cash provided by financing activities was $55.7 million for the six
months ended June 30, 2002 compared to $58.7 million for the same period in
2001. The net cash provided by financing activities for the six months ended
June 30, 2002 related principally to borrowings of revolving loans under our
senior credit facility partially offset by financing fees of $3.2 million paid
related to the amendments to our senior credit facility. The net cash provided
by financing activities for the six months ended June 30, 2001 related
principally to borrowings of revolving and term loans under our senior credit
facility, partially offset by payments made for the chips loan notes and other
long-term obligations.

LIQUIDITY AND CAPITAL RESOURCES

We have experienced and continue to experience financial difficulties
primarily as a result of the dramatic downturn in telecommunication and
networking component demand that occurred in 2001 and continues through 2002.
The economic downturn affecting our large telecommunication and networking
customer base has resulted in slower sales and weaker cash flows than management
originally expected. As a result of the downturn and our highly leveraged
capital structure, we failed to satisfy certain financial maintenance covenants
contained in our senior secured credit facility at the end of the first quarter
of 2002.

In anticipation of this circumstance, during the first quarter of 2002, our
board of directors established a special committee and retained Rothschild Inc.
as independent financial advisor to evaluate recapitalization alternatives that
would reduce our debt and strengthen our balance sheet. In addition, we entered
into an amendment to the senior secured credit facility on March 29, 2002 and a
subsequent amendment on May 29, 2002 under which our senior secured credit
facility lenders agreed to refrain from exercising any rights or remedies under
such facility in respect of our failure to comply with specified covenants
thereunder prior to August 29, 2002. Under the terms of the amendments, our
revolving borrowings under the senior secured credit facility are limited to
$100 million, unless our consolidated net sales for the preceding eight week
period exceed specified thresholds, in which case our revolving loan
availability is increased to $150 million. The amendments further increased the
interest rates payable on these borrowings by .25% per annum, imposed additional
financial and operating restrictions and provides for the grant of certain
additional liens to secure these borrowings.

On May 30, 2002, we also announced that in light of these developments and
consistent with the terms of our forbearance agreement with the senior secured
credit facility lenders, we would not make the scheduled $24.4 million interest
payment on our senior subordinated notes that was due on June 3, 2002. As a
result of the failure to make this interest payment, an event of default has
occurred and is continuing under our senior subordinated notes. Accordingly, the
holders of these notes currently have the right to accelerate payment
thereunder. In addition, if the senior secured credit facility lenders demand
repayment of such indebtedness following the expiration of the existing
forbearance agreement, the holders of our senior unsecured notes will have the
right to accelerate payment thereunder.

During the second fiscal quarter of 2002, we began negotiations with our
senior secured credit facility lenders, holders of our senior unsecured notes
and holders of our senior subordinated notes regarding a recapitalization plan.

On July 2, 2002, we announced that we had reached an agreement in principle
with the steering committee of the senior secured credit facilities, affiliates
of Hicks, Muse, Tate & Furst Incorporated, and an ad hoc committee of the
holders of senior subordinated notes of Viasystems, Inc. regarding the terms of
a recapitalization plan. Members of these creditor groups hold collectively
approximately 42% of the existing outstanding indebtedness under our senior
secured credit facility, 100% of the principal amount of outstanding unsecured
senior notes and 70% of the principal amount of outstanding senior subordinated
notes.

The agreement in principle provides for the modification of the terms of
our existing senior secured indebtedness and the conversion of approximately
$715 million of existing indebtedness into preferred and common stock. The
agreement in principle also contemplates the execution of an as yet uncommitted
revolving credit facility to meet our future working capital requirements. Based
on the terms of the agreement in principle and ongoing negotiations with our
creditor constituencies, it is anticipated that holders of our preferred stock
will receive a nominal distribution in the form of warrants to purchase common
stock and that the holders of common stock will receive no recovery.

We have continued the negotiation of definitive agreements with our
principal creditor constituencies to implement the recapitalization transactions
contemplated by the agreement in principle. Our objective is to complete these
negotiations, execute the definitive agreements and publicly announce the
recapitalization plan as soon as possible, preferably within the next two weeks.
However, there can be no assurance that we will succeed in completing the
negotiations and entering into the definitive agreements or that the
recapitalization plan contemplated by the agreement in principle will be
consummated on the terms described above, if at all.

As of June 30, 2002, we had $85.2 million of cash and cash equivalents and
we had revolver availability under the senior secured credit facility of $17.9
million.

We anticipate that our primary uses of cash for the next twelve months will
be:

- to meet working capital requirements;

- for capital expenditures for maintenance, replacement and acquisitions of
equipment, expansion of capabilities, productivity improvements and
product and process technology development; and

- to pay interest on, and to repay principal of, indebtedness under our
senior secured credit facility.

Our primary sources of cash are cash on hand, cash from operating
activities and revolving borrowings under our existing senior secured credit
facility. These sources of cash would be sufficient to meet our anticipated
requirements for working capital, capital expenditures, and debt service under
our senior secured credit facility over the next 12 months, but would not be
sufficient to make required interest payments on our senior subordinated notes.
Further, in the event our senior secured lenders demand repayment of such
indebtedness following the expiration of the existing forbearance agreement on
August 29, 2002, or the holders of our senior unsecured and senior subordinated
notes elect to seek acceleration and repayment of that indebtedness, we would
not have sufficient liquidity to repay such indebtedness and we would not expect
to be able to refinance such indebtedness. As there are currently no agreements
in place with these lenders to refrain from exercising these rights and there
can be no assurance that the recapitalization plan contemplated by the agreement
in principle will be successfully implemented, we have reclassified this
indebtedness, in the approximate aggregate amount of $1.0 billion, as current
liabilities.

Borrowings under our existing senior secured credit facility bear interest
at floating rates which vary according to the interest option we select. Base
rate term loans bear interest at the then effective base rate plus an applicable
margin ranging from 2.50% to 3.00%. Eurocurrency term loans bear interest at the
then effective eurocurrency base rate plus an applicable margin ranging from
3.50% to 4.00%. Revolving credit loans bear interest, at our option, at the then
effective base rate plus 2.5% or the then effective eurocurrency base rate plus
3.50%. Our senior subordinated notes bear interest, payable semiannually, at the
rate of 9 3/4% per annum.

NEW ACCOUNTING STANDARDS

adoption permitted. SFAS No. 143 provides for the fair value of a liability for
an asset retirement obligation covered under the scope of SFAS No. 143 to be
recognized in the period in which the liability is incurred, with an offsetting
increase in the carrying amount of the related long-lived asset. Over time, the
liability would be accreted to its present value, and the capitalized cost would
be depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity would either settle the obligation for its recorded amount
or incur a gain or loss upon settlement. We are currently assessing the impact,
if any, of SFAS No. 143 on our financial position, results of operations and
cash flows as well as timing of its adoption.

In April 2002, the Financial Accounting Standards Board issued SFAS No. 145
"Gain or loss on early extinguishment of debt", to be effective for fiscal years
beginning after May 15, 2002, with immediate effectiveness for certain
transactions occurring after May 15, 2002, with overall early adoption
permitted. SFAS No. 145 among other things, eliminated the prior requirement
that all gains and losses from the early extinguishment of debt be classified as
an extraordinary item. Upon adoption of SFAS No. 145, gains and losses from the
early extinguishment of debt are now classified as an extraordinary item only if
they meet the "unusual and infrequent" criteria contained in Accounting
Principles Bulletin ("APBO") No. 30. In addition, upon adoption of SFAS No. 145,
all gains and losses from the early extinguishment of debt that had been
classified as an extraordinary item are to be reassessed to determine if they
would have met the "unusual and infrequent" criteria of APBO No. 30; any such
gain or loss that would not have met the APBO No. 30 criteria are retroactively
reclassified and reported as a component of income before extraordinary item. We
are currently assessing the impact of SFAS No. 145 on our financial position,
results of operations and cash flows.

In June 2002, Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" to be
effective for exit or disposal activities initiated after December 15, 2002 with
early adoption encouraged. SFAS No. 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. SFAS No. 146 also establishes that
fair value is the objective for initial measurement of the liability. This
Statement applies to costs associated with an exit activity that does not
involve an entity newly acquired in a business combination or with a disposal
activity covered by SFAB No. 144. This statement does not apply to costs
associated with the retirement of a long-lived asset covered by SFAS No. 143. We
are currently assessing the impact of SFAS No. 146 on our financial position,
results of operations and cash flows as well as timing of its adoption.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

At June 30, 2002, approximately $507.9 million of our long-term debt,
specifically borrowings outstanding under Viasystems' senior credit facility
bore interest at variable rates. Accordingly, our earnings and cash flow are
affected by changes in interest rates. Assuming the current level of borrowings
at variable rates and assuming a two-percentage point increase in the average
interest rate under these borrowings, it is estimated that our interest expense
for the six months ended June 30, 2002, would have increased by approximately
$5.1 million. In the event of an adverse change in interest rates, management
would likely take actions that would mitigate our exposure to interest rate
risk; however, due to the uncertainty of the actions that would be taken and
their possible effects, this analysis assumes no such action. Further, this
analysis does not consider the effects of the change in the level of overall
economic activity that could exist in such an environment.

FOREIGN CURRENCY RISK

From time to time, we enter into foreign exchange forward contracts to minimize
the short-term impact of foreign currency fluctuations. We do not engage in
hedging transactions for speculative investment reasons. Our hedging operations
historically have not been material and gains or losses from these operations
have not been material to our cash flows, financial position or results from
operations. There can be no assurance that our hedging operations will eliminate
or substantially reduce risks associated with fluctuating currencies.

PART II OTHER INFORMATION

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The information required by this item is incorporated by reference to the
information in the section entitled "Liquidity and Capital Resources" in Item 2
of Part I of this quarterly report on Form 10-Q.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<Table>

3.1 Amended and Restated Certificate of Incorporation of
Viasystems Group, Inc. (incorporated by reference to exhibit
3.1 to the Form 10-Q of Viasystems Group, Inc. filed on May
10, 2000).
3.2 Amended and Restated Bylaws of Viasystems Group, Inc.
(incorporated by reference to exhibit 3.2 to the Form 10-Q
of Viasystems Group, Inc. filed on May 10, 2000).
4.11 Third Amendment, dated March 29, 2002, to the Credit
Agreement, dated as of March 29, 2000, as amended by the
First Amendment dated as of April 23, 2001, and the Second
Amendment dated as of June 28, 2001, among Viasystems Group,
Inc., as Guarantor, Viasystems, Inc., as U.S. Borrower,
Viasystems Canada, Inc. and Print Service Holding N.V., as
Foreign Subsidiary Borrowers, the several banks and other
Financial Institutions parties thereto, The Chase Manhattan
Bank of Canada, as Canadian Administrative Agent, Chase
Manhattan Bank International Limited, as Multicurrency
Administrative Agent, and The Chase Manhattan Bank, as
Administrative Agent (incorporated by reference to exhibit
4.11 to Viasystems Group, Inc.'s 2001 Annual Report on Form
10-K filed on April 1, 2002).
4.12 Fourth Amendment and Waiver, dated as of May 29, 2002, with
respect to the Credit Agreement, dated as of March 29, 2000,
as amended by the First Amendment dated as of April 23,
2001, the Second Amendment dated as of June 28, 2001 and the
Third Amendment dated as of March 29, 2002, among Viasystems
Group, Inc., Viasystems, Inc., as U.S. Borrower, Viasystems
Canada Holdings, Print Service Holding N.V., the several
banks and other financial institutions from time-to-time
parties thereto, J.P. Morgan Bank Canada, as Canadian
administrative agent, J.P. Morgan Europe Limited, as the
multicurrency administrative agent, and J.P. Morgan Chase
Bank, as administrative agent.*
10.23 Agreement, dated as of February 4, 2002, among Viasystems
Group, Inc., Viasystems, Inc., Viasystems Technologies Corp.
LLC, Viasystems Milwaukee, Inc., Viasystems International,
Inc., Wire Harness LLC, Viasystems Milford LLC, Viasystems
San Jose, Inc., Viasystems Portland, Inc., and James N.
Mills (incorporated by reference to exhibit 10.23 to
Amendment No. 2 to Viasystems Group, Inc.'s 2001 Annual
Report on Form 10-K filed on April 29, 2002).
99.1 Certification by Joseph S. Catanzaro, Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as adopted by
Section 906 of the "Sarbanes-Oxley Act of 2002".*
99.2 Certification by David M. Sindelar, Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted by Section
906 of the "Sarbanes-Oxley Act of 2002".*
</Table>

- ---------------

* Filed herewith.

(b) Reports on Form 8-K

Filed March 28, 2002, Reporting Item 5. We announced that Hicks, Muse, Tate
& Furst Incorporated increased its investment in Viasystems, Inc., a wholly
owned subsidiary of the Registrant.

Filed April 23, 2002, Reporting Item 5. We announced that the New York
Stock Exchange would suspend trading of the Registrant's common stock prior to
the opening of business on Thursday, April 18, 2002, and initiate procedures to
delist the common stock.

Filed July 3, 2002, Reporting Item 5. We announced that we had reached an
agreement in principle with (i) a Steering Committee of the holders of
indebtedness of Viasystems, Inc. under Viasystems, Inc.'s senior credit
facility, (ii) certain affiliates of Hicks, Muse, Tate & Furst Incorporated, and
(iii) an Ad Hoc Committee of the holders of Viasystems, Inc.'s 9 3/4% senior
subordinated notes due 2007 related to the recapitalization of our balance
sheet.

EXHIBIT B-3

Viasystems, Inc.'s Form 10-K
for the year ended December 31, 2001

* Exhibit B-3 is a restatement of Viasystems, Inc.'s Form 10-K for the year
ended December 31, 2001 modified in presentation solely to reflect the Form
10-K filed on April 1, 2002 and the Form 10-K/A filed on April 2, 2002 in one
consolidated document.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K

<Table>

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
</Table>

333-29727
(Commission File Number)

VIASYSTEMS, INC.
(Exact name of registrant as specified in its charter)

<Table>

DELAWARE 43-177752
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</Table>

101 SOUTH HANLEY ROAD
ST. LOUIS, MISSOURI 63105
(314) 727-2087
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant. (The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such common equity, as of a specified date within 60
days prior to the date of filing.)

NO ESTABLISHED PUBLISHED TRADING MARKET EXISTS FOR THE COMMON STOCK, PAR
VALUE $.01 PER SHARE, OF VIASYSTEMS, INC. ALL OF THE 1,000 OUTSTANDING SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, OF VIASYSTEMS, INC. ARE HELD BY
VIASYSTEMS GROUP, INC.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

<Table>
<Caption>
OUTSTANDING AT
MARCH 28,
CLASS 2002
----- --------------

Common Stock 1,000
</Table>

DOCUMENTS INCORPORATED BY REFERENCE: NONE

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART I

CAUTIONARY STATEMENTS CONCERNING
FORWARD-LOOKING STATEMENTS

Statements made in this Annual Report on Form 10-K ("Report") includes the
use of "we" and "our", which, unless specified otherwise, refers collectively to
Viasystems, Inc., and its subsidiaries. Additionally, reference to "Group"
refers to Viasystems' holding company parent Viasystems Group, Inc.

ITEM 1. BUSINESS

GENERAL

- the design and fabrication of printed circuit boards, in particular,
highly complex, multi-layered printed circuit boards;

- the manufacture of complex printed circuit board assemblies;

- the manufacture of custom-designed backpanel assemblies;

- the design and manufacture of wire harnesses and custom cable assemblies;

- the design and manufacture of custom enclosures;

- the procurement and management of materials; and

- the assembly and testing of our customers' complete systems and products.

OUR DEVELOPMENT

Viasystems is a wholly owned subsidiary of Group. Group was formed in 1996
by Hicks, Muse, Tate & Furst Incorporated under the name Circo Craft Holding
Company to create a preferred global manufacturing provider to leading original
equipment manufacturers through acquisitions of printed circuit board
fabricators and backpanel assemblers. In August 1996, we changed our name to CC
Canada Holding Company and then back to Circo Craft Holding Company in September
1996. We had no operations prior to our first acquisition in October 1996, when
we changed our name to Circo Technologies, Inc. In January 1997, we changed our
name to Viasystems Group, Inc.

A significant portion of our growth has been generated through 13
acquisitions since 1996. We have completed acquisitions of entire companies as
well as acquisitions of captive manufacturing assets divested by OEM customers,
including the acquisition of Chang Yuen, a manufacturer of custom metal
enclosures located in the Peoples Republic of China and certain manufacturing
assets of Metawave Communications Corporation, both completed during the year
ended December 31, 2001.

MANUFACTURING SERVICES

Our offering of manufacturing services includes the following:

electronics industry has been to increase the speed and performance of
components while reducing their size. Semiconductor designs are currently
so complex that they often require printed circuit boards with many layers
of narrow, tightly spaced wiring. These advancements in component
technologies have driven the change in printed circuit board design to
higher density printed circuits.

WHERE YOU CAN FIND MORE INFORMATION

Viasystems files annual, quarterly and special reports and other
information with the Securities and Exchange Commission (the "SEC"). Any
reports, statements or other information filed by us may be read and copied at
the SEC's public reference room, at 450 Fifth Street NW, Washington, DC, as well
as at public reference rooms in New York, NY and Chicago, IL. For further
information on public reference rooms, call 1 (800) SEC-0330. Viasystems'
filings are also available to the public from commercial retrieval services and
at the Internet web site maintained by the SEC at http://www.SEC.gov.

ITEM 2. PROPERTIES

<Table>
<Caption>
SIZE TYPE OF DESCRIPTION OF
LOCATION (APPROX. SQ. FT.) INTEREST PRODUCTS/SERVICES PROVIDED
- -------- ----------------- -------- --------------------------

UNITED STATES
Bucyrus, Ohio................. 47,000 Leased Wire harness and cable assembly
Columbus, Ohio................ 35,000 Leased Full system assembly
Beaverton, Oregon............. 75,000 Leased Full system assembly
Milford, Massachusetts........ 108,000 Leased Full system assembly
San Jose, California.......... 60,000 Leased Full system assembly
Mishawaka, Indiana............ 38,000 Owned Wire harness and cable assembly
Milwaukee, Wisconsin.......... 305,000 Leased Custom metal enclosure
fabrication
Redmond, Washington........... 26,000 Leased Full system assembly
CANADA
Pointe-Claire (Montreal),
Quebec...................... 168,000 Owned Printed circuit board
fabrication
Kirkland (Montreal), Quebec... 121,000 Owned Printed circuit board
fabrication
Granby (Montreal), Quebec..... 119,000 Owned Printed circuit board
fabrication
MEXICO
Juarez, Mexico................ 51,000 Leased Backpanel assembly
Juarez, Mexico................ 438,000 Leased Wire harness and cable assembly
Chihuahua, Mexico............. 282,000 Owned Wire harness and cable assembly
Chihuahua, Mexico............. 253,000 Leased Wire harness and cable assembly
</Table>

<Table>
<Caption>
SIZE TYPE OF DESCRIPTION OF
LOCATION (APPROX. SQ. FT.) INTEREST PRODUCTS/SERVICES PROVIDED
- -------- ----------------- -------- --------------------------

EUROPE
Echt, Netherlands............. 462,000 Owned Printed circuit board
fabrication and backpanel
assembly
Rouen, France................. 344,000 Owned Full system assembly
Terni, Italy.................. 234,000 Owned Custom metal enclosure
fabrication and full system
assembly
Ballynahinch, Northern
Ireland..................... 73,000 Owned Wire harness and cable
assembly, power supplies and
printed circuit board
fabrication
Coventry, England............. 219,000 Leased Custom metal and plastic
enclosure fabrication and full
system assembly
ASIA
Guangzhou, China.............. 2,000,000 Owned Printed circuit board
fabrication and assembly
Zhongshan, China.............. 318,000 Owned Printed circuit board
fabrication
Shanghai, China............... 229,000 Owned Backpanel assembly and custom
metal enclosure fabrication
Shenzhen, China............... 95,000 Leased Full system assembly
ShiYan, China................. 176,000 Leased Full system assembly
Qingdao, China................ 30,000 Leased Full system assembly
</Table>

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Information required by this item has been omitted as the registrant meets
the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and
is therefore filing this form with the reduced disclosure format.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.

All of Viasystems' outstanding common stock is held by Group and,
accordingly, there is no established public trading market for Viasystems'
common stock. Viasystems has paid no dividends since inception, and its ability
to pay dividends is limited by the terms of certain agreements related to its
indebtedness.

ITEM 6. SELECTED FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Certain information required by this item has been omitted as the
registrant meets the conditions of General Instruction I(1)(a) and (b) of Form
10-K and is therefore filing with the reduced disclosure format.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires our
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis our management
evaluates its estimates and judgements. Our management bases its estimates and
judgements on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgements about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

Valuation of Goodwill and other Intangible Assets. We assess the
impairment of goodwill and other identifiable intangible assets whenever
events or changes in circumstances indicate that the carrying

value may not be recoverable. Factors we consider important which could
trigger an impairment review include, but are not limited to, the
following:

significant underperformance relative to historical or projected
future operating results;

significant changes in the manner of our use of the acquired assets or
the strategy for our overall business;

significant negative industry or economic trends; significant decline
in our stock price for a sustained period; and

our market capitalization relative to net book value.

When we determine that the carrying value of goodwill and other
intangible assets may not be recoverable based upon the existence of one or
more of the above indicators of impairment, we measure any impairment bases
on a projected discounted cash flow method using a discount rate determined
by us to be commensurate with the risk inherent in our current business
model. During the year ended December 31, 2001 we recorded an impairment
charge totaling $133.3 million, of which, $129.1 related to goodwill.

In 2002, Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets" became effective and as a result, we
will cease to amortize goodwill, resulting in a decrease to annual
amortization expense of approximately $16.6 million. In lieu of
amortization, we are required to perform an initial impairment review of
our goodwill in 2002 and an annual impairment review thereafter. We
currently do not expect to record an impairment charge upon completion of
the initial impairment review. However, there can be no assurance that at
the time the review is completed a material impairment charge will not be
recorded.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Selling, general and administrative expenses for the year ended December
31, 2001 were $96.8 million, a decrease of $24.4 million, or 20.1%, versus the
comparable period in 2000 (excluding the non-cash compensation expense charge of
$104.4 million in March 2000). These costs decreased primarily due to cost
reductions related to the Restructuring and a reduction in expenses as a result
of the transfer of the operations formerly conducted by Forward Group Plc
("Forward"), Interconnection Systems (Holdings) Limited ("ISL"), Zincocelere
S.p.A. (Zincocelere") and the PCB production facility of Ericsson Telecom AB in

March 2000, partially offset by increases in general and administrative expenses
related to the acquisitions completed in 2000 and 2001.

Additionally, in connection with Group's initial public offering in March
2000, Viasystems terminated the monitoring and oversight agreement and financial
advisory agreement with certain affiliates of Hicks, Muse, Tate & Furst
Incorporated (Hicks Muse, Tate & Furst Incorporated, its affiliates, and/or its
partners collectively or individually, "HMTF"). As consideration for such
termination, Group granted to HMTF options to purchase an aggregate of 2,134,000
shares of Group's common stock at an exercise price of $21.00 per share. The
option grant resulted in a net one-time, non-cash compensation expense charge of
approximately $7.8 million recorded during the three months ended March 31,
2000.

During the quarter ended December 31, 2001, we recorded non-cash asset
impairments totaling $141.1 million primarily related to the write-off of
long-lived assets in accordance with Statement of Financial Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" ("FAS 121"). Based on current business enterprise values using
common appraisal methods, the assessment identified impairments of long-lived
assets acquired pursuant to the acquisitions of Top Line Electronics
Corporation, Laughlin-Wilt Group, Inc. and the European and China network
components services operations of Marconi Communications Inc. The calculated
business enterprise values determined were compared to the net book values of
the related long-lived assets with the excess of net book value over the
business enterprise value representing the amount of the impairment loss. The
impairment loss for each group of assets, totaling $133.3 million, was first
charged against goodwill ($129.1 million) with the remaining amounts being
charged to property, plant and equipment ($4.2 million). The impairment resulted
from the economic downturn experienced during 2001, primarily related to our
telecommunication and networking customers. Through the third fiscal quarter of
2001, it was expected that the economic downturn impacting these assets was a
short-term inventory correction. However, in the fourth quarter it became clear
to management that the downturn impacting these assets was more severe and of a
long-term nature resulting in a significant decline in profitability that is not
expected to return in the near term.

During the quarter ended September 30, 2001, we recorded a restructuring
charge of $16.2 million, primarily related to the consolidation of our two San
Jose, California PCB assembly operations as well as headcount reductions at our
corporate offices. The consolidations and workforce reductions impacted a total
of 471 employees, of which 150 were regular, union employees, 315 were regular,
non-union employees and 6 were temporary/contract employees. All of these
employees were terminated by December 31, 2001.

Restructuring
Activities:
Personnel and
severance........ $11,755 $ 20,238 $ 6,505 $ 5,524 $ (170) $ 43,852 $36,282 $ --
Lease and other
contractual
Commitments...... 78 7,864 9,623 1,228 (5,836) 12,957 5,614 --
Other.............. 174 2,379 103 309 -- 2,965 2,810 --
Asset Impairments:
Held for
disposal..... -- 75,043 5,454 2,210 -- 82,707 -- 82,707
Held for use... -- -- -- 133,252 -- 133,252 -- 133,252
Other.......... -- -- -- 5,641 -- 5,641 -- 5,641
------- -------- ------- -------- ------- -------- ------- --------
Total restructuring
and impairment
charges............ $12,007 $105,524 $21,685 $148,164 $(6,006) $281,374 $44,706 $221,600
======= ======== ======= ======== ======= ======== ======= ========

BALANCE AT
DECEMBER 31,
2001
------------

Restructuring
Activities:
Personnel and
severance........ $ 7,570
Lease and other
contractual
Commitments...... 7,343
Other.............. 155
Asset Impairments:
Held for
disposal..... --
Held for use... --
Other.......... --
-------
Total restructuring
and impairment
charges............ $15,068
=======
</Table>

European PCB Group (Cayman Islands), Ltd. ("European PCB Group") has
disposed of the operations formerly conducted by Forward and the PCB production
facility of Ericsson Telecom AB. In addition, an administrative receiver has
been appointed in respect of European PCB Group's ISL business. As a result, the
business formerly conducted by Zincocelere is the only material asset remaining
within European PCB Group. Accordingly, we compared the carrying amount of all
current amounts due from European PCB Group, including the PCB Group Notes, to
their undiscounted expected future cash flows. We have concluded that amounts
due from European PCB Group have been impaired. As a result, we recorded a
charge for the quarter ended September 30, 2001 totaling $144.1 million to
reflect the write-off of such amounts. This charge consisted of $127.6 million
related to the PCB Group Notes and $16.5 million related to trade receivables.

the impairment of property and equipment held for disposal related to the
closure of our Richmond, Virginia and San German, Puerto Rico PCB facilities,
partially offset by the impact to depreciation of acquired fixed assets and to
amortization of acquired intangibles from the acquisitions completed in 2000 and
2001.

RECENT EVENTS

RECENT ACCOUNTING PRONOUNCEMENTS

effective for fiscal years beginning after December 15, 2001. The most
significant changes made by SFAS 144 are: (1) removes goodwill from its scope
and, therefore, eliminates the requirements of SFAS 121 to allocate goodwill to
long-lived assets to be tested for impairment, and (2) describes a
probability-weighted cash flow estimation approach to deal with situations in
which alternative course of action to recover the carrying amount of a
long-lived assets are under consideration or a range is estimated for the amount
of possible future cash flows. We currently do not expect the implementation of
SFAS 144 to have a material impact on our operating results and financial
condition. However, there can be no assurance that at the time the review is
completed a material impairment charge will not be recorded.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

FOREIGN CURRENCY RISK

ITEM 8. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

<Table>

VIASYSTEMS, INC. & SUBSIDIARIES
Report of Independent Accountants........................... 14
Consolidated Balance Sheets as of December 31, 2000 and
2001...................................................... 15
Consolidated Statements of Operations for the years ended
December 31, 1999, 2000 and 2001.......................... 16
Consolidated Statements of Stockholders' Equity (Deficit)
for the years ended December 31, 1999, 2000 and 2001...... 17
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 2000 and 2001.......................... 18
Notes to Consolidated Financial Statements.................. 19
Schedule II -- Valuation and Qualifying Accounts............ 46
</Table>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Viasystems, Inc.:

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Viasystems, Inc. and its subsidiaries as of December 31, 2001 and
2000, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the accompanying index
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements. These
financial statements and financial statement schedules are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedules based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, as a result of the dramatic downturn in telecom component
demand during 2001, and the Company's highly leveraged capital structure, the
Company will fail to satisfy at March 31, 2002 certain financial maintenance
covenants contained in its senior credit facility. The potential ramification
from the failure to satisfy these covenants raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 23. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 20 to the consolidated financial statements, in 1999
the Company changed its method of reporting costs of start-up activities.

PRICEWATERHOUSECOOPERS LLP

Fort Worth, Texas
January 28, 2002, except for Recent Events in for Note 1 and Note 23 for which
the date is March 29, 2002

VIASYSTEMS, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
DECEMBER 31,
-------------------------------
2000 2001
-------------- --------------
(IN THOUSANDS, EXCEPT SHARE AND
PER SHARE AMOUNTS)

ASSETS

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Current maturities of long-term obligations............... $ 23,882 $ 3,215
Accounts payable.......................................... 293,696 125,897
Accrued and other liabilities............................. 112,200 90,502
Income taxes payable...................................... 3,595 602
----------- -----------
Total current liabilities......................... 433,373 220,216
Deferred taxes.............................................. 17,343 17,019
Long-term obligations, less current maturities (includes $0
and $242.9 million face amount, held by related parties,
respectively)............................................. 1,000,435 1,037,704
Other non-current liabilities............................... 24,201 23,430
Commitments and Contingencies
Stockholders' equity (deficit)
Common stock, par value $.01 per share, 1,000 shares issued
and outstanding........................................... -- --
Contributed capital....................................... 1,602,641 1,634,512
Notes due from affiliates................................. (124,532) --
Accumulated deficit....................................... (1,314,938) (1,901,957)
Accumulated other comprehensive loss...................... (27,239) (42,879)
----------- -----------
Total stockholders' equity (deficit).............. 135,932 (310,324)
----------- -----------
Total liabilities and stockholders' equity
(deficit)....................................... $ 1,611,284 $ 988,045
=========== ===========
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.

VIASYSTEMS, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
------------------------------------------
1999 2000 2001
------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The accompanying notes are an integral part of the consolidated financial
statements.

VIASYSTEMS, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<Table>
<Caption>
ACCUMULATED
AND OTHER
NOTES DUE COMPREHENSIVE
COMMON CONTRIBUTED FROM ACCUMULATED INCOME
STOCK CAPITAL AFFILIATES DEFICIT (LOSS) TOTAL
------ ----------- ---------- ----------- ------------- ---------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

BALANCE AT DECEMBER 31, 1998............ $ -- $ 395,994 $ -- $ (458,659) $ 9,120 $ (53,545)
Comprehensive loss:
Net loss.............................. -- -- -- (720,295) -- (720,295)
Foreign currency translation
adjustments......................... -- -- -- -- (32,858) (32,858)
Minimum pension liability, net of
income tax benefit of $254.......... -- -- -- -- 593 593
---------
Total comprehensive loss................ (752,560)
---------
Capital contribution by Group to the
Company............................... -- 200,293 -- -- -- 200,293
Net distribution prior to as-if pooling
of Wire Harness Business.............. -- (232) -- -- -- (232)
Non-cash compensation expense charge.... -- 110,070 -- -- -- 110,070
----- ---------- --------- ----------- -------- ---------
BALANCE AT DECEMBER 31, 1999............ -- 706,125 -- (1,178,954) (23,145) (495,974)
Comprehensive loss:
Net loss.............................. -- -- -- (135,984) -- (135,984)
Foreign currency translation
adjustments......................... -- -- -- -- (15,221) (15,221)
---------
Total comprehensive loss................ (151,205)
---------
Capital contribution by Group to the
Company............................... -- 987,884 -- -- -- 987,884
As-if pooling of Wire Harness
Business.............................. -- (210,798) -- -- -- (210,798)
Net distribution to stockholders of
European PCB Group.................... -- 51 -- -- 11,127 11,178
Issuance of Notes Due from Affiliates... -- -- (124,532) -- -- (124,532)
Non-cash compensation expense charges... -- 119,379 -- -- -- 119,379
----- ---------- --------- ----------- -------- ---------
BALANCE AT DECEMBER 31, 2000............ -- 1,602,641 (124,532) (1,314,938) (27,239) 135,932
Comprehensive loss:
Net loss.............................. -- -- -- (587,019) -- (587,019)
Foreign currency translation
adjustments......................... -- -- -- -- (15,640) (15,640)
---------
Total comprehensive loss................ (602,659)
---------
Capital contribution by Group to the
Company............................... -- 31,871 -- -- -- 31,871
Paid-in-kind notes for interest on notes
due from affiliates................... -- -- (3,079) -- -- (3,079)
Write-off of notes due from
affiliates............................ -- -- 127,611 -- -- 127,611
----- ---------- --------- ----------- -------- ---------
BALANCE AT DECEMBER 31, 2001............ $ -- $1,634,512 $ -- $(1,901,957) $(42,879) $(310,324)
===== ========== ========= =========== ======== =========
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.

VIASYSTEMS, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
---------------------------------
1999 2000 2001
--------- --------- ---------
(IN THOUSANDS)

Cash flows from operating activities:
Net loss................................................ $(720,295) $(135,984) $(587,019)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Write-off of acquired in-process research and
development........................................ 17,600 -- --
Impairment of assets................................. 468,389 -- 221,600
Write-off of amounts due from affiliates............. -- -- 144,099
Write-off of inventory............................... -- -- 49,333
Loss on disposal of plant, property and equipment.... 18,762 -- --
Cumulative effect of a change in accounting
principle -- write-off of start-up costs........... 25,177 -- --
Extraordinary item -- loss on early extinguishment of
debt............................................... -- 31,196 --
Non-cash compensation expense charge................. 110,070 104,351 --
Depreciation and amortization........................ 182,143 144,866 126,292
Amortization of deferred financing costs............. 6,619 4,296 4,013
Non-cash interest income............................. -- -- (3,079)
Paid-in-kind interest on Senior Unsecured Notes...... -- -- 9,491
Joint venture (income) loss.......................... -- (3,209) 66
Deferred taxes....................................... (35,734) 745 785
Change in assets and liabilities, net of
acquisitions:
Accounts receivable................................ (15,023) (123,299) 141,990
Inventories........................................ (16,837) (60,479) 98,386
Prepaid expenses and other......................... (273) 11,407 31,733
Accounts payable and accrued and other
liabilities..................................... (5,136) 58,021 (187,562)
Income taxes payable............................... 7,702 (735) (2,208)
--------- --------- ---------
Net cash provided by operating activities....... 43,164 31,176 47,920
--------- --------- ---------
Cash flows from investing activities:
Acquisitions, net of cash acquired $5,022 for 1999,
$8,035 for 2000 and $0 for 2001...................... (314,187) (360,313) (10,564)
Capital expenditures.................................... (138,003) (136,882) (78,790)
--------- --------- ---------
Net cash used in investing activities........... (452,190) (497,195) (89,354)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term obligations under
credit facilities.................................... 291,000 150,000 289,250
Net borrowings (payments) on revolvers.................. 65,943 (125,501) (43,200)
Repayment of amounts due under credit facilities........ (26,125) (446,750) (1,000)
Repayment of amounts due under the Chips Loan Notes..... -- -- (285,312)
Chips Term Loans -- Cash collateral..................... (95,295) 99,988 --
Borrowings under the Senior Unsecured Notes............. -- -- 100,000
Repayment of other long-term and capital lease
obligations.......................................... (5,509) (19,056) (22,102)
Cash distribution to stockholders of European PCB
Group................................................ -- (16,213) --
Net distribution prior to as-if pooling................. (232) -- --
Equity proceeds......................................... 198,455 865,543 --
Proceeds from exercise of stock options................. -- 536 149
Repurchase of common stock.............................. (162) -- --
Financing fees and other................................ (7,892) (18,527) (6,682)
--------- --------- ---------
Net cash provided by financing activities....... 420,183 490,020 31,103
--------- --------- ---------
Effect of exchange rate changes on cash and cash
equivalents............................................. 2,347 (1,164) (1,143)
--------- --------- ---------
Net change in cash and cash equivalents................... 13,504 22,837 (11,474)
Cash and cash equivalents at beginning of year............ 9,335 22,839 45,676
--------- --------- ---------
Cash and cash equivalents at end of year.................. $ 22,839 $ 45,676 $ 34,202
========= ========= =========
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

1. BASIS OF PRESENTATION AND ACQUISITIONS

Viasystems, Inc. ("Viasystems"), a wholly owned subsidiary of Viasystems
Group, Inc. ("Group"), was formed on April 2, 1997. On April 10, 1997, Group
contributed to Viasystems all of the capital of its then existing subsidiaries.
Prior to the contribution of this capital by Group, Viasystems had no operations
of its own. The consolidated financial statements included herein present the
results of operations of Viasystems and its subsidiaries subsequent to the
capital contribution by Group, and the results of operations of Group and its
subsidiaries prior to the capital contribution of such subsidiaries to
Viasystems. As used herein, the Company refers to Viasystems and its
subsidiaries subsequent to the capital contribution by Group and to Group and
its subsidiaries prior to such capital contribution. These financial statements
have been adjusted to reflect the equity structure of Viasystems on a
retroactive basis. The Company makes strategic acquisitions of electronics
manufacturing services ("EMS") and integrates those acquisitions as a global
enterprise that is the preferred provider of EMS solutions to original equipment
manufacturers of electronic products. See 2000 Acquisitions regarding
restatement of financial statements for "as-if pooling" related to the
acquisition of Wirekraft Industries, Inc.

RECENT EVENTS

TRANSFER TO STOCKHOLDERS

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company and European PCB Group entered into a settlement agreement with the DTI.
Under the settlement agreement, the Company and European PCB Group jointly and
severally agreed to pay 12.0 million British Pounds (approximately $18.0
million) in 9 installments beginning January 31, 2002 and ending on December 31,
2003. The first installment totaled 2.0 million British Pounds (approximately
$3.0 million) and was paid on January 31, 2002, by European PCB Group with the
remaining installments due periodically through December 31, 2003. The Company
believes that European PCB Group has the ability and will continue to make the
scheduled payments due under the settlement agreement. Furthermore, the Company
believes that proceeds from the sale of the land and building in North Tyneside
will be sufficient to satisfy all or substantially all amounts paid pursuant to
the settlement agreement. European PCB Group has agreed to indemnify the Company
in the event the Company is required to make any such payment.

1999 ACQUISITIONS

Kalex's in-process R&D value was comprised of three primary projects
consisting of developing Rambus technology, increasing board layer count and
developing ball grid array substrates capability, which were scheduled to reach
completion beginning in 1999. At the acquisition date, research and development
projects ranged from 65% to 80% complete and total continuing research and
development commitments to complete the projects are expected to be
approximately $2,400. As of December 31, 2001, two of the projects were
completed and the other continues to be evaluated. These projects will require
maintenance research and development after they have reached a state of
technological and commercial feasibility. In addition to usage of the companies'
internal cash flows, the Company will likely provide a substantial amount of
funding to complete the programs. Remaining development efforts for the
in-process research and development programs are complex and include the
development of next-generation technological solutions.

The Kalex Acquisition was funded with: (a) an additional equity
contribution of $200,000 and (b) a portion of a $291,000 term loan borrowing
under a former credit facility.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------
1998 1999
---------- ----------
(UNAUDITED)

Net sales................................................... $1,375,425 $1,385,586
Net loss.................................................... (91,456) (726,244)
</Table>

2000 ACQUISITIONS

In March 2000, the Company acquired all of the outstanding shares of
Wirekraft Industries, Inc. (the "Wire Harness Business"), a wholly owned
subsidiary of International Wire Group, Inc., an affiliate of Hicks, Muse, Tate
& Furst Incorporated (Hicks, Muse, Tate: Furst Incorporated, its affiliates,
and/or its partners collectively or individually "HMTF") (the "Wire Harness
Acquisition") for a cash purchase price of $210,798. The Wire Harness Business
manufactures and assembles wire harness products. The Wire Harness Acquisition
occurred immediately prior to Group's initial public offering. The Company and
International Wire Group, Inc. are considered entities under common control.
Accordingly, the acquisition has been accounted for on an "as-if pooling basis,"
with the excess purchase price over book value acquired accounted for as a
distribution to the Company's stockholders. Additionally, as the acquisition has
been accounted for on an "as-if pooling basis," the Company's consolidated
financial statements have been restated to reflect the acquisition as if it
occurred at the beginning of the first period presented. A reconciliation of the
results of the Company before the as if pooling of the Wire Harness Business
results for the years ended December 31, 1999, and 2000 to the results in this
Form 10-K is as follows:

<Table>
<Caption>
1999 2000
---------- ----------

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------
1999 2000
---------- ----------
(UNAUDITED)

2001 ACQUISITIONS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Company. All significant intercompany balances and transactions have been
eliminated in consolidation.

FOREIGN CURRENCY TRANSLATION

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DERIVATIVE FINANCIAL INSTRUMENTS

INVENTORIES

PROPERTY, PLANT, AND EQUIPMENT

<Table>

DEFERRED FINANCING COSTS

INCOME TAXES

START-UP COSTS

Start-up costs consist of salaries, personnel training cost and other
expenses of opening new facilities and are expensed as incurred.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INTANGIBLE ASSETS

<Table>
<Caption>
LIFE METHOD
---- ------

IMPAIRMENT OF LONG-LIVED ASSETS

REVENUE RECOGNITION

ENVIRONMENTAL COSTS

CASH AND CASH EQUIVALENTS

The Company considers investments purchased with an original maturity of
three months or less to be cash equivalents.

USE OF ESTIMATES

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

NEW ACCOUNTING PRONOUNCEMENTS

SFAS 141 supercedes Accounting Principles Board Opinion No. 16, "Business
Combinations". The most significant changes made by SFAS 141 are: (1) requiring
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001, (2) establishing specific criteria for the
recognition of intangible assets separately from goodwill, and (3) requiring
unallocated negative goodwill to be written off immediately as an extraordinary
gain (instead of being deferred and amortized). The Company is currently
assessing the impact of SFAS 141 on its results of operations and financial
condition.

SFAS 142 supercedes Accounting Principles Board Opinion No. 17, "Intangible
Assets". SFAS 142 primarily addresses the accounting for goodwill and intangible
assets subsequent to their acquisition (i.e., the post-acquisition accounting).
The provisions of SFAS 142 will be effective for fiscal years beginning after
December 15, 2001. The most significant changes made by SFAS 142 are: (1)
goodwill and indefinite lived intangible assets will no longer be amortized, (2)
goodwill will be tested for impairment at least annually at the reporting unit
level, (3) intangible assets deemed to have an indefinite life will be tested
for impairment at least annually, and (4) the amortization period of intangible
assets with finite lives will no longer be limited to forty years. Upon
implementation of SFAS 142, amortization expense for fiscal year 2002 is
expected to decrease approximately $16,600 compared to fiscal year 2001, as a
result of no longer amortizing goodwill. The Company currently does not expect
to record an impairment charge upon completion of the initial impairment review.
However, there can be no assurance that at the time the review is completed a
material impairment charge will not be recorded.

In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-lived
Assets". SFAS 144 supercedes Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-lived Assets and Assets to be
Disposed of" and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
144 also amends Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," to eliminate the exception to consolidation for a subsidiary for
which control is likely to be temporary. The provision of SFAS 144 will be
effective for fiscal years beginning after December 15, 2001. The most
significant changes made by SFAS 144 are: (1) removes goodwill from its scope
and, therefore, eliminates the requirements of SFAS 121 to allocate goodwill to
long-lived assets to be tested for impairment, and (2) describes a
probability-weighted cash flow estimation approach to deal with situations in
which alternative course of action to recover the carrying amount of a
long-lived assets are under consideration or a range is estimated for the amount
of possible future cash flows. The Company currently does not expect the
implementation of SFAS 144 to have a material impact on its results of
operations and financial condition. However, there can be no assurance that at
the time the review is completed a material change will not be recorded.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RECLASSIFICATIONS

3. RESTRUCTURING AND IMPAIRMENT CHARGES

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2001 ASSET IMPAIRMENTS

Assets Held for Use

Assets Held for Disposal

1999 ASSET IMPAIRMENTS

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Below is a table summarizing restructuring and impairment activity for the
year ended December 31, 2001:
<Table>
<Caption>
CUMULATIVE
THREE MONTHS ENDED DRAWDOWNS
--------------------------------------------------- -------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, CASH NON-CASH
2001 2001 2001 2001 REVERSALS TOTAL PAYMENTS CHARGES
--------- -------- ------------- ------------ --------- -------- -------- --------

Restructuring Activities:
Personnel and severance..... $11,755 $ 20,238 $ 6,505 $ 5,524 $ (170) $ 43,852 $36,282 $ --
Lease and other contractual
Commitments............... 78 7,864 9,623 1,228 (5,836) 12,957 5,614 --
Other....................... 174 2,379 103 309 -- 2,965 2,810 --
Asset Impairments:
Held for disposal......... -- 75,043 5,454 2,210 -- 82,707 -- 82,707
Held for use.............. -- -- -- 133,252 -- 133,252 -- 133,252
Other..................... -- -- -- 5,641 -- 5,641 -- 5,641
------- -------- ------- -------- ------- -------- ------- --------
Total restructuring and
impairment charges.......... $12,007 $105,524 $21,685 $148,164 $(6,006) $281,374 $44,706 $221,600
======= ======== ======= ======== ======= ======== ======= ========

BALANCE AT
DECEMBER 31,
2001
------------

Restructuring Activities:
Personnel and severance..... $ 7,570
Lease and other contractual
Commitments............... 7,343
Other....................... 155
Asset Impairments:
Held for disposal......... --
Held for use.............. --
Other..................... --
-------
Total restructuring and
impairment charges.......... $15,068
=======
</Table>

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. DERIVATIVE FINANCIAL INSTRUMENTS

5. SUPPLEMENTAL CASH FLOW DISCLOSURE

In 1999, 2000 and 2001 some acquisitions were purchased or partially
purchased by issuing 273,223, 6,955,466 and 2,186,155 shares, respectively of
Group's common stock (see Note 1).

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. INVENTORIES

The composition of inventories at December 31 is as follows:

<Table>
<Caption>
2000 2001
-------- --------

7. INTANGIBLE ASSETS

The composition of intangible assets at December 31 is as follows:

<Table>
<Caption>
2000 2001
-------- ---------

8. PROPERTY, PLANT AND EQUIPMENT

The composition of property, plant and equipment at December 31 is as
follows:

<Table>
<Caption>
2000 2001
--------- ---------

9. ACCRUED AND OTHER LIABILITIES

The composition of accrued and other liabilities at December 31 is as
follows:

<Table>
<Caption>
2000 2001
-------- -------

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. LONG-TERM OBLIGATIONS

The composition of long-term obligations at December 31 is as follows:

<Table>
<Caption>
2000 2001
---------- ----------

Credit Agreement:
Term Facilities........................................... $ 149,500 $ 437,750
Revolvers................................................. 53,800 10,600
Senior Subordinated Notes Due 2007.......................... 400,000 400,000
Series B Senior Subordinated Notes Due 2007................. 100,000 100,000
Series B Senior Subordinated Notes Due 2007, Premium........ 3,466 3,041
Senior Unsecured Notes, including paid-in-kind interest of
$6,422.................................................... -- 106,422
Senior Unsecured Notes, discount............................ -- (26,895)
Chips Loan Notes............................................ 285,312 --
Capital lease obligations (see Note 11)..................... 6,499 4,228
Other....................................................... 25,740 5,773
---------- ----------
1,024,317 1,040,919
Less current maturities................................ (23,882) (3,215)
---------- ----------
$1,000,435 $1,037,704
========== ==========
</Table>

The schedule of principal payments for long-term obligations at December
31, 2001, is as follows:

<Table>

CREDIT AGREEMENT

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2003, and the Tranche B Term Loan amortizes semi-annually over six and one half
years, commencing September 30, 2000.

At December 31, 2000 and 2001, the weighted average interest rate on
outstanding borrowings under the Company's credit facilities were 9.34% and
7.95%, respectively.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

extensions of credit, capital contributions to, or purchases of any stock,
bonds, notes, debentures or other securities; (k) engage in certain transactions
with affiliates; and (l) enter into certain sale and leaseback transactions.

On June 28, 2001, the Company executed a second amendment to the Credit
Agreement. Among other provisions, the amendment amends certain financial
condition covenants, reduces available borrowing capacity under the Revolving
Loan to $150,000 until such time as the Company delivers a compliance
certificate with respect to its financial statements for the fiscal quarter
ended June 30, 2003, and permits the issuance of the senior unsecured notes to
HMTF. The second amendment to the Credit Agreement became effective on July 19,
2001, in connection with the issuance of the senior unsecured notes to HMTF.

SENIOR UNSECURED NOTES

SENIOR SUBORDINATED NOTES AND SERIES B SENIOR SUBORDINATED NOTES

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CHIPS LOAN NOTES LIABILITY

11. COMMITMENTS

<Table>
<Caption>
YEAR ENDING DECEMBER 31, CAPITAL OPERATING
- ------------------------ ------- ---------

2002........................................................ $1,361 $11,306
2003........................................................ 1,282 8,448
2004........................................................ 1,312 6,774
2005........................................................ 884 5,301
2006........................................................ 181 5,150
Thereafter.................................................. -- 18,278
------ -------
Total..................................................... 5,020 $55,257
=======
Less: Amounts representing interest......................... (792)
------
Capital lease obligations (see Note 10)................... $4,228
======
</Table>

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. INCOME TAXES

The Company accounts for income taxes in accordance with the provisions of
SFAS No. 109. The benefit for income taxes for the years ended December 31,
1999, 2000 and 2001, consists of the following:

<Table>
<Caption>
1999 2000 2001
-------- ------- -----

Reconciliation between the statutory income tax rate and effective tax rate
is summarized below:

<Table>
<Caption>
1999 2000 2001
--------- -------- ---------

U.S. Federal statutory rate........................ $(253,772) $(37,699) $(205,458)
State taxes, net of Federal provision (benefit).... (1,325) (1,860) (7,558)
Foreign taxes in excess of U.S. statutory rate..... 8,030 (31,233) (9,690)
Interest deductible for tax, eliminated for book... -- (4,846) --
Amortization of goodwill and write-off of acquired
in-process research and development costs........ 77,309 12,067 58,440
Non-cash compensation expense...................... 38,525 41,782 --
Loss on investment in foreign subsidiaries......... (130,931) (204,197) --
Change in the valuation allowance for deferred tax
assets........................................... 244,255 230,967 128,000
Federal taxes on undistributed loss of foreign
subsidiaries..................................... (4,203) (8,166) --
Cancellation of Indebtedness Income................ -- -- 32,360
Equity in earnings of affiliate not taxable due to
dividends received deduction..................... (1,400) -- --
Other.............................................. 300 262 3,906
--------- -------- ---------
$ (23,212) $ (2,923) $ --
========= ======== =========
</Table>

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The tax effects of significant temporary differences representing deferred
tax assets and liabilities at December 31 are as follows:

<Table>
<Caption>
2000 2001
--------- ---------

Approximate domestic and foreign income (loss) before income tax provision
and extraordinary item are as follows:

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
---------------------------------
1999 2000 2001
--------- --------- ---------

Domestic.......................................... $(175,511) $(144,982) $(400,828)
Foreign........................................... (549,553) 37,271 (186,191)
</Table>

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. CONTINGENCIES

The Company believes it is in material compliance with applicable
environmental laws and regulations and that its environmental controls are
adequate to address existing regulatory requirements.

14. BUSINESS SEGMENT INFORMATION

The Company operates in one segment -- a worldwide independent provider of
electronics manufacturing services, which are sold throughout many diverse
markets.

Pertinent financial data by major geographic segments is as follows:

<Table>
<Caption>
OPERATING CAPITAL
NET SALES INCOME/(LOSS) TOTAL ASSETS EXPENDITURES
---------- ------------- ------------ ------------

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Sales by country of destination are as follows:

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
------------------------------------
1999 2000 2001
---------- ---------- ----------

Property, plant and equipment by country are as follows:

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------
2000 2001
---------- ----------

15. CONCENTRATION OF BUSINESS

Sales to Lucent Technologies directly and through other contract electronic
manufacturers were 26%, 21% and 21% of net revenues for the years ended December
31, 1999, 2000 and 2001, respectively.

16. STOCK OPTION PLANS

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
---------------------------------
1999 2000 2001
--------- --------- ---------

<Table>
<Caption>
WEIGHTED AVERAGE ASSUMPTIONS 1999 2000 2001
- ---------------------------- ---- ---- ----

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Presented below is a summary of the status of the stock options and
warrants and the related transactions for the years ended December 31, 1999,
2000 and 2001:

<Table>
<Caption>
WEIGHTED
AVERAGE EXERCISE
SHARES PRICE PER SHARE
---------- ----------------

Options outstanding at December 31, 1998.................. 2,940,404 $6.64
Granted................................................. 2,509,993 7.32
Exercised............................................... (7,500) 6.30
Forfeited/expired....................................... (209,667) 7.23
----------
Options outstanding at December 31, 1999.................. 5,233,230 6.81
Granted................................................. 3,525,259 14.66
Exercised............................................... (88,167) 6.07
Forfeited/expired....................................... (184,601) 12.39
----------
Options outstanding at December 31, 2000.................. 8,485,721 12.65
Granted/assumed......................................... 12,167,238 1.35
Exercised............................................... (70,821) 2.11
Forfeited/expired....................................... (931,130) 8.58
----------
Options outstanding at December 31, 2001.................. 19,651,008 $5.36
========== =====
</Table>

The following table summarizes the status of stock options and warrants
outstanding and exercisable at December 31, 2001:

<Table>
<Caption>
STOCK OPTIONS OUTSTANDING STOCK OPTIONS EXERCISABLE
----------------------------------------- --------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
REMAINING EXERCISE EXERCISE
CONTRACTUAL LIFE PRICE PER PRICE PER
RANGE OF EXERCISE PRICE PER SHARE SHARES (YEARS) SHARE SHARES SHARE
- --------------------------------- ---------- ---------------- --------- ------------ -----------

$ -- to $ 4.20.............. 12,135,169 9.5 $ 0.49 10,332,669 $ 0.09
$ 4.21 to $ 6.30.............. 469,282 5.9 5.46 296,944 5.78
$ 6.31 to $ 8.40.............. 1,420,828 7.4 7.28 745,990 7.24
$ 8.41 to $10.50.............. 1,821,494 8.2 9.11 1,821,494 9.11
$10.51 to $12.60.............. 912,901 9.0 11.00 4,180 11.00
$12.61 to $18.90.............. 147,500 8.9 17.44 29,500 17.44
$18.91 to $21.00.............. 2,743,834 8.3 21.00 2,266,825 21.00
---------- ------ ---------- ------
Total.................... 19,651,008 $ 5.36 15,497,602 $ 4.68
========== ====== ========== ======
</Table>

17. RETIREMENT PLANS

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

18. RESEARCH AND DEVELOPMENT

19. RELATED PARTY TRANSACTIONS

20. EXTRAORDINARY ITEM AND CHANGE IN ACCOUNTING

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of start-up costs as of January 1, 1999, of $18,443 (net of income tax benefit
of $6,734) as a cumulative effect of a change in accounting principle.

21. NON-CASH COMPENSATION EXPENSE

22. INITIAL PUBLIC OFFERING

23. SUBSEQUENT EVENTS

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

VIASYSTEMS, INC. AND SUBSIDIARIES

QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED)

The following is a summary of unaudited quarterly financial information of
Viasystems, Inc. and subsidiaries for 2000 and 2001. In March 2000, we acquired
all of the outstanding shares of Wirekraft Industries, Inc. in a transaction
between entities under common control, which was accounted for in a manner
similar to a pooling of interest and thus the historical financial data of
Viasystems and Wirekraft have been combined.
<Table>
<Caption>
2000 2001
--------------------------------------------------- -----------
MARCH 31(1) JUNE 30 SEPTEMBER 30 DECEMBER 31 MARCH 31(2)
----------- -------- ------------ ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Caption>
2001
---------------------------------------------
JUNE 30(3) SEPTEMBER 30(4) DECEMBER 31(5)
---------- --------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

- ---------------

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND FINANCIAL
DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1. Financial Statements

The information required by this item is included in Item 8 of Part II of
this Form 10-K.

2. Financial Statement Schedule

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31
(IN THOUSANDS)

1999.......................... $4,223 $2,632 $ 1,784 $ (973) $(255) $ 7,411
====== ====== ======= ======= ===== =======
2000.......................... $7,411 $ (327)(1) $ 564 $ (383) $ (32) $ 7,233
====== ====== ======= ======= ===== =======
2001.......................... $7,233 $ 302 $11,483 $(3,290) $ (74) $15,654
====== ====== ======= ======= ===== =======
</Table>

- ---------------

(1) Included in this figure is $(2,439) which was a reduction in the allowance
for doubtful accounts as a result of the distribution of the operations
formerly conducted by ISL, Forward, Zincocelere and Viasystems Sweden in
March 2000. This reduction is offset by an increase in the allowance for
doubtful accounts of $2,112 from the acquisitions completed in 2000.

<Table>
<Caption>
VALUATION ALLOWANCE FOR
DEFERRED TAX ASSETS -- DEDUCTED BALANCE AT CHARGES TO CHARGES TO BALANCE AT
FROM DEFERRED TAXES IN THE BEGINNING ACQUISITIONS/ COST AND EXTRAORDINARY TRANSLATION END OF
BALANCE SHEET OF PERIOD (DISTRIBUTIONS) EXPENSES ITEMS ADJUSTMENTS PERIOD
- ------------------------------- ---------- --------------- ---------- ------------- ----------- ----------

1999....................... $ 0 $ 0 $244,255 $ 0 $0 $244,255
======== ======== ======== ======= == ========
2000....................... $244,255 $(87,723)(2) $230,967 $10,918 $0 $398,417
======== ======== ======== ======= == ========
2001....................... $398,417 $ 0 $128,000 $ 0 $0 $526,417
======== ======== ======== ======= == ========
</Table>

- ---------------

(2) Included here is the reduction in the valuation allowance as a result of the
distribution of the operations formerly conducted by ISL, Forward and
Zincocelere.

3. Exhibits

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

2.1 -- Securities Purchase Agreement, dated as of October 1, 1996,
among Viasystems Group, Inc. (formerly known as Circo Craft
Holding Company) and certain Purchasers (as defined
therein)(1)
2.2 -- Acquisition Agreement, dated as of November 26, 1996, among
Lucent Technologies Inc., Viasystems Group, Inc. (formerly
known as Circo Technologies Group, Inc.) and Viasystems,
Inc. (formerly known as Circo Craft Technologies, Inc.)(1)
2.3 -- Agreement and Plan of Merger, dated as of April 11, 1997 by
and among Viasystems Group, Inc., HMTF Acquisition, L.P.,
HMTF U.K. Acquisition Company, Hicks, Muse, Tate & Furst
Equity Fund III and HM3 Coinvestors, L.P.(1)
2.4 -- Agreement and Plan of Merger, dated as of June 5, 1997, by
and between Viasystems Group, Inc. and Chips Holdings,
Inc.(1)
2.5 -- Agreement and Plan of Merger, dated as of June 6, 1997, by
and between Viasystems, Inc. and Chips Acquisition, Inc.(1)
2.6 -- Acquisition Agreement, dated as of January 29, 1998, among
Viasystems B.V. and Print Service Holding N.V.(4)
2.7 -- Sale and Purchase Agreement, dated as of February 11, 1998,
between Viasystems, S.r.l., as purchaser, European Circuits
SA and individuals named therein, as sellers(4)
2.8 -- Share Purchase Agreement, dated August 1, 1999, among
Termbray Electronics (B.V.I.) Limited, Termbray Industries
International (Holdings) Limited, Viasystems, Inc. and
Viasystems Group, Inc.(6)
2.9 -- Stock Purchase Agreement, dated March 23, 2000, by and among
International Wire Group, Inc., Wirekraft Industries, Inc.
and Viasystems International, Inc.(13)
3.1 -- Amended and Restated Certificate of Incorporation of
Viasystems Group, Inc.(12)
3.2 -- Amended and Restated Bylaws of Viasystems Group, Inc.(12)
4.1 -- Credit Agreement, dated as of March 29, 2000, among
Viasystems Group, Inc., as Guarantor, Viasystems, Inc. as
U.S. Borrower, Viasystems Canada, Inc. and Print Service
Holding N.V., as Foreign Subsidiary Borrowers, The Several
Banks and other Financial Institutions parties thereto, The
Chase Manhattan Bank of Canada, as Canadian Administrative
Agent, Chase Manhattan Bank International Limited, as
Multicurrency Administrative Agent, and The Chase Manhattan
Bank, as Administrative Agent, Bank of America, N.A. as
Syndication Agent, Bankers Trust Company, as Syndication
Agent, and Chase Securities Inc., as Sole Book Manager and
Sole Lead Arranger.(12)
4.2 -- Indenture, dated as of June 6, 1997, by and between
Viasystems, Inc. and The Bank of New York, as Trustee(1)
4.3 -- Form of New Note (included in Exhibit 4.2, Exhibit B)
4.4 -- Indenture, dated as of February 17, 1998, by and between
Viasystems, Inc. and The Bank of New York, as Trustee(4)
4.5 -- Form of Exchange Note (included in Exhibit 4.4, Exhibit B)
</Table>

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

4.6 -- First Amendment, dated April 23, 2001, to the Credit
Agreement, Dated as of March 29, 2000, among Viasystems
Group, Inc., as Guarantor, Viasystems, Inc., as U.S.
Borrower, Viasystems Canada, Inc. and Print Service Holding
N.V., as Foreign Subsidiary Borrowers, The Several Banks and
other Financial Institutions parties thereto, The Chase
Manhattan Bank of Canada, as Canadian Administrative Agent,
Chase Manhattan Bank International Limited, as Multicurrency
Administrative Agent, and The Chase Manhattan Bank, as
Administrative Agent, Bank of America, N.A. as Syndication
Agent, Bankers Trust Company, as Syndication Agent, and
Chase Securities Inc., as Sole Book Manager and Sole Lead
Arranger.(14)
4.7 -- Second Amendment, dated as of June 28, 2001, to the Credit
Agreement, dated as of March 29, 2000, as amended by the
First Amendment dated as of April 23, 2001, among Viasystems
Group, Inc., Viasystems, Inc., as U.S. Borrower, Viasystems
Canada, Inc. And Print Service Holding N.V., as Foreign
Subsidiary Borrowers, the several banks and other financial
institutions parties thereto, The Chase Manhattan Bank of
Canada, as Canadian Administrative Agent, Chase Manhattan
Bank International Limited, as Multicurrency Administrative
Agent, and The Chase Manhattan Bank, as Administrative
Agent.(15)
4.8 -- Form of Warrant Certificate dated as of July 19, 2001,
issued in the denominations and to the investors listed on
Annex A thereto.(15)
4.9 -- Form of 14% Senior Note due 2007 dated as of July 19, 2001,
issued in the denominations and to the investors listed on
Annex A thereto.(15)
4.10 -- Registration Rights Agreement dated as of July 19, 2001, by
and among Viasystems Group, Inc. and the investors named
herein.(15)
4.11 -- Third Amendment, dated as of March 29, 2002, to the Credit
Agreement, dated as of March 29, 2000, as amended by the
First Amendment dated as of April 23, 2001, and the Second
Amendment dated as of June 28, 2001, among Viasystems Group,
Inc., Viasystems, Inc. as U.S. Borrower, Viasystems Canada,
Inc. and Print Service Holding N.V., as Foreign Subsidiary
Borrowers, the several banks and other financial
institutions parties thereto, The Chase Manhattan Bank of
Canada, as Canadian Administrative Agent, Chase Manhattan
Bank International Limited, as Multicurrency Administrative
Agent, and The Chase Manhattan Bank, as Administrative
Agent.(16)
10.1 -- Supply Agreement dated as of November 26, 1996, by and
between Lucent Technologies Inc. and Circo Craft
Technologies, Inc. (confidential treatment was granted with
respect to certain portions of this exhibit)(3)
10.2 -- Amended and Restated Viasystems Group, Inc. 1997 Stock
Option Plan(2)
10.3 -- Form of Amended and Restated Stock Option Agreement dated as
of March 30, 2000 between Viasystems Group, Inc. and James
N. Mills(11)
10.4 -- Form of Amended and Restated Stock Option Agreement dated as
of March 30, 2000 between Viasystems Group, Inc. and David
M. Sindelar(11)
10.5 -- Viasystems Group, Inc. Stock Option Agreement, dated as of
February 4, 1997, with Richard W. Vieser(2)
10.6 -- Viasystems Group, Inc. Stock Option Agreement, dated as of
February 4, 1997, with Kenneth F. Yontz(4)
10.7 -- Third Amended and Restated Monitoring and Oversight
Agreement, dated as of June 6, 1997, among Viasystems Group,
Inc., Viasystems, Inc., Viasystems Technologies Corp., Circo
Craft Co. Inc., Viasystems International, Inc., PCB
Acquisition Limited, PCB Investments PLC, Chips Acquisition
Limited and Hicks, Muse & Co. Partners, L.P.(2)
10.8 -- Third Amended and Restated Financial Advisory Agreement
dated as of June 6, 1997, among Viasystems Group, Inc.,
Viasystems, Inc., Viasystems Technologies Corp., Circo Craft
Co. Inc., Viasystems International, Inc., PCB Acquisition
Limited, PCB Investments PLC, Chips Acquisition Limited and
Hicks, Muse & Co. Partners, L.P.(2)
10.9 -- Amended and Restated Executive Employment Agreement, dated
as of February 16, 2000, by and among Viasystems Group,
Inc., Viasystems, Inc., Viasystems Technologies Corp. LLC
and James N. Mills(9)
</Table>

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

10.10 -- Amended and Restated Executive Employment Agreement, dated
as of February 16, 2000, by and among Viasystems Group,
Inc., Viasystems, Inc., Viasystems Technologies Corp. LLC
and David M. Sindelar(9)
10.11 -- Agreement, dated as of December 30, 1996, between
Viasystems, Inc. (formerly known as Circo Craft
Technologies, Inc.) and the Communication Workers of
America(2)
10.12 -- Environmental, Health and Safety Agreement, dated as of
November 26, 1996, between Lucent Technologies and
Viasystems, Inc. (formerly known as Circo Craft
Technologies, Inc.)(1)
10.13 -- Amended and Restated Executive Employment Agreement, dated
as of February 16, 2000, by and among Viasystems Group,
Inc., Viasystems, Inc. and Viasystems Technologies Corp. LLC
and Timothy L. Conlon(9)
10.14 -- Amended and Restated Stockholders Agreement, dated as of
June 6, 1997,among Viasystems Group, Inc. and certain
stockholders of Viasystems Group, Inc.(10)
10.15 -- First Amendment to Amended and Restated Stockholders
Agreement, dated as of November 4, 1998, among Viasystems
Group, Inc. and certain stockholders of Viasystems Group,
Inc.(10)
10.16 -- Parts Sourcing Contract, dated as of December 2, 1994, among
Wirekraft Industries, Inc. and General Electric Company
(Confidential treatment has been granted with respect to
certain portions of this exhibit.)(7)
10.17 -- Agreement dated as of December 29, 1995 among Wirekraft
Industries, Inc. and General Electric Company (Confidential
treatment has been granted with respect to certain portions
of this exhibit.)(8)
10.18 -- Viasystems Group, Inc. 1999 Key Management Incentive
Compensation Plan(10)
10.19 -- Contract Manufacturing Agreement, dated January 1, 2000, by
and between Mommers Print Service BV and Viasystems Sweden
AB(13)
10.20 -- Contract Manufacturing Agreement, dated January 1, 2000, by
and between Mommers Print Service BV and Viasystems Tyneside
Limited(13)
10.21 -- Supply Agreement, dated as of March 29, 2000, by and between
International Wire Group, Inc. and Wirekraft Industries,
Inc.(13)
10.22 -- Termination and Release Agreement, dated as of March 29,
2000, by and among Viasystems Group, Inc., Viasystems, Inc.,
Viasystems Technologies Corp., Viasystems Canada, Inc.
(f/k/a Circo Craft Co. Inc.), PCB Investments Limited,
Viasystems International, Inc., Viasystems Group Limited
(f/k/a PCB Acquisition Limited), Chips Acquisition Limited,
and Hicks, Muse & Co. Partners, L.P.(12)
</Table>

- ---------------

(1) Incorporated by reference to the Registration Statement of Viasystems, Inc.
on Form S-1. (File No. 333-29727).

(2) Incorporated by reference to Amendment No. 1 to the Registration Statement
of Viasystems, Inc. on Form S-1.

(3) Incorporated by reference to Amendment No. 2 to the Registration Statement
of Viasystems, Inc. on Form S-1.

(4) Incorporated by reference to Viasystems, Inc.'s 1997 Annual Report on Form
10-K.

(5) Incorporated by reference to Viasystems, Inc.'s 1998 Annual Report on Form
10-K.

(6) Incorporated by reference to the Form 8-K/A of Viasystems, Inc. filed on
October 15, 1999.

(7) Incorporated by reference to the Registration Statement of International
Wire Group, Inc. on Form S-1 (File No. 333-93970).

(8) Incorporated by reference to International Wire Group, Inc.'s 1995 Annual
Report on Form 10-K.

(9) Incorporated by reference to Amendment No. 1 to Viasystems Group, Inc.'s
Registration Statement on Form S-1 (File No. 333-94321).

(10) Incorporated by reference to Amendment No. 2 to Viasystems Group, Inc.'s
Registration Statement on Form S-1 (File No. 333-94321).

(11) Incorporated by reference to Amendment No. 3 to Viasystems Group, Inc.'s
Registration Statement on Form S-1 (File No. 333-94321).

(12) Incorporated by reference to Viasystems Group, Inc.'s Form 10-Q filed on
May 10, 2000.

(13) Incorporated by reference to Viasystems Group, Inc.'s Registration
Statement on Form S-1 (File No. 333-46780).

(14) Incorporated by reference to Viasystems Group, Inc.'s Form 10-Q filed on
May 3, 2001.

(15) Incorporated by reference to Viasystems Group, Inc.'s Form 10-Q filed on
July 30, 2001.

(16) Incorporated by reference to Viasystems Group, Inc.'s 2001 Annual Report on
Form 10-K.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of 2001.

EXHIBIT B-4

Viasystems, Inc.'s Form 10-Q
for the quarter ended June 30, 2002

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------

FORM 10-Q

<Table>

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO
</Table>

COMMISSION FILE NUMBER 333-29727

VIASYSTEMS, INC.
(Exact name of Registrant as specified in charter)

<Table>

DELAWARE 43-1777252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</Table>

101 SOUTH HANLEY ROAD
ST. LOUIS, MO 63105
(314) 727-2087
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

<Table>
<Caption>
CLASS OUTSTANDING AT AUGUST 14, 2002
----- ------------------------------

Viasystems, Inc. Common Stock, par value $.01 per share 1,000 shares
</Table>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

VIASYSTEMS, INC. & SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
PAGE
----

PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Viasystems, Inc. & Subsidiaries
Condensed Consolidated Balance Sheets as of December 31,
2001 and June 30, 2002................................. 1
Condensed Consolidated Statements of Operations for the
three and six months ended June 30, 2001 and 2002...... 2
Condensed Consolidated Statements of Cash Flows for the
three and six months ended June 30, 2001 and 2002...... 3
Notes to Condensed Consolidated Financial Statements...... 4
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition........................ 11
Item 3. Quantitative and Qualitative Disclosures about
Market Risk............................................... 16

PART II -- OTHER INFORMATION
Item 3. Defaults Upon Senior Securities.................... 17
Item 6. Exhibits and Reports on Form 8-K................... 17
</Table>

VIASYSTEMS, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
DECEMBER 31, JUNE 30,
2001 2002
------------ -----------
(UNAUDITED)
(IN THOUSANDS)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 34,202 $ 85,153
Accounts receivable, net.................................. 157,443 173,918
Inventories............................................... 113,589 106,862
Prepaid expenses and other................................ 37,036 40,694
----------- -----------
Total current assets................................... 342,270 406,627
Property, plant and equipment, net.......................... 353,651 336,267
Intangibles and other assets, net........................... 292,124 275,018
----------- -----------
Total assets........................................... $ 988,045 $ 1,017,912
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term obligations and amounts
subject to acceleration (includes $0 and $368,243 held
by related parties, respectively)...................... $ 3,215 $ 1,100,660
Accounts payable.......................................... 125,897 130,158
Accrued and other liabilities............................. 90,502 106,559
Income taxes payable...................................... 602 2,463
----------- -----------
Total current liabilities.............................. 220,216 1,339,840
Long-term obligations, less current maturities (includes
$242,900 and $0 held by related parties, respectively).... 1,037,704 9,759
Other non-current liabilities............................... 40,449 39,778
Stockholders' equity:
Common stock.............................................. -- --
Paid-in capital........................................... 1,634,512 1,634,512
Accumulated deficit....................................... (1,901,957) (1,975,217)
Accumulated other comprehensive loss...................... (42,879) (30,760)
----------- -----------
Total stockholders' equity............................. (310,324) (371,465)
----------- -----------
Total liabilities and stockholders' equity............. $ 988,045 $ 1,017,912
=========== ===========
</Table>

See accompanying notes to condensed consolidated financial statements.

VIASYSTEMS, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2001 2002 2001 2002
--------- -------- --------- --------
(IN THOUSANDS)
(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

VIASYSTEMS, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
--------------------
2001 2002
--------- --------
(IN THOUSANDS)
(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

1. BASIS OF PRESENTATION

The unaudited interim condensed consolidated financial statements of
Viasystems, Inc. ("Viasystems") and its subsidiaries reflect all adjustments
consisting only of normal recurring adjustments that are, in the opinion of
management, necessary for a fair presentation of financial position and results
of operations. Viasystems, together with its subsidiaries and its holding
company parent, Viasystems Group, Inc. ("Group"), is herein referred to as the
"Company." The results for the three and six months ended June 30, 2002, are not
necessarily indicative of the results that may be expected for a full fiscal
year. These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in Viasystems' 2001
Annual Report on Form 10-K and other filings made with the Securities and
Exchange Commission.

2. SALE OF JOINT VENTURE INTEREST

3. RESTRUCTURING AND IMPAIRMENT CHARGES

Additionally, during the quarter ended March 31, 2002, the Company reversed
$1,646 of excess restructuring accruals, primarily related to the closure of its
Puerto Rico PCB fabrication facility.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Below is a table summarizing restructuring and impairment activity for the
six months ended June 30, 2002:

Restructuring Activities:
Personnel and
severance............. $ 7,570 $1,106 $1,802 $ -- $ 2,908 $2,631 $ -- $ 7,847
Lease and other
contractual
commitments........... 7,343 540 25 (1,646) (1,081) 1,948 -- 4,314
Other................... 155 -- 991 -- 991 57 -- 1,089
Asset Impairments......... -- -- 4,748 -- 4,748 -- 4,748 --
------- ------ ------ ------- ------- ------ ------ -------
Total restructuring and
impairment charges...... $15,068 $1,646 $7,566 $(1,646) $ 7,566 $4,636 $4,748 $13,250
======= ====== ====== ======= ======= ====== ====== =======
</Table>

4. INVENTORIES

The composition of inventories at June 30, 2002, is as follows:

<Table>

5. GOODWILL AND OTHER INTANGIBLE ASSETS

Had the implementation of SFAS 142 occurred at January 1, 2001, and
amortization of goodwill ceased, net loss, for the three and six months ended
June 30, 2001, would have been as follows:

<Table>
<Caption>
JUNE 30, 2001
-------------------------
THREE MONTHS SIX MONTHS
ENDED ENDED
------------ ----------

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Developed technologies............ $ 37,443 $(14,969) $ 38,689 $(17,191)
Customer list..................... 70,240 (57,463) 70,642 (68,815)
Other............................. 2,651 (496) 2,651 (688)
-------- -------- -------- --------
Total........................ $110,334 $(72,928) $111,982 $(86,694)
======== ======== ======== ========
</Table>

Expected future annual amortization expense is as follows:

<Table>

- ---------------

* Represents remaining six month period ending December 31, 2002.

6. LONG-TERM OBLIGATIONS AND PLAN OF REORGANIZATION

The composition of long-term obligations at June 30, 2002, is as follows:

<Table>

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

expected. As a result of the downturn and the Company's highly leveraged capital
structure, the Company failed to satisfy certain financial maintenance covenants
contained in its senior secured credit facility at the end of the first quarter
of 2002.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As of June 30, 2002, the Company had $85.2 million of cash and cash
equivalents and the Company had revolver availability under the senior secured
credit facility of $17.9 million.

The Company anticipates that its primary uses of cash for the next twelve
months will be:

- to meet working capital requirements;

- for capital expenditures for maintenance, replacement and acquisitions of
equipment, expansion of capabilities, productivity improvements and
product and process technology development; and

- to pay interest on, and to repay principal of, indebtedness under its
senior secured credit facility.

7. COMPREHENSIVE INCOME

The components of comprehensive income, net of tax, are as follows:

<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2001 2002 2001 2002
--------- -------- --------- --------

8. BUSINESS SEGMENT INFORMATION

The Company operates in one product business segment -- a worldwide
vertically integrated independent provider of electronics manufacturing
services, which are sold throughout many diverse markets.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's operations are located worldwide and are analyzed by three
geographical segments. Segment data includes intersegment revenues.

Pertinent financial data by major geographic segments is as follows:

<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2001 2002 2001 2002
--------- -------- --------- --------

9. NEW ACCOUNTING STANDARDS

In October 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations", to be effective for all
fiscal years beginning after June 15, 2002, with early adoption permitted. SFAS
No. 143 provides for the fair value of a liability for an asset retirement
obligation covered under the scope of SFAS No. 143 to be recognized in the
period in which the liability is incurred, with an offsetting increase in the
carrying amount of the related long-lived asset. Over time, the liability would
be accreted to its present value, and the capitalized cost would be depreciated
over the useful life of the related asset. Upon settlement of the liability, an
entity would either settle the obligation for its recorded amount or incur a
gain or loss upon settlement. The Company is currently assessing the impact, if
any, of SFAS No. 143 on its financial position, results of operations and cash
flows as well as timing of its adoption.

VIASYSTEMS, INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

December 15, 2002 with early adoption encouraged. SFAS No. 146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. SFAS No. 146
also establishes that fair value is the objective for initial measurement of the
liability. This Statement applies to costs associated with an exit activity that
does not involve an entity newly acquired in a business combination or with a
disposal activity covered by SFAB No. 144. This statement does not apply to
costs associated with the retirement of a long-lived asset covered by SFAS No.
143. The Company is currently assessing the impact of SFAS No. 146 on its
financial position, results of operations and cash flows as well as timing of
its adoption.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and the notes thereto included in
this Form 10-Q.

You should understand that many important factors could cause our results
to differ materially from those expressed in forward-looking statements. These
factors include, but are not limited to, fluctuations in our operating results
and customer orders, unexpected decreases in demand or increases in our
inventory levels, our competitive environment, our reliance on our largest
customers, risks associated with our international operations, our ability to
protect our patents and trade secrets, environmental laws and regulations, our
relationship with unionized employees, risks associated with our acquisition
strategy, our substantial indebtedness, control by our largest stockholders and
other factors.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2002, COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

During the quarter ended June 30, 2002 we incurred $4.6 million in
professional fees related to our plan of reorganization to reduce debt on our
balance sheet.

SIX MONTHS ENDED JUNE 30, 2002, COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

Additionally, during the quarter ended March 31, 2002, we reversed $1.6
million of excess restructuring accruals, primarily related to the closure of
its Puerto Rico PCB fabrication facility.

During the six months ended June 30, 2002 we incurred $4.6 million in
professional fees related to our plan of reorganization to reduce debt on our
balance sheet.

CASH FLOWS

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2002, we had $85.2 million of cash and cash equivalents and
we had revolver availability under the senior secured credit facility of $17.9
million.

We anticipate that our primary uses of cash for the next twelve months will
be:

- to meet working capital requirements;

- for capital expenditures for maintenance, replacement and acquisitions of
equipment, expansion of capabilities, productivity improvements and
product and process technology development; and

- to pay interest on, and to repay principal of, indebtedness under our
senior secured credit facility.

NEW ACCOUNTING STANDARDS

incur a gain or loss upon settlement. We are currently assessing the impact, if
any, of SFAS No. 143 on our financial position, results of operations and cash
flows as well as timing of its adoption.

In April 2002, the Financial Accounting Standards Board issued SFAS No. 145
"Gain or loss on early extinguishment of debt", to be effective for fiscal years
beginning after May 15, 2002, with immediate effectiveness for certain
transactions occurring after May 15, 2002, with overall early adoption
permitted. SFAS No. 145 among other things, eliminated the prior requirement
that all gains and losses from the early extinguishment of debt be classified as
an extraordinary item. Upon adoption of SFAS No. 145, gains and losses from the
early extinguishment of debt are now classified as an extraordinary item only if
they meet the "unusual and infrequent" criteria contained in Accounting
Principles Bulletin ("APBO") No. 30. In addition, upon adoption of SFAS No. 145,
all gains and losses from the early extinguishment of debt that had been
classified as an extraordinary item are to be reassessed to determine if they
would have met the "unusual and infrequent" criteria of APBO No. 30; any such
gain or loss that would not have met the APBO No. 30 criteria are retroactively
reclassified and reported as a component of income before extraordinary item. We
are currently assessing the impact of SFAS No. 145 on our financial position,
results of operations and cash flows.

In June 2002, Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" to be
effective for exit or disposal activities initiated after December 15, 2002 with
early adoption encouraged. SFAS No. 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. SFAS No. 146 also establishes that
fair value is the objective for initial measurement of the liability. This
Statement applies to costs associated with an exit activity that does not
involve an entity newly acquired in a business combination or with a disposal
activity covered by SFAB No. 144. This statement does not apply to costs
associated with the retirement of a long-lived asset covered by SFAS No. 143. We
are currently assessing the impact of SFAS No. 146 on our financial position,
results of operations and cash flows as well as timing of its adoption.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

FOREIGN CURRENCY RISK

PART II OTHER INFORMATION

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<Table>

3.1 Certificate of Incorporation of Viasystems, Inc.
(incorporated by reference to exhibit 3.1 to the
Registration Statement of Viasystems, Inc. on Form S-1,
Registration No. 333-29727 filed on June 20, 1997).
3.2 Bylaws of Viasystems, Inc. (incorporated by reference to
exhibit 3.2 to the Registration Statement of Viasystems,
Inc. on Form S-1, Registration No. 333-29727 filed on June
20, 1997).
4.11 Third Amendment, dated March 29, 2002, to the Credit
Agreement, dated as of March 29, 2000, as amended by the
First Amendment dated as of April 23, 2001, and the Second
Amendment dated as of June 28, 2001, among Viasystems Group,
Inc., as Guarantor, Viasystems, Inc., as U.S. Borrower,
Viasystems Canada, Inc. and Print Service Holding N.V., as
Foreign Subsidiary Borrowers, the several banks and other
Financial Institutions parties thereto, The Chase Manhattan
Bank of Canada, as Canadian Administrative Agent, Chase
Manhattan Bank International Limited, as Multicurrency
Administrative Agent, and The Chase Manhattan Bank, as
Administrative Agent (incorporated by reference to exhibit
4.11 to Viasystems Group, Inc.'s 2001 Annual Report on Form
10-K filed on April 1, 2002).
4.12 Fourth Amendment and Waiver, dated as of May 29, 2002, with
respect to the Credit Agreement, dated as of March 29, 2000,
as amended by the First Amendment dated as of April 23,
2001, the Second Amendment dated as of June 28, 2001 and the
Third Amendment dated as of March 29, 2002, among Viasystems
Group, Inc., Viasystems, Inc., as U.S. Borrower, Viasystems
Canada Holdings, Print Service Holding N.V., the several
banks and other financial institutions from time-to-time
parties thereto, J.P. Morgan Bank Canada, as Canadian
administrative agent, J.P. Morgan Europe Limited, as the
multicurrency administrative agent, and J.P. Morgan Chase
Bank, as administrative agent (incorporated by reference to
exhibit 4.12 to Viasystems Group, Inc.'s Quarterly Report on
Form 10-Q filed on August 14, 2002).
10.23 Agreement, dated as of February 4, 2002, among Viasystems
Group, Inc., Viasystems, Inc., Viasystems Technologies Corp.
LLC, Viasystems Milwaukee, Inc., Viasystems International,
Inc., Wire Harness LLC, Viasystems Milford LLC, Viasystems
San Jose, Inc., Viasystems Portland, Inc., and James N.
Mills (incorporated by reference to exhibit 10.23 to
Amendment No. 2 to Viasystems Group, Inc.'s 2001 Annual
Report on Form 10-K filed on April 29, 2002).
99.1 Certification by Joseph S. Catanzaro, Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as adopted by
Section 906 of the "Sarbanes-Oxley Act of 2002".*
99.2 Certification by David M. Sindelar, Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted by Section
906 of the "Sarbanes-Oxley Act of 2002".*
</Table>

- ---------------

* Filed herewith

(b) Reports on Form 8-K

Filed March 28, 2002, Reporting Item 5. We announced that Hicks, Muse, Tate
& Furst Incorporated increased its investment in Viasystems, Inc., a wholly
owned subsidiary of the Registrant.

EXHIBIT C

Liquidation Analysis and Best Interests Test

LIQUIDATION ANALYSIS

The Liquidation Analysis (the "Analysis") is based upon the Debtors'
balance sheets (unaudited) as of June 30, 2002.

The Debtors' management, with the assistance of Rothschild, has prepared
the Analysis. The Analysis presents the Debtors' current estimated net value of
its assets, as if they were liquidated under the provisions of Chapter 7 of the
United States Bankruptcy Code and the net proceeds of the liquidation were
distributed to the Debtors' creditors. The Debtors reserve the right to
periodically update or modify the estimates set forth herein.

The Analysis has not been examined or reviewed by independent accountants
in accordance with the standards promulgated by the AICPA. The estimates and
assumptions, although considered reasonable by the Debtors, are inherently
subject to significant uncertainties and contingencies beyond the control of the
Debtors. Accordingly, there can be no assurance that the results shown would be
realized if the Debtors were liquidated. Actual results in such case could vary
materially from those presented.

<Table>
<Caption>
LOW VALUE HIGH VALUE
----------------------- -----------------------
ESTIMATED ESTIMATED ESTIMATED ESTIMATED
6/30/02 LIQUIDATION RECOVERY LIQUIDATION RECOVERY
NOTES ACTUAL PROCEEDS % PROCEEDS %
----- ------- ----------- --------- ----------- ---------
($ in millions)

PROCEEDS FROM LIQUIDATION --
NORTH AMERICA
Cash B $ 58.1 $ 58.1 100.0% $ 58.1 100.0%
Accounts receivable, net C 81.4 75.1 92.2% 81.0 99.4%
Inventory D 50.7 25.9 51.1% 41.5 81.9%
Prepaid expenses and other E 23.7 5.5 23.2% 8.0 33.6%
Property, plant and equipment, net F 130.4 20.9 16.1% 33.7 25.9%
Intangibles and other assets, net G 131.4 0.1 0.1% 0.2 0.1%
------ ------ ------ ------ ------
GROSS PROCEEDS AVAILABLE FOR
DISTRIBUTION -- NORTH AMERICA $475.7 $185.6 39.0% $222.5 46.8%
====== ====== ======
Proceeds from Netherlands A 2.2 6.7
Proceeds from Italy A 0.0 0.0
Proceeds from UK A 11.9 14.6
Proceeds from France A 0.0 0.0
Proceeds from Asia A 27.6 57.0
------ ------
GROSS PROCEEDS AVAILABLE FOR DISTRIBUTION $227.4 $300.8
====== ======
DISTRIBUTION OF PROCEEDS
Secured Claims (estimated as of September
30, 2002)
Term Facilities $437.3 $182.3 41.7% $243.3 55.7%
Revolvers 88.5 36.9 41.7% 49.2 55.7%
Other and Capital Lease Obligations 8.2 8.2 100.0% 8.2 100.0%
------ ------ ------ ------ ------
Total Secured Claims $533.9 $227.4 42.6% $300.8 56.3%
====== ====== ====== ====== ======
Gross Proceeds Available after Secured
Claims $ 0.0 $ 0.0
</Table>

NOTES TO LIQUIDATION ANALYSIS

The following notes to the Analysis are an integral part of the Analysis.

A. The liquidation analysis assumes that all liabilities in Europe and Asia
must be satisfied using their respective assets before any proceeds can be
distributed to North America. In Netherlands and the UK, proceeds are
distributed to North America through intercompany receivables, which are pari
pasu to

C-1

unsecured claims. In Italy, France and Asia, intercompany receivables are
assumed to be subordinated to unsecured claims.

B. The Company's estimated consolidated Cash balance as of June 30, 2002 is
$85.2 million. In liquidation, the estimated recovery on the Cash balance is
100%.

C. Accounts Receivable is comprised primarily of amounts owed to the
Company by its customers. An estimated recovery percentage has been assigned for
each aging "bucket". The following recovery percentages have been assumed and
applied to the June 30, 2002 balance:

<Table>
<Caption>
LOW HIGH
------ ------

Current 100.0% - 100.0%
1 - 30 days 75.0% - 100.0%
31 - 60 days 50.0% - 75.0%
61 - 90 days 25.0% - 50.0%
90+ 0.0% - 25.0%
</Table>

D. Inventory is comprised of Raw Materials, Work-in-Process and Finished
Goods. An estimated recovery percentage has been assigned for each category. The
following recovery percentages have been assumed and applied to the June 30,
2002 balance:

<Table>
<Caption>
LOW HIGH
----- ------

Raw Materials 50.0% - 75.0%
WIP 0.0% - 25.0%
Finished Goods 75.0% - 100.0%
</Table>

E. Prepaid Expenses and Other are comprised mainly of miscellaneous prepaid
expenses such as prepaid insurance, taxes, utility deposits, materials,
equipment, etc. and deferred tax assets.

F. Property, Plant and Equipment is comprised of land, buildings, machinery
and equipment, deposits for fixed assets, motor vehicles, spare parts,
construction in process -- parts, moulds and tools, furniture and fixtures,
office equipment, construction in progress and leasehold improvements.
Recoveries are based on net value.

<Table>
<Caption>
LOW HIGH
----- -----

Land 40.0% - 60.0%
Buildings 40.0% - 60.0%
Machinery and Equipment 5.0% - 10.0%
Deposit for Fixed Assets 25.0% - 50.0%
Motor Vehicles 10.0% - 20.0%
Spare Parts 0.0% - 5.0%
Construction in Progress -- Parts 0.0% - 10.0%
Moulds & Tools 0.0% - 5.0%
Furniture and Fixtures 5.0% - 10.0%
Office Equipment 5.0% - 10.0%
Construction in Progress 5.0% - 10.0%
Leasehold Improvements 0.0% - 0.0%
</Table>

G. Intangibles and Other Assets are comprised primarily of goodwill,
intangible assets, deferred financing costs and other miscellaneous long-term
assets such as deposits, prepaid rent, deferred tax assets, etc. Goodwill,
intangible assets and deferred financing costs are assumed to have no value in
liquidation.

C-2

BEST INTERESTS TEST

<Table>
<Caption>
PLAN OF REORGANIZATION MIDPOINT VALUE LIQUIDATION ANALYSIS
--------------------------------------------------- -----------------------------------------
WITH DTI WITHOUT DTI LOW VALUE HIGH VALUE
----------------------------- ----------------------------- ------------------- -------------------
$ % $ % $ % $ %
CLAIM RECOVERY RECOVERY CLAIM RECOVERY RECOVERY RECOVERY RECOVERY RECOVERY RECOVERY
------ -------- -------- ------ -------- -------- -------- -------- -------- --------
($ in millions)

Class 1A and 1B --
Other Priority
Claims $ 0.0 $ 0.0 100.0% $ 0.0 $ 0.0 100.0% $ 0.0 NM $ 0.0 NM
Class 2A -- Group
Existing Credit
Agreement Claims 525.7(a) 525.7 100.0% 525.7(a) 525.7 100.0% 219.2 41.7% 292.6 55.7%
Class
2B -- Viasystems
Existing Credit
Agreement Claims 525.7(a) 525.7 100.0% 525.7(a) 525.7 100.0% 219.2 41.7% 292.6 55.7%
Class 3A and 3B --
Other Secured
Claims 0.0 0.0 100.0% 0.0 0.0 100.0% 8.2 100.0% 8.2 100.0%
Class 4 -- Viasystems
Senior Note Claims
and DTI Guaranty
Claims 133.6 80.1 60.0% 120.1 72.9 60.7% 0.0 0.0% 0.0 0.0%
Class 5A -- Group
Subordinated Note
Claims 540.6 217.2 40.2% 540.6 232.1 42.9% 0.0 0.0% 0.0 0.0%
Class
5B -- Viasystems
Subordinated Note
Claims 540.6 217.2 40.2% 540.6 232.1 42.9% 0.0 0.0% 0.0 0.0%
Class 6A -- Group
General Unsecured
Claims 2.0 0.5 22.6% 2.0 0.5 24.1% 0.0 0.0% 0.0 0.0%
Class
6B -- Viasystems
General Unsecured
Claims 0.2 0.1 45.8% 0.2 0.1 45.8% 0.0 NM 0.0 NM
Class 7A and 7B --
Intercompany Claims 0.0 0.0 100.0% 0.0 0.0 100.0% 0.0 NM 0.0 NM
Class 8 -- Existing
Group Preferred
Stock 55.1 4.1 7.4% 55.1 4.3 7.9% 0.0 0.0% 0.0 0.0%
Class 9A -- Existing
Group Common Stock 141.5(b) 0.0 0.0% 141.5(b) 0.0 0.0% 0.0 0.0% 0.0 0.0%
Class 9B -- Existing
Viasystems Common
Stock NM 0.0 100.0% NM 0.0 100.0% 0.0 NM 0.0 NM
Class 10 -- Existing
Other Equity
Interests NM 0.0 0.0% NM 0.0 0.0% 0.0 0.0% 0.0 0.0%
</Table>

- ---------------

(a) Exclusive of $11.5 million of issued and undrawn letters of credit

(b) Represents total common shares outstanding at August 14, 2002

C-3

EXHIBIT D

Financial Projections

VIASYSTEMS GROUP, INC.

UNAUDITED PROJECTED CONSOLIDATED INCOME STATEMENT

<Table>
<Caption>
FISCAL YEAR ENDING DECEMBER 31,
--------------------------------------------------------------
2002 2003 2004 2005 2006 2007
------- -------- -------- -------- -------- --------
(Dollars in Millions)

Revenue $ 944.1 $1,020.0 $1,149.0 $1,262.0 $1,360.0 $1,428.0
Costs of Goods Sold 753.6 786.6 886.9 978.9 1,058.0 1,110.9
------- -------- -------- -------- -------- --------
Gross Profit 190.5 233.4 262.1 283.1 302.0 317.1
SG&A 94.7 81.8 86.0 90.5 95.1 99.8
------- -------- -------- -------- -------- --------
EBITDA 95.8 151.7 176.0 192.6 207.0 217.3
Depreciation 75.0 71.7 75.2 79.6 88.7 107.2
Amortization 18.7 3.5 3.0 2.7 2.5 2.2
------- -------- -------- -------- -------- --------
EBIT 2.1 76.5 97.9 110.4 115.8 107.9
Restructuring and Other 35.9 1.7 1.7 1.7 1.7 1.7
Interest Expense, Net 82.7 30.6 33.4 35.3 36.2 35.1
------- -------- -------- -------- -------- --------
Pre-Tax Income (116.5) 44.2 62.8 73.4 77.9 71.1
Income Taxes (0.1) -- -- -- 13.7 16.2
------- -------- -------- -------- -------- --------
Net Income Before Preferred
Dividends (116.4) 44.2 62.8 73.4 64.2 54.9
Preferred Dividends 4.4 5.4 7.5 10.8 14.8 19.3
Other -- -- -- -- -- -
------- -------- -------- -------- -------- --------
Net Income (120.8) 38.9 55.2 62.6 49.4 35.5
</Table>

D-1

VIASYSTEMS GROUP, INC.

UNAUDITED PROJECTED CONSOLIDATED BALANCE SHEET

<Table>
<Caption>
12/31/02 12/31/03 12/31/04 12/31/05 12/31/06 12/31/07
--------- --------- --------- --------- --------- ---------
(DOLLARS IN MILLIONS)

Current Assets:
Cash and Cash Equivalents $ 59.8 $ 42.6 $ 47.0 $ 38.5 $ 37.5 $ 48.4
Accounts Receivable 163.6 185.8 198.0 220.4 239.6 251.5
Inventory 101.3 114.4 120.2 131.6 141.8 148.9
Deferred Tax Assets and
Other 36.2 37.5 39.7 41.6 43.3 44.4
--------- --------- --------- --------- --------- ---------
TOTAL CURRENT ASSETS $ 360.9 $ 380.3 $ 404.9 $ 432.1 $ 462.1 $ 493.3
Plant, Property & Equipment 326.4 346.6 374.5 406.9 435.2 445.0
Investment in Subsidiaries
and Other 274.1 271.6 269.0 266.7 264.5 262.5
--------- --------- --------- --------- --------- ---------
TOTAL ASSETS $ 961.3 $ 998.5 $ 1,048.4 $ 1,105.7 $ 1,161.9 $ 1,200.8
Current Liabilities:
Current Portion of
Long-Term Debt -- -- -- -- -- --
Accounts Payable 121.7 141.2 153.8 176.1 195.0 204.8
Accrued Expenses and Other 80.9 82.3 84.4 93.3 101.6 106.8
--------- --------- --------- --------- --------- ---------
TOTAL CURRENT LIABILITIES 202.7 223.5 238.1 269.3 296.6 311.6
Long-Term Debt 455.1 437.1 414.1 381.1 348.3 317.3
Other Long-Term Liabilities 36.3 26.8 23.1 9.7 8.5 8.9
Preferred Stock 187.3 192.3 199.0 209.0 222.5 241.4
Common Equity 1,540.0 1,540.0 1,540.0 1,540.0 1,540.0 1,540.0
Retained Earnings (1,460.0) (1,421.2) (1,365.9) (1,303.4) (1,254.0) (1,218.4)
--------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES & EQUITY $ 961.3 $ 998.5 $ 1,048.4 $ 1,105.7 $ 1,161.9 $ 1,200.8
</Table>

D-2

VIASYSTEMS GROUP, INC.

UNAUDITED PROJECTED CONSOLIDATED STATEMENT OF CASHFLOWS

<Table>
<Caption>
FISCAL YEAR ENDING DECEMBER 31,
--------------------------------------------------------
2002 2003 2004 2005 2006 2007
------- ------ ------- ------- ------- -------
(DOLLARS IN MILLIONS)

Net Income $(120.8) $ 38.9 $ 55.2 $ 62.6 $ 49.4 $ 35.5
Plus: Depr. Amort. and Other Non-Cash
Charges 109.1 80.1 84.9 92.2 104.7 128.4
Changes in Working Capital: 10.8 (26.2) (9.6) (18.4) (5.2) (5.0)
------- ------ ------- ------- ------- -------
Cash Flow Before Investing Activities (0.9) 92.8 130.5 136.4 148.8 158.9
Less: Acquisitions, Net of Cash
Acquired -- -- -- -- -- --
Less: Capital Expenditures (47.7) (92.0) (103.0) (112.0) (117.0) (117.0)
------- ------ ------- ------- ------- -------
Cash Flow Before Financing Activities (48.6) 0.8 27.5 24.4 31.8 41.9
Debt Repayments (397.2) (18.0) (23.0) (33.0) (32.8) (31.0)
Gain/(Loss) on Extinguishment of Debt 482.0 -- -- -- -- --
------- ------ ------- ------- ------- -------
Cash Flow Before Revolver 36.2 (17.2) 4.5 (8.6) (0.9) 10.9
Borrowings Under Revolver (10.6) -- -- -- -- --
------- ------ ------- ------- ------- -------
NET CHANGE IN CASH 25.6 (17.2) 4.5 (8.6) (0.9) 10.9
Cash and Cash
Equivalents -- Beginning Balance $ 34.2 $ 59.8 $ 42.6 $ 47.0 $ 38.5 $ 37.5
Cash and Cash Equivalents -- Ending
Balance 59.8 42.6 47.0 38.5 37.5 48.4
</Table>

D-3

VIASYSTEMS GROUP, INC.

PROJECTED OPENING AND CLOSING BALANCE SHEETS

<Table>
<Caption>
ESTIMATED ESTIMATED
9/30/02 DEBT 9/30/02
PRE-CONFIRMATION RESTRUCTURING POST-CONFIRMATION
---------------- ------------- -----------------
(DOLLARS IN MILLIONS)

Current Assets:
Cash and Cash Equivalents $ 79.1 $ 79.1
Accounts Receivable 148.9 148.9
Inventories 95.0 95.0
Other Current Assets 36.6 36.6
--------- ---------
TOTAL CURRENT ASSETS 359.6 $ 359.6
Plant, Property & Equipment 332.0 332.0
Intangible Assets and Other 276.2 276.2
--------- ---------
TOTAL ASSETS 967.8 967.8
Current Liabilities:
Revolving Credit Facility 88.5 (88.5)(a) --
Accounts Payable 111.0 111.0
Accrued Expenses and Other 81.9 81.9
Accrued Interest 47.6 (47.6)(b) --
--------- ---------
TOTAL CURRENT LIABILITIES 329.0 192.9
Long-Term Debt 1,037.3 (581.8)(c) 455.5
Other Long-Term Liabilities 35.3 35.3
Preferred Stock 54.8 132.6(d) 187.3
Common Equity 1,540.0 1,540.0
Retained Earnings (2,028.5) 584.4(e) (1,444.1)
--------- ---------
TOTAL LIABILITIES & EQUITY 967.8 967.8
</Table>

- ---------------

(a) Reclassification of Pre-Petition Revolver as long term debt in connection
with restructuring of debt.

(b) Elimination of accrued interest expense related to restructuring of debt.

(d) Elimination of pre-petition preferred stock and issuance of new preferred
stock.

(e) Net adjustment to retained earnings in connection with restructuring of
debt.

D-4

NOTES TO FINANCIAL PROJECTIONS

Principal Assumptions

The Financial Projections are based on, and assume the successful
implementation of the Debtors' business plan and the Restructuring. Both the
business plan and the Financial Projections reflect numerous assumptions,
including various assumptions regarding the anticipated future performance of
the Debtors and their operating subsidiaries, industry performance, general
business and economic conditions and other matters, most of which are beyond the
control of the Debtors' and their operating subsidiaries. Therefore, although
the Financial Projections are presented with numerical specificity, the actual
results achieved during the Financial Projection period will vary from the
actual results and some of the variations could be material. Accordingly, no
representation can be or is being made with respect to the accuracy of the
Financial Projections or the ability of the Debtors and their subsidiaries or
the Reorganized Debtors and their subsidiaries to achieve the projected results
of operations. See Section X.J. -- "CERTAIN FACTORS TO BE CONSIDERED -- INHERENT
UNCERTAINTY OF FINANCIAL PROJECTIONS."

Although the Debtors believe that the assumptions underlying the Financial
Projections, when considered on an overall basis, are reasonable in light of the
current circumstances, no assurance can be or is given that the Financial
Projections will be realized. In deciding whether to vote to accept or reject
the Plan, Holders of Claims entitled to vote on the Plan must make their own
determinations as to the reasonableness of such assumptions and the reliability
of the Financial Projections. See Section X.J. -- "CERTAIN FACTORS TO BE
CONSIDERED -- INHERENT UNCERTAINTY OF FINANCIAL PROJECTIONS."

Additional information relating to the principal assumptions used in
preparing the Financial Projections is set forth below:

Operational Restructuring

The Financial Projections assume certain unprofitable facilities will be
closed at the beginning of the fourth fiscal quarter of 2002 with closure costs
totaling approximately $5.0 million. This estimate of closure costs depends on
the ability of the Debtors and their subsidiaries to avoid certain liabilities
associated with the closure.

Revenues

Revenues are generated from sales of electronic manufacturing services
("EMS") in the telecommunication, networking, automotive, consumer, industrial
and computer industries. The EMS solutions provided to OEMs that outsource the
manufacture of their products consist of (i) the design and fabrication of
printed circuit boards, in particular, highly complex, multi-layered printed
circuit boards; (ii) the manufacture of complex printed circuit board
assemblies; (iii) the manufacture of custom-designed backpanel assemblies; (iv)
the design and manufacture of wire harness and custom cable assemblies; (v) the
design and manufacture of custom enclosures; (vi) the procurement and management
of materials; and (vii) the assembly and testing of its customers' complete
systems and products. The Financial Projections assume that sales will be less
concentrated in the telecommunication and networking industries through
increased penetration in other markets served and that the recent economic
downturn related to many of the Debtors' large telecommunication and networking
customers would begin to turn around in 2003.

Cost of Sales

Cost of Sales consist primarily of material, labor and overhead related to
the manufacture of products. The Debtors have projected cost of sales based on
historical geographic gross margin percentages. Gross margin percentages are
projected to improve in 2003 compared to 2002 primarily due to the impact of the
operational restructuring, increased absorption of fixed overhead costs and the
transfer of production to lower cost sites. Gross margin percentages are
expected to remain relatively flat going forward as price reductions are
expected to be offset by continued cost reduction projects.

D-5

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses consist of sales,
marketing, customer service and administrative expenses. SG&A expenses are
projected to decrease in 2003 compared to 2002 as a result of the impact of the
headcount reductions related to the operational restructuring and is then
projected to increase modestly.

Interest Expense

The Financial Projections reflect the elimination of all interest and
dividends related to the Subordinated Notes, the Senior Notes and Existing Group
Preferred Stock as a result of the Restructuring. The only interest remaining
upon consummation of the Restructuring relates to the New Senior Credit Facility
and other debt and capital leases at certain operating subsidiaries of the
Debtors.

Capital Expenditures

Capital expenditures are expected to increase compared to 2002 in
connection with increased penetration into other markets and the expected
turnaround in the telecommunications and networking segments and as the Debtors
expand capabilities and technology regionally.

Working Capital

Trade Receivables, inventory, accounts payable and accrued liability levels
are projected according to historical relationships with respect to purchase and
sales volumes.

Fresh-Start Reporting

The Debtors do not expect to qualify for fresh-start reporting as described
by the American Institute of Certified Public Accountants Statement of Position
90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code". Accordingly, the Financial Projections only reflect adjustments directly
related to the Restructuring.

D-6

EXHIBIT E

List of Subsidiaries

SUBSIDIARIES OF VIASYSTEMS GROUP, INC. AND VIASYSTEMS, INC.

Viasystems International, Inc. -- Delaware
Viasystems Aircraft Leasing Co. -- Delaware
Viasystems Milwaukee, Inc. -- Wisconsin
Viasystems Technologies Corp LLC -- Delaware
Viasystems Milford LLC -- Delaware
Viasystems ULC -- Nova Scotia
Viasystems Partner Ltd. -- Canada
Wirekraft Industries, Inc. -- Delaware
Espana Viasystems Technologies, S.A. -- Spain
Viasystems Luxembourg S.a.r.l. -- Luxembourg
Viasystems Canada Partnership -- Canada
Wire Harness Industries, Inc. -- Delaware
Viasystems Canada Holdings, Inc. -- Canada
Viasystems San Jose, Inc. -- California
Viasystems Portland, Inc. -- Oregon
Viasystems Group Limited -- England/Wales
Wirekraft Employment Co. -- Delaware
ECM Holding Company -- Delaware
Electro Componentes de Mexico, S.A. de C.V. -- Mexico
Wirekraft Industries de Mexico, S.A. de C.V. -- Mexico
Viasystems Asia Pacific Company Limited -- Hong Kong
Quick Turn Assembly, Inc. -- California
Chips Acquisition Limited -- England/Wales
PCB Investments Ltd. -- England/Wales
Interconnection Systems Limited -- England/Wales
Viasystems BVI Ltd. -- British Virgin Islands
Shanghai Viasystems EMS Co. Ltd. -- People's Republic of China
Viasystems Kalex Printed Circuit Board Limited -- Hong Kong
Viasystems (South China) Company Limited -- Hong Kong
Viasystems K Limited -- England/Wales
Viasystems Asia Pacific Property B.V.I. Ltd. -- British Virgin Islands
Viasystems (Hong Kong) Company Limited -- Hong Kong
Termbray Laminate Company Limited -- Hong Kong
Kalex Printed Circuit Board (S) PTE Limited -- Singapore
Guangzhou Kalex Laminate Company Ltd. -- People's Republic of China
Kalex Circuit Board (China) Limited -- Hong Kong
Termbray Circuit Board Company Limited -- Hong Kong
Guangzhou Termbray Electronics Technology Co. Ltd. -- People's Republic of China
Kalex Multi-layer Circuit Board (Zhong Shan) Ltd. -- People's Republic of China
Viasystems Supply Co. Ltd. -- Hong Kong
Kalex Circuit Board (Guangzhou) Limited -- Hong Kong
Guangzhou Termbray Circuit Board Co. Ltd. -- People's Republic of China
Shanghai Reltec Communications Technology Co. Ltd. -- People's Republic of China
Viasystems Canada, G.P. -- Canada
Wirekraft Holding Co. -- Delaware
Viasystems Sao Paulo, Ltda. -- Brazil
Qingdao Viasystems Telecommunications Technologies Co. Ltd. -- People's Republic
of China
Viasystems CY EMS Shenzen Company Ltd -- People's Republic of China
Viasystems Taiwan, Inc. -- Republic of China
Viasystems II ULC -- Nova Scotia
Viasystems Puerto Rico, Inc. -- Puerto Rico
Viasystems Boldon Ltd. -- England/Wales
Viasystems Acquisition LLC -- Delaware
Viasystems EMS -- France SAS -- France
Viasystems EMS -- Europe Ltd. -- England/Wales
Viasystems Luxembourg II, S.a.r.l. -- Luxembourg
Viasystems EMS -- U.K. Ltd. -- England/Wales
Viasystems EMS -- Italia S.r.l. -- Italy
Viasystems EMS-Italia S.p.a. -- Italy
Viasystems International Ltd. -- England/Wales
Viasystems BV -- Netherlands
Viasystems (Nantong) Electronic Technologies Co. Inc. -- People's Republic of
China
Print Service Holding NV -- Netherlands
Viasystems Mommers BV -- Netherlands
Alex Cars BV -- Netherlands
Mommers Vastgoed BV -- Netherlands
Momm BV -- Netherlands
Print Belgie Beheer BV -- Netherlands
Masthoff BV -- Netherlands
European Semiconductors Assembly BV -- Netherlands
Print Belgie Holding BV -- Netherlands
Mommers Print Service France (S.A.R.L.) -- France

EXHIBIT F

Form of Lockup Agreement

LOCKUP AGREEMENT

This Lockup Agreement (this "Agreement"), dated as of August 29, 2002, is
entered into by and among Viasystems Group, Inc. ("Group"), Viasystems, Inc.
("Viasystems"), and the holders of claims against Group and/or Viasystems
signatory hereto (the "Consenting Holders" and each, a "Consenting Holder").
Group, Viasystems, each Consenting Holder and any subsequent person that becomes
a party hereto (pursuant to the Joinder attached hereto as Exhibit F) are
referred herein as the "Parties" and individually as a "Party."

PRELIMINARY STATEMENTS

A. As of the date hereof, the Consenting Holders hold, in aggregate, (i)
100% of the principal amount of indebtedness of Viasystems (the "Bank Debt")
under the Credit Agreement, dated as of March 29, 2000, as amended by the First
Amendment dated as of April 23, 2001, the Second Amendment dated as of June 28,
2001, the Third Amendment dated as of March 29, 2002 and the Fourth Amendment
dated as of May 29, 2002 (as further amended, restated or otherwise modified
from time to time, the "Credit Agreement"), among Group, Viasystems, Viasystems
Canada Holdings, Inc. (f/k/a Viasystems Canada, Inc.), Print Service Holding
N.V., the several banks and other financial institutions from time to time
parties thereto, J.P. Morgan Bank Canada, as Canadian Administrative Agent, J.P.
Morgan Europe Limited, as Multicurrency Administrative Agent, and JPMorgan Chase
Bank, as Administrative Agent, (ii) 100% of the principal amount of indebtedness
of Viasystems under the 14% senior notes due 2007 (the "Senior Notes") issued
pursuant to that certain Subscription Agreement (the "Subscription Agreement"),
dated as of July 19, 2001, among Group, Viasystems and Hicks, Muse, Tate & Furst
Equity Fund III, L.P., HM3 Coinvestors, L.P., HMTF Equity Fund IV (1999), L.P.,
HMTF Private Equity Fund IV (1999), L.P., Hicks, Muse PG-IV (1999), C.V., HM
4-SBS (1999) Coinvestors, L.P., and HM 4-EQ (1999) Coinvestors, L.P.
(collectively and together with Pearl Street, L.P. and Pearl Street II, L.P.,
"Hicks Muse") and (iii) 72.85% of the principal amount of indebtedness of
Viasystems under the 9 3/4% senior subordinated notes due 2007 (the
"Subordinated Notes" and together with the Bank Debt and the Senior Notes, the
"Debt") issued under the two Indentures, dated as of June 6, 1997 and February
17, 1998, each between Viasystems and The Bank of New York, as Trustee (the
"Indentures").

B. Group, Viasystems and the Consenting Holders have engaged in good faith
negotiations with the objective of reaching an agreement with regard to certain
aspects of the restructuring and reorganization of Group and Viasystems and have
previously entered into agreements in principle dated as of June 28, 2002 (the
"Existing Agreements") setting forth an agreement in principle regarding the
terms of a restructuring.

C. Group, Viasystems and the Consenting Holders now desire to implement a
restructuring and reorganization of Group and Viasystems such that the
Consenting Holders and the other holders of claims against and/or equity
interests in Group and/or Viasystems shall receive the consideration to be paid,
distributed or provided by Group and Viasystems pursuant to such restructuring
and reorganization as set forth on the term sheets attached hereto as Exhibit A,
Exhibit B, and Exhibit C (collectively, the "Restructuring Terms").

D. In order to expedite the contemplated restructuring and reorganization
of Group and Viasystems, each Party, subject to the terms of this Agreement,
desires to pursue and support a restructuring transaction by way of a plan of
reorganization under Chapter 11 of title 11 of the United States Code (the
"Bankruptcy Code") relating to Group and Viasystems that achieves and implements
the Restructuring Terms (any such restructuring transaction that achieves and
implements the Restructuring Terms, the "Restructuring Transaction") and during
the pendency of this Agreement desires not to support any restructuring or
reorganization of Group or Viasystems or any of their subsidiaries
(collectively, the "Company") (or any plan or proposal in respect of the same)
that does not achieve or implement the Restructuring Terms.

E. In order to implement the Restructuring Transaction, Viasystems and
Group have agreed, subject to the terms and conditions of this Agreement, (i) to
prepare and file (a) a disclosure statement that is consistent in all material
respects with the Restructuring Terms (the "Conforming Disclosure Statement")

and (b) a plan of reorganization that is consistent in all material respects
with the Restructuring Terms (the "Conforming Plan") in cases filed under
Chapter 11 of the Bankruptcy Code (the "Chapter 11 Cases"), and (ii) to use
reasonable commercial efforts to have the Conforming Disclosure Statement
approved and the Conforming Plan confirmed by the bankruptcy court having
jurisdiction over the Chapter 11 Cases (the "Bankruptcy Court"), in each case,
as expeditiously as practicable under the Bankruptcy Code and the Federal Rules
of Bankruptcy Procedure.

STATEMENT OF AGREEMENT

In consideration of the premises and the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, agree as follows:

1. AGREEMENTS OF CONSENTING HOLDERS.

(a) Ownership. Each Consenting Holder represents and warrants that, as of
the date hereof, (i) such Consenting Holder either (A) is the sole legal and
beneficial owner of the Debt (including the revolving commitment under the Bank
Debt, if applicable) set forth below its name on the signature page hereof and
all related claims, rights and causes of action arising out of or in connection
with or otherwise relating to such Debt (the "Claims"), in each case free and
clear of all claims, liens and encumbrances, or (B) has investment or voting
discretion with respect to the Debt and Claims and has the power and authority
to bind the beneficial owner(s) of such Debt and Claims to the terms of this
Agreement and (ii) such Consenting Holder has full power and authority to vote
on and consent to such matters concerning such Debt and Claims and to exchange,
assign and transfer such Debt and Claims.

(b) Voting. Each Consenting Holder agrees that until this Agreement has
been terminated in accordance with Section 3(b), it (i) shall vote its Debt and
Claims to accept any Conforming Plan as soon as practicable following receipt of
any Conforming Disclosure Statement in any solicitation of votes for any such
Conforming Plan (but in no case later than any voting deadline stated therein),
(ii) shall vote against and shall in no way otherwise, directly or indirectly,
support any restructuring or reorganization of the Company (or any plan or
proposal in respect of the same) that is not consistent with, or does not
implement or achieve, the Restructuring Terms and (iii) shall not (A) directly
or indirectly seek, solicit, support or encourage any other plan or the
termination of the exclusive period for the filing of any plan, proposal or
offer of dissolution, winding up, liquidation, reorganization, merger or
restructuring of the Company that could reasonably be expected to prevent, delay
or impede the successful restructuring of Group and Viasystems as contemplated
by the Restructuring Terms and any Conforming Plan, (B) object to the Conforming
Disclosure Statement or the solicitation of votes for the Conforming Plan or
support any such objection by a third party or (C) take any other action that is
inconsistent with, or that would delay confirmation of, the Conforming Plan.
Nothing contained herein shall limit the ability of a Consenting Holder to
consult with Group or Viasystems, or to appear and be heard, concerning any
matter arising in the Chapter 11 Cases so long as such consultation or
appearance is not inconsistent with the Consenting Holder's obligations
hereunder and the terms of the Conforming Plan, the Restructuring Terms and this
Agreement.

(c) Transfers. Each Consenting Holder agrees that until this Agreement has
been terminated in accordance with Section 3(b), it shall not sell, transfer or
assign any of the Debt or Claims or any option thereon or any right or interest
(voting or otherwise) therein, unless the transferee thereof agrees in writing
for the benefit of the Parties to be bound by all of the terms of this Agreement
by executing the Joinder attached hereto as Exhibit F, a copy of which shall be
provided to the Parties, in which event each Party shall be deemed to have
acknowledged that its obligations to the Consenting Holders hereunder shall be
deemed to constitute obligations in favor of such transferee.

(d) Agreement to Forbear. Each Consenting Holder agrees that until this
Agreement has been terminated in accordance with Section 3(b), it shall not (i)
take any action or otherwise pursue any right or remedy under (A) the Credit
Agreement or the Loan Documents (as defined in the Credit Agreement), solely
with respect to any Default or Event of Default (as defined in the Credit
Agreement) set forth on
2

Schedule 1(d) attached hereto, (B) the Senior Notes, (C) the Subscription
Agreement, (D) the Subordinated Notes, or (E) the Indentures, as applicable, or
(ii) initiate, or have initiated on its behalf, any litigation or proceeding of
any kind with respect to the Debt or Claims other than to enforce this Agreement
unless a Default or Event of Default (as defined in the Credit Agreement) which
is not set forth on Schedule 1(d) shall occur and be continuing.

2. AGREEMENTS OF GROUP AND VIASYSTEMS. Group and Viasystems each hereby
agrees (a) to use reasonable commercial efforts (i) to cause the solicitation
pursuant to the Conforming Disclosure Statement and the Conforming Plan to
commence on or before September 6, 2002, (ii) to file the Chapter 11 Cases with
respect to the Restructuring Transaction in the Bankruptcy Court in the Southern
District of New York on or prior to October 15, 2002 and (iii) to file the
Conforming Disclosure Statement and the Conforming Plan with the Bankruptcy
Court on or prior to October 17, 2002; (b) not to assert or support any
assertion by any third party that, prior to issuing any termination notice
pursuant to Section 3(b), a Consenting Holder shall be required to obtain relief
from the automatic stay from the Bankruptcy Court (and hereby waives, to the
greatest extent possible, the applicability of the automatic stay to the giving
of such notice); (c) to prepare or cause the preparation, as soon as practicable
after the date hereof, of each of the Conforming Plan, the Conforming Disclosure
Statement and the Definitive Documents (as defined below), each containing terms
and conditions consistent in all material respects with the Restructuring Terms,
and to distribute such documents and afford reasonable opportunity of comment
and review to the respective legal and financial advisors for the Consenting
Holders in advance of any filing thereof; and (d) to not seek to implement any
transaction or series of transactions that would effect a restructuring on terms
other than the Restructuring Terms.

3. TERMINATION OF AGREEMENT.

(a) This Agreement may be terminated in accordance with Section 3(b) if any
of the following events (any such event, a "Termination Event") occurs and is
not waived in accordance with Section 7: (i) Group and Viasystems fail (A) to
cause the solicitation pursuant to the Conforming Disclosure Statement and the
Conforming Plan to commence on or before September 6, 2002, (B) to file the
Chapter 11 Cases with respect to the Restructuring Transaction in the Bankruptcy
Court in the Southern District of New York on or prior to October 15, 2002 or
(C) to file the Conforming Disclosure Statement and the Conforming Plan with the
Bankruptcy Court on or prior to October 17, 2002; (ii) Group or Viasystems file,
propound or otherwise support any plan of reorganization other than the
Conforming Plan or other creditors of the Company file any plan of
reorganization other than the Conforming Plan in accordance with Section 1121(c)
of the Bankruptcy Code; (iii) the Conforming Plan is modified or replaced such
that it (or any such replacement) at any time is not consistent in any material
respect with the Restructuring Terms; (iv) Group or Viasystems shall have
materially breached any of its obligations or failed to satisfy in any material
respect any of the terms or conditions under this Agreement; (v) the final
Definitive Documents are modified to provide for any terms that are not
consistent in any material respect with the Restructuring Terms or that are
otherwise not reasonably satisfactory in form and substance to the Parties
signatory thereto or beneficiaries thereof; (vi) Group or Viasystems shall
withdraw or revoke the Conforming Plan or shall publicly announce its intention
not to pursue the Conforming Plan or proposes a reorganization or plan under
Chapter 11 of the Bankruptcy Code other than the Conforming Plan; (vii) the
Restructuring Transaction shall not have been consummated on or prior to January
31, 2003; or (viii) an examiner with expanded powers or a trustee shall have
been appointed in the Chapter 11 Cases, the Chapter 11 Cases shall have been
converted to a case under Chapter 7 of the Bankruptcy Code, the Chapter 11 Cases
shall have been dismissed by order of the Bankruptcy Court, or there shall have
occurred a default under any credit or cash collateral financing in the Chapter
11 Cases which shall not have been timely cured or waived.

(b) Upon the occurrence of a Termination Event that is not waived in
accordance with Section 7, this Agreement shall terminate effective upon two (2)
business days prior written notice of termination delivered to the Parties by
Consenting Holders (i) holding at least a majority in aggregate principal amount
of either (A) the Bank Debt held by Consenting Holders, (B) the Senior Notes, or
(C) the Subordinated Notes held by Consenting Holders other than Hicks Muse and
(ii) who are not then in breach of any of their obligations under this
Agreement. Following such termination, each Party shall have all rights and
remedies available to it
3

under applicable law, the Existing Agreements, the Credit Agreement and the Loan
Documents, the Senior Notes, the Subscription Agreement, the Subordinated Notes,
the Indentures and any ancillary documents or agreements thereto. If this
Agreement has been terminated in accordance with this Section 3(b) at a time
when permission of the Bankruptcy Court shall be required for the Consenting
Holder to change or withdraw (or cause to change or withdraw) its vote to accept
the Conforming Plan, the Company shall not oppose any attempt by the Consenting
Holder to change or withdraw (or cause to change or withdraw) such vote at such
time.

4. GOOD FAITH COOPERATION; FURTHER ASSURANCES; ACKNOWLEDGMENT; DEFINITIVE
DOCUMENTS. The Parties shall cooperate with each other in good faith and shall
coordinate their activities (to the extent practicable) in respect of (a) all
matters relating to their rights in respect of the Company or otherwise in
connection with their relationship with the Company, (b) all matters concerning
the implementation of the Restructuring Terms, and (c) the pursuit and support
of the Restructuring Transaction. Furthermore, subject to the terms hereof, each
of the Parties shall take such action as may be reasonably necessary to carry
out the purposes and intent of this Agreement, including making and filing any
required regulatory filings and voting any equity securities of Group and/or
Viasystems in favor of the Restructuring Transaction (provided that no
Consenting Holder shall be required to incur any expense, liability or other
obligation), and shall refrain from taking any action that would frustrate the
purposes and intent of this Agreement, including proposing a plan that is not
the Conforming Plan. This Agreement is not and shall not be deemed a
solicitation for consents to the Conforming Plan or a solicitation to tender or
exchange any Debt. Each Party hereby covenants and agrees (i) to negotiate in
good faith the definitive documents implementing, achieving and relating to the
Restructuring Terms, including the order of the Bankruptcy Court confirming the
Conforming Plan and definitive documentation relating to the classes of
preferred stock, registration rights, management incentive plan, investor
rights, term notes, amendments to the Credit Agreement, exit facility,
debtor-in-possession financing, the new charter and other related documents,
each of which are more specifically described in the Restructuring Terms, shall
contain terms and conditions consistent in all material respects with the
Restructuring Terms, and shall be reasonably satisfactory in form and substance
to the Parties signatory thereto or beneficiaries thereof (collectively, the
"Definitive Documents") and (ii) to execute (to the extent they are a party
thereto) and otherwise support the Definitive Documents.

5. REPRESENTATIONS AND WARRANTIES. Each Party, severally (and not
jointly), represents and warrants to the other Parties that the following
statements are true, correct and complete as of the date hereof:

(a) it has all requisite corporate, partnership, limited liability
company or similar authority to enter into this Agreement and carry out the
transactions contemplated hereby and perform its obligations contemplated
hereunder; and the execution and delivery of this Agreement and the
performance of such Party's obligations hereunder have been duly authorized
by all necessary corporate, limited liability, partnership or other similar
action on its part;

(b) the execution, delivery, and performance by such Party of this
Agreement does not and shall not (i) violate any provision of law, rule or
regulation applicable to it or any of its subsidiaries or its charter or
bylaws (or other similar governing documents) or those of any of its
subsidiaries, or (ii) conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any material
contractual obligation to which it or any of its subsidiaries is a party;

(c) the execution, delivery, and performance by such Party of this
Agreement does not and shall not require any registration or filing with,
consent or approval of, or notice to, or other action to, with or by, any
federal, state or governmental authority or regulatory body, except such
filings as may be necessary and/or required for disclosure by the
Securities and Exchange Commission and in connection with the Chapter 11
Cases, the Conforming Disclosure Statement and the Conforming Plan;

(d) if such Party is a Consenting Holder, such Consenting Holder has
reviewed this Agreement and all exhibits hereto and has received all such
other information as it deems necessary and appropriate to enable it to
evaluate the financial risks inherent in the Restructuring Transaction; and

(e) this Agreement is the legally valid and binding obligation of it,
enforceable in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability or a ruling of the
Bankruptcy Court.

6. ADDITIONAL CLAIMS OR EQUITY INTERESTS. To the extent any Consenting
Holder (a) acquires additional Debt or Claims or (b) holds or acquires equity
interests in Group and/or Viasystems entitled to vote on the Conforming Plan,
each such Consenting Holder agrees that such Debt, Claims or equity interests
shall be subject to this Agreement and that it shall vote (or cause to be voted)
any such additional Debt, Claims or equity interests (in each case, to the
extent still held by it or on its behalf at the time of such vote) in a manner
consistent with Section 1(b).

7. AMENDMENTS AND WAIVERS. This Agreement may not be modified, amended or
supplemented and a Termination Event may not be waived except in a writing
signed by Group, Viasystems, and Consenting Holders holding at least two-thirds
(2/3) in aggregate principal amount of each of (a) the Bank Debt held by
Consenting Holders, (b) the Senior Notes and (c) the Subordinated Notes held by
Consenting Holders other than Hicks Muse; provided, however, that any
modification of, or amendment or supplement to, this Agreement (including the
Restructuring Terms) that materially and adversely affects any Party shall
require the written consent of the Party so affected; provided, further, that
any modification or amendment to this Section 7 shall require the written
consent of all of the Parties.

8. EFFECTIVENESS. This Agreement shall not become effective and binding
on the Parties unless and until counterpart signature pages shall have been
executed and delivered by Group, Viasystems, Hicks Muse, and Consenting Holders
holding at least two-thirds ( 2/3) in aggregate principal amount of each of (a)
the Bank Debt, (b) the Senior Notes and (c) the Subordinated Notes.

9. GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF
THE LAW OF ANY OTHER JURISDICTION. BY ITS EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER
UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR RECOGNITION
OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION, SUIT OR PROCEEDING,
MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, THE
CITY OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
PARTIES HEREBY IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE NONEXCLUSIVE
JURISDICTION OF EACH SUCH COURT, GENERALLY AND UNCONDITIONALLY, WITH RESPECT TO
ANY SUCH ACTION, SUIT OR PROCEEDING. NOTWITHSTANDING THE FOREGOING CONSENT TO
JURISDICTION, UPON THE COMMENCEMENT OF THE CHAPTER 11 CASES, EACH OF THE PARTIES
AGREES THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION WITH RESPECT
TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

10. SPECIFIC PERFORMANCE. It is understood and agreed by the Parties that
money damages would not be a sufficient remedy for any breach of this Agreement
by any Party and each non-breaching Party shall be entitled to specific
performance and injunctive or other equitable relief as a remedy of any such
breach, including an order of the Bankruptcy Court requiring any Party to comply
promptly with any of its obligations hereunder.

11. SURVIVAL. Notwithstanding (i) any sale of the Debt or Claims in
accordance with Section 1(c) or (ii) the termination of this Agreement pursuant
to Section 3, the agreements and obligations of the Parties in Sections 9, 13,
15, 20, 21, and 25 shall survive such sale and/or termination and shall continue
in full force and effect for the benefit of the Consenting Holders in accordance
with the terms hereof.

12. HEADINGS. The headings of the Sections, paragraphs and subsections of
this Agreement are inserted for convenience only and shall not affect the
interpretation hereof.

13. SUCCESSORS AND ASSIGNS; SEVERABILITY; SEVERAL OBLIGATIONS. This
Agreement is intended to bind and inure to the benefit of the Parties and their
respective successors, assigns, heirs, executors, administrators and
representatives. The invalidity or unenforceability at any time of any provision
hereof shall not affect or diminish in any way the continuing validity and
enforceability of the remaining provisions hereof. The agreements,
representations and obligations of the Consenting Holders under this Agreement
are, in all respects, several and not joint.

14. NO THIRD-PARTY BENEFICIARIES. Unless expressly stated herein, this
Agreement shall be solely for the benefit of the Parties and no other person or
entity shall be a third party beneficiary hereof.

15. PRIOR NEGOTIATIONS; ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement of the Parties, and supersedes the Existing Agreements and all
other prior negotiations, with respect to the subject matter hereof, except that
the Parties acknowledge that any confidentiality agreements heretofore executed
between the Company and each Consenting Holder shall continue in full force and
effect.

16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same agreement.

17. CONSIDERATION. It is hereby acknowledged by the Parties that no
payment or additional consideration shall be due or paid to the Consenting
Holders for their agreement to vote in accordance with and otherwise comply with
the terms and conditions of this Agreement other than the obligations of the
other Parties hereunder.

18. NOTICES. All notices and other communications under this Agreement
shall be in writing, sent contemporaneously to all of the Parties, and deemed
given when delivered by hand or by facsimile during standard business hours
(from 8:00 a.m. to 6:00 p.m.) at the place of receipt at the addresses and
facsimile numbers set forth on the signature pages hereof or Exhibit E attached
hereto, with a copy to each person identified thereon.

19. RULE OF INTERPRETATION. Notwithstanding anything contained herein to
the contrary, it is the intent of the Parties that all references to votes or
voting in this Agreement be interpreted to include (i) votes or voting on a plan
of reorganization under the Bankruptcy Code and (ii) all means of expressing
agreement with, or rejection of, as the case may be, a restructuring or
reorganization transaction that is not implemented under the Bankruptcy Code.

20. RESERVATION OF RIGHTS. Except as expressly provided in this
Agreement, nothing herein is intended to, or does, in any manner waive, limit,
impair or restrict the ability of each Consenting Holder to protect and preserve
its rights, remedies and interests, including its claims against the Company.
Nothing herein shall be deemed an admission of any kind. If the transactions
contemplated herein are not consummated, or this Agreement is terminated for any
reason, the parties hereto fully reserve any and all of their rights. Pursuant
to Rule 408 of the Federal Rule of Evidence, any applicable state rules of
evidence and any other applicable law, foreign or domestic, this Agreement and
all negotiations relating thereto shall not be admissible into evidence in any
proceeding other than a proceeding to enforce its terms.

21. DISCLOSURE OF HOLDINGS. Unless required by applicable law or
regulation, no Party shall disclose the amount of any Consenting Holder's
holdings of Debt to any third party without the prior written consent of such
Consenting Holder; provided, however, that (a) if such disclosure is required by
law or regulation, the disclosing Party shall afford the relevant Consenting
Holder a reasonable opportunity to review and comment in advance of such
disclosure and shall take all reasonable measures to limit such disclosure and
(b) the foregoing shall not prohibit the disclosure of approximate aggregate
group holdings by class of Debt.

22. PREVAILING PARTY. If any Party brings an action or proceeding against
any other Party based upon a breach by such Party of its obligations hereunder,
the prevailing Party shall be entitled to all reasonable expenses incurred,
including reasonable attorneys', accountants' and financial advisors fees in
connection with such action or proceeding.
6

23. FIDUCIARY DUTIES. Notwithstanding anything to the contrary herein,
nothing in this Agreement shall require (a) Group, Viasystems or any directors
or officers of Group or Viasystems (in such person's capacity as a director or
officer of Group or Viasystems) to take any action, or to refrain from taking
any action, to the extent required to comply with its or their fiduciary
obligations under applicable law, (b) any Consenting Holder or representative of
a Consenting Holder that is also a director or officer of either Group or
Viasystems to take any action, or to refrain from taking any action, in such
person's capacity as a director or officer of Group or Viasystems to the extent
required to comply with their fiduciary obligations under law applicable to such
director or officer or (c) any Consenting Holder or representative of a
Consenting Holder that is a member of a statutory committee established in the
Chapter 11 Cases to take any action, or to refrain from taking any action, in
such person's capacity as a statutory committee member to the extent required to
comply with fiduciary obligations applicable under the Bankruptcy Code. Nothing
herein will limit or affect, or give rise to any liability, to the extent
required for the discharge of the fiduciary obligations described in this
Section 23.

24. FEES. Notwithstanding anything to the contrary herein, the Consenting
Holders shall not be obligated to perform under this Agreement unless Group
shall have fully discharged all of its obligations then due and owing, except to
the extent subject to a good faith dispute, under any existing agreements
between Group and any Consenting Holder regarding the payment of fees and
expenses of such Consenting Holder or designated counsel or financial advisors
of such Consenting Holder in respect of the Restructuring Transaction (including
the agreement between Group and Dewey Ballantine LLP, as transferred to Stroock
& Stroock & Lavan LLP). Additionally, Group shall pay all filing fees of any
Party in connection with filings required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, in respect of the Restructuring
Transaction.

25. CONSENT. By execution hereof, each Consenting Holder that holds Bank
Debt hereby consents and authorizes JPMorgan Chase Bank, in its capacity as
Administrative Agent under the Credit Agreement, to enter into and execute, on
behalf of such Consenting Holder, that certain Consent, dated as of the date
hereof, among Group, Viasystems, Viasystems Canada Holdings, Inc., Print Service
Holding N.V., and JPMorgan Chase Bank in the form of Exhibit D attached hereto.

26. FINANCING COMMITMENTS. By execution hereof, until this Agreement has
been terminated in accordance with Section 3(b), each of the Consenting Holders
identified on Schedule 26 attached hereto severally confirms its commitment,
subject to satisfactory documentation, to provide to Viasystems the amount of
the DIP Credit Facility (as described on Exhibit B attached hereto and otherwise
in accordance with the Restructuring Terms) and Exit Revolving Facility (as
described on Exhibit C attached hereto and otherwise in accordance with the
Restructuring Terms) set forth opposite the name of such Consenting Holder on
such schedule.

27. COOPERATION. Each Party holding Subordinated Notes will provide Group
with any information reasonably requested regarding such holdings, including
basis information, required to assist Group in fulfilling its federal income tax
reporting obligations.

* * * * *

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have caused this Lockup Agreement to be
executed as of the date first written above.

VIASYSTEMS GROUP, INC.

VIASYSTEMS, INC.

APEX (IDM) CDO I, LTD.
ARCHIMEDES FUNDING III, LTD.
AURUM CLO 2002-1 LTD.
BALANCED HIGH YIELD FUND I LTD.
BALANCED HIGH YIELD FUND II LTD.
BANK OF AMERICA
BANK OF NOVA SCOTIA
CAPTIVA FINANCE LTD.
CAPTIVA II FINANCE LTD.
CARLYLE HIGH YIELD PARTNERS II, LTD
CENTURION CDO II, LTD.
CLYDESDALE CLO 2001-1, LTD.
CREDIT AGRICOLE INDOSUEZ
CREDIT SUISSE FIRST BOSTON
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
CSAM FUNDING I
CSAM HIGH YIELD FOCUS CBO, LTD.
DEUTSCHE BANK AG
DEUTSCHE BANK TRUST COMPANY AMERICAS
DLJ CBO, LTD.
ELC (CAYMAN) LTD. CDO SERIES 1999-I
ENDURANCE CLO 1 LTD.
FIRST DOMINION FUNDING I
FIRST DOMINION FUNDING II
FIRST DOMINION FUNDING III
FLAGSHIP CLO 2001-1
FLEET NATIONAL BANK
GALAXY CLO 1999-1, LTD.
GENERAL ELECTRIC CAPITAL CORP.
GRAYSTON CLO 2001-01 LTD.
GSC PARTNERS CDO FUND, LIMITED
GSC PARTNERS CDO FUND II, LIMITED
GSC RECOVERY II, L.P.
GSC RECOVERY IIA, L.P.
GSC RECOVERY IIA, L.P. (SECOND CLOSE)
HELLER FINANCIAL INC.
HICKS, MUSE PG-IV (1999), C.V.
HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.
HM3 COINVESTORS, L.P.
HM4-EQ (1999) COINVESTORS, L.P.
HM4-SBS (1999) COINVESTORS, L.P.
HMTF EQUITY FUND IV (1999), L.P.
HMTF PRIVATE EQUITY FUND IV (1999), L.P.
IBM CREDIT CORPORATION
ING CAP SR. SEC.HIGH INC.FUND HOLD.
JPMORGAN CHASE BANK
KZH CRESCENT 2 LLC
KZH CRESCENT 3 LLC
KZH CRESCENT LLC
KZH ING-2 LLC
KZH ING-3 LLC
KZH SOLEIL LLC
KZH SOLEIL-2 LLC
LIBERTY-STEIN ROE ADV.FLOAT.RT.ADV.
LLOYDS TSB BANK, PLC
ML CBO IV (CAYMAN) LTD.
MORGAN STANLEY PRIME INCOME TRUST
MORGAN STANLEY SENIOR FUNDING, INC.
MUIRFIELD TRADING LLC
MW POST PORTFOLIO FUND, LP
NATEXIS BANQUE POPULAIRES
NEMEAN CLO, LTD.
OCTAGON INVESTMENT PARTNERS II, LLC
OCTAGON INVESTMENT PARTNERS III,LTD
OLYMPIC FUNDING TRUST SERIES 1999-1
THE OPPORTUNITY FUND, LLC
PEARL STREET, L.P.
PEARL STREET II, L.P.
POST TOTAL RETURN FUND, LP
POST OPPORTUNITY FUND, LP
PROMETHEUS INVESTMENT FUNDING 1 LTD
SEQUILS I, LTD.
SEQUILS ING I (HBDGM), LTD.
SEQUILS IV, LTD.
SEQUILS-CUMBERLAND I, LTD.
SPCP GROUP, LLC
SPRUGOS INVESTMENTS IV, LLC
SRF 2000 LLC
SRF TRADING, INC.
STATE OF SOUTH DAKOTA RETIREMENT SYSTEM FUND
STEIN ROE & FARNHAM CLO I LTD.
STEIN ROE FLOATING RATE LLC
TCW SELECT LOAN FUND, LIMITED
TCW SHARED OPPORTUNITY FUND III LP
TRYON CLO LTD. 2000-1
VAN KAMPEN CLO I, LIMITED
VAN KAMPEN CLO II, LIMITED
VAN KAMPEN PRIME RATE INCOME TRUST
VAN KAMPEN SENIOR INCOME TRUST
VAN KAMPEN SR. FLOATING RATE FUND

SCHEDULE 1(d)

DEFAULTS AND EVENTS OF DEFAULT UNDER THE CREDIT AGREEMENT

1. Defaults or Events of Default relating to the failure to observe the
covenants contained in:

(a) Section 12.1(a) of the Credit Agreement, with respect to the
requirement that the financial statements furnished thereunder be reported
on by independent certified public accountants without a "going concern" or
like qualification or exception;

(b) Section 12.3 of the Credit Agreement, with respect to the failure
to pay (i) principal or interest in respect of any obligations to the
Department of Trade and Industry of the United Kingdom and (ii) interest on
the Subordinated Notes; and

2. An Event of Default under Section 14(e) of the Credit Agreement due to
the failure to pay (i) principal or interest in respect of obligations
to the Department of Trade and Industry of the United Kingdom or (ii)
interest on the Subordinated Notes.

3. Defaults or Events of Default occurring or existing as a result of the
filing of the Chapter 11 Cases or the consummation of the Restructuring
Transaction.

SCHEDULE 26

COMMITMENT SCHEDULE
(IN MILLIONS)

<Table>
<Caption>
EXIT REVOLVING FACILITY DIP FACILITY
LENDER COMMITMENT COMMITMENT
- ------ ----------------------- ------------

JPMorgan Chase Bank......................................... $ 7.5 $ 5.75
Bank of America N.A......................................... 3.0 --
Deutsche Bank Trust Company Americas........................ 5.0 5.0
General Electric Capital Corporation........................ 5.2 15.0
Van Kampen Senior Income Trust.............................. 6.0 6.0
Credit Suisse First Boston.................................. 4.5 --
The Bank of Nova Scotia..................................... 1.788910 --
SPCP Group LLC.............................................. 3.333333 5.75
TCW Asset Management Company, as investment advisor to its
managed accounts.......................................... 5.0 --
GSC Partners................................................ 5.0 --
Hicks Muse.................................................. 5.0 --
--------- ------
Total................................................ $ 51.32 $ 37.5
</Table>

EXHIBIT A TO LOCKUP AGREEMENT

RESTRUCTURING TERMS

THIS TERM SHEET (THIS "TERM SHEET") DESCRIBES THE PRINCIPAL TERMS OF THE
PROPOSED RESTRUCTURING OF THE OUTSTANDING INDEBTEDNESS OF GROUP AND VIASYSTEMS
PURSUANT TO A PLAN OF REORGANIZATION (THE "PLAN") IN ACCORDANCE WITH CHAPTER 11
OF THE BANKRUPTCY CODE. THIS TERM SHEET HAS BEEN PRODUCED FOR DISCUSSION AND
SETTLEMENT PURPOSES ONLY AND IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A
SOLICITATION OF ACCEPTANCES OF THE PLAN. GROUP AS IT SHALL EXIST FROM AND AFTER
THE EFFECTIVE DATE IS REFERRED TO HEREIN AS "REORGANIZED GROUP."

I. POST-RESTRUCTURING CAPITALIZATION TABLES

<Table>
<Caption>
EXCLUDING DTI GUARANTY CLAIM
------------------------------------------------
SENIOR
CONVERTIBLE FULLY DILUTED JUNIOR
PREFERRED COMMON COMMON EQUITY PREFERRED
STOCK STOCK OWNERSHIP* STOCK
----------- ------ ------------- ---------

Hicks Muse
- -- Senior Notes...................................... -- 7.6% 6.3% $120.1MM
- -- Subordinated Notes................................ -- 38.9% 32.6% --
- -- Rights Offering................................... 51.1% -- 8.3% --
- -- Hicks Muse Voluntary Conversion................... -- 8.6% 7.2% --
----- ----- ----- --------
TOTAL HICKS MUSE..................................... 51.1% 55.0% 54.4% $120.1MM
===== ===== ===== ========
Non-HMTF Subordinated Note Holders
- -- Subordinated Notes................................ -- 45.0% 37.6% --
- -- Rights Offering................................... 34.9% -- 5.7% --
----- ----- ----- --------
TOTAL NON-HMTF SUBORDINATED NOTE HOLDERS............. 34.9% 45.0% 43.3% --
===== ===== ===== ========
TCW.................................................. 14.0% -- 2.3% --
----- ----- ----- --------
DTI Guaranty......................................... -- -- -- --
----- ----- ----- --------
Total................................................ 100.0% 100.0% 100.0% $120.1MM
===== ===== ===== ========
</Table>

<Table>
<Caption>
ASSUMING MAXIMUM POTENTIAL DTI GUARANTY CLAIM
------------------------------------------------
SENIOR
CONVERTIBLE FULLY DILUTED JUNIOR
PREFERRED COMMON COMMON EQUITY PREFERRED
STOCK STOCK OWNERSHIP STOCK
----------- ------ ------------- ---------

Hicks Muse
- -- Senior Notes...................................... -- 7.6% 6.3% $120.1MM
- -- Subordinated Notes................................ -- 38.3% 31.8% --
- -- Rights Offering................................... 51.1% -- 8.7% --
- -- Hicks Muse Voluntary Conversion................... -- 9.0% 7.5% --
----- ----- ----- --------
TOTAL HICKS MUSE..................................... 51.1% 54.9% 54.3% $120.1MM
===== ===== ===== ========
Non-HMTF Subordinated Note Holders
- -- Subordinated Notes................................ -- 44.2% 36.7% --
- -- Rights Offering................................... 34.9% -- 5.9% --
----- ----- ----- --------
TOTAL NON-HMTF SUBORDINATED NOTE HOLDERS............. 34.9% 44.2% 42.6% --
===== ===== ===== ========
TCW.................................................. 14.0% -- 2.4% --
----- ----- ----- --------
DTI Guaranty......................................... -- 0.9% 0.7% $ 13.5MM
----- ----- ----- --------
Total................................................ 100.0% 100.0% 100.0% $133.6MM
===== ===== ===== ========
</Table>

- ---------------

* Fully Diluted Common Equity Ownership means all Reorganized Group Common Stock
including the Reorganized Group Common Stock issuable upon the conversion of
the Senior Convertible Preferred Stock issued in the Rights Offering, before
giving effect to any Management Incentive Options or Warrants or any other
equity rights that may be issued to Existing Group Preferred Stock holders or
Group General Unsecured Creditors pursuant to the Plan (without assuming any
value attributable thereto or issuances in respect thereof).

A-1

II. TREATMENT OF EXISTING DEBT AND EQUITY INTERESTS AND OTHER CLAIMANTS IN THE
PLAN

<Table>

- -----------------------------------------------------------------------------------------------
Administrative, Priority Tax On or as soon as practicable after the effective date of the
and Other Priority Claims Plan (the "Effective Date"), each holder of an
administrative, priority tax or other priority claim shall
receive cash equal to the full amount of its claim or
otherwise be left unimpaired. Holders of such claims will be
unimpaired, deemed to have accepted the Plan, and not
entitled to vote.
- -----------------------------------------------------------------------------------------------
Other Secured Claims Holders of secured claims, including capital leases, other
than under the Credit Agreement, will be unimpaired, deemed
to have accepted the Plan, and not entitled to vote.
- -----------------------------------------------------------------------------------------------
Credit Agreement Indebtedness On the Effective Date, each Senior Lender (other than Hicks
Muse, TCW and any Non-HMTF Subordinated Note Holder
tendering indebtedness under the Credit Agreement to
purchase Senior Convertible Preferred Stock or Reorganized
Group Common Stock in the Rights Offering or Voluntary
Conversion), will receive an equivalent amount of
indebtedness under a new senior secured credit facility (the
"New Senior Secured Credit Facility") as such Senior Lender
held under the facility governed by the existing Credit
Agreement. The New Senior Secured Credit Facility will
replace the existing facility under the Credit Agreement and
Group, Viasystems and its subsidiaries will be relieved of
their obligations thereunder. Holders of indebtedness under
the Credit Agreement will be impaired and entitled to vote
on the Plan. The terms of the New Senior Secured Credit
Facility are set forth on Exhibit C of this Lockup
Agreement.
- -----------------------------------------------------------------------------------------------
Senior Notes On the Effective Date, each holder of Senior Notes will
receive a pro rata portion of (i) $120.1 million face amount
of Reorganized Group Junior Preferred Stock and (ii)
Reorganized Group Common Stock representing 6.3% (whether
excluding any DTI Guaranty claim or including the maximum
potential DTI Guaranty claim) of the Fully Diluted Common
Equity Ownership of Reorganized Group, subject to pro rata
dilution with all other holders of Reorganized Group Common
Stock by any issuance of Reorganized Group Common Stock in
respect of the DTI Guaranty. Holders of Senior Notes will be
impaired and entitled to vote on the Plan.
- -----------------------------------------------------------------------------------------------
DTI Guaranty(1) To the extent that Viasystems is required to satisfy any
obligation pursuant to the DTI Guaranty on or following the
Effective Date, and without conceding any such requirement,
the holder of any allowed claim under the DTI Guaranty will
receive (i) up to $13.5 million of Reorganized Group Junior
Preferred Stock and (ii) Reorganized Group Common Stock
representing up to 0.7% of the Fully Diluted Common Equity
Ownership of Reorganized Group. Holders of claims under the
DTI Guaranty will be impaired and entitled to vote on the
Plan.
The foregoing recovery with respect to the DTI Guaranty
remains subject to such other agreement as may be reached
among Viasystems, the DTI, Hicks Muse and the ad hoc
committee of the Non-HMTF Senior Subordinated Note Holders.
The Parties agree that the DTI Guarantee is subject to
estimation and reduction. The Parties agree to cooperate and
use all reasonable efforts to minimize the amount of any
such recovery.
- -----------------------------------------------------------------------------------------------
</Table>

- ---------------

(1) The guaranty by Viasystems pursuant to that certain letter agreement from
Viasystems dated October 3, 2000 with respect to the L12 million loan made
by the Secretary of State for Trade and Industry of the United Kingdom (the
"DTI") to Viasystems Tyneside Limited and the Settlement Agreement dated
January 31, 2002 among DTI, Viasystems, and European PCB Group (Cayman
Islands) Ltd.

A-2

<Table>

- -----------------------------------------------------------------------------------------------
Viasystems General Unsecured On the Effective Date, each holder of general unsecured
Creditors claims of Viasystems will receive a promissory note in an
amount equal to approximately 85% of the allowed claim of
each such creditor payable with all accrued interest on the
10th anniversary of the date of issuance, subordinated to
all indebtedness under the New Senior Secured Credit
Facility and Exit Facility and all other indebtedness for
borrowed money, and bearing the interest rates set forth
below. Holders of general unsecured claims of Viasystems
will be impaired and entitled to vote on the Plan.
INTEREST RATES
1st year: 0.0%
2nd year: 1.0%
3rd year: 3.0%
4th year: 5.0%
5th - 10th year: 8.0%
- -----------------------------------------------------------------------------------------------
Subordinated Notes On the Effective Date, each holder of Subordinated Notes
will receive a pro rata portion of Reorganized Group Common
Stock representing in the aggregate 70.2% (excluding any DTI
Guaranty claim or 68.5% including the maximum potential DTI
Guaranty claim) of the Fully Diluted Common Equity Ownership
of Reorganized Group, subject to pro rata dilution with all
other holders of Reorganized Group Common Stock by any
issuance of Reorganized Group Common Stock in respect of the
DTI Guaranty. Holders of Subordinated Notes will be impaired
and entitled to vote on the Plan.
As a part of the recovery with respect to claims by holders
of Subordinated Notes, such holders shall be entitled to
participate in the Rights Offering in the agreed-upon
allocation described therein.
- -----------------------------------------------------------------------------------------------
Group General Unsecured If holders of general unsecured claims of Group vote to
Creditors accept the Plan, then on the Effective Date, each holder of
general unsecured claims of Group will receive a pro rata
distribution of Warrants to purchase shares of Reorganized
Group Common Stock equal to 0.6% of the outstanding common
equity of Reorganized Group, assuming full conversion of the
Senior Convertible Preferred Stock. If holders of general
unsecured claims of Group vote to reject the Plan, then each
holder of general unsecured claims of Group will not receive
or retain any property on account of such interest. Holders
of general unsecured claims of Group will be impaired and
entitled to vote on the Plan.
- -----------------------------------------------------------------------------------------------
Existing Group Preferred If holders of general unsecured claims of Group vote to
Stock accept the Plan, then on the Effective Date, each holder of
Existing Group Preferred Stock will receive a pro rata
distribution of Warrants to purchase shares of Reorganized
Group Common Stock equal to 5.4% of the outstanding common
equity of Reorganized Group, assuming full conversion of the
Senior Convertible Preferred Stock. If holders of general
unsecured claims of Group vote to reject the Plan, then each
holder of Existing Group Preferred Stock will not receive or
retain any property on account of such interest. Holders of
Existing Group Preferred Stock will be impaired, deemed to
have rejected the Plan and not entitled to vote.
- -----------------------------------------------------------------------------------------------
Existing Group Common Stock Each holder of Existing Group Common Stock will not receive
or retain any property on account of such interest. Any such
rights will be cancelled on the Effective Date pursuant to
the Plan. Holders of such rights will be impaired, deemed to
have rejected the Plan and not entitled to vote.
- -----------------------------------------------------------------------------------------------
Rights to Acquire Existing Each holder of existing warrants, options and any other
Group Common Stock right to acquire or receive Existing Group Common Stock will
not receive or retain any property on account of such
interest. Any such rights will be cancelled on the Effective
Date pursuant to the Plan. Holders of such rights will be
impaired, deemed to have rejected the Plan and not entitled
to vote.
- -----------------------------------------------------------------------------------------------
</Table>

A-3

III. RIGHTS OFFERING

<Table>

- -----------------------------------------------------------------------------------------------
Securities To Be Offered Incident to and as part of the transactions the comprise the
Plan, on the Effective Date, $53.75 million face amount of
Reorganized Group Senior Convertible Preferred Stock,
convertible into 16.3% (excluding any DTI Guaranty claim or
17.0% including the maximum potential DTI Guaranty claim) of
the Fully Diluted Common Equity Ownership of Reorganized
Group will be purchased by Hicks Muse, TCW and the Non-HMTF
Subordinated Note Holders at a purchase price of $53.75
million in the aggregate, payable in cash or cancellation of
outstanding indebtedness under the Credit Agreement.
- -----------------------------------------------------------------------------------------------
Offerees Hicks Muse will be offered up to 51.1% of the Senior
Convertible Preferred Stock, TCW will be offered up to 14.0%
of the Senior Convertible Preferred Stock and the Non-HMTF
Subordinated Note Holders will be offered up to 34.9% of the
Senior Convertible Preferred Stock pro rata in proportion to
their respective interests in the Subordinated Notes.
- -----------------------------------------------------------------------------------------------
Standby Commitments Hicks Muse will commit to purchase an aggregate of 51.1% of
the Senior Convertible Preferred Stock offered in the Rights
Offering through the cancellation of $27.5 million of
indebtedness under the Credit Agreement and TCW will commit
to purchase an aggregate of 14.0% of the Senior Convertible
Preferred Stock offered in the Rights Offering through the
cancellation of $7.5 million of indebtedness under the
Credit Agreement. Non-HMTF Subordinated Note Holders will be
offered their pro rata portion of the remaining 34.9% of the
shares of Senior Convertible Preferred Stock. To the extent
that the Non-HMTF Subordinated Note Holders purchase less
than the remaining 34.9% of the Senior Convertible Preferred
Stock offered in the Rights Offering, GSC Partners and/or
its affiliates will purchase the remaining Senior
Convertible Preferred Stock. In consideration for such
commitments, each of Hicks Muse, TCW and GSC Partners will
receive a fee equal to two percent of the price of the
Senior Convertible Preferred Stock purchased in the Rights
Offering.
- -----------------------------------------------------------------------------------------------
Consideration Consideration for purchases in the Rights Offering may be
cash or cancellation of indebtedness under the Credit
Agreement.
- -----------------------------------------------------------------------------------------------
Use of Proceeds Net cash proceeds (if any) will be used, upon receipt,
exclusively to reduce indebtedness under the Credit
Agreement or New Senior Secured Credit Facility, as
applicable.
- -----------------------------------------------------------------------------------------------
</Table>

A-4

IV. TERMS OF THE REORGANIZED GROUP SENIOR CONVERTIBLE PREFERRED STOCK

<Table>
<Caption>
- -----------------------------------------------------------------------------------------------

Face Amount The Senior Convertible Preferred Stock will have an initial
aggregate face amount of $53.75 million and a purchase price
based on an enterprise value of Reorganized Group of $828.0
million.
- -----------------------------------------------------------------------------------------------
Dividends The Senior Convertible Preferred Stock will accrue dividends
on a semi-annual basis at the rate of 9.0% per annum of the
face amount (plus accrued but unpaid dividends) cumulative
from the date of issuance; provided, that in the event that
dividends are paid in respect of the Reorganized Group
Common Stock during any semi-annual dividend period in an
aggregate amount which would on an as-converted basis exceed
the dividends payable on the Senior Convertible Preferred
Stock for such period, the Senior Convertible Preferred
Stock shall participate on an as-converted basis to the
extent of such excess in additional dividends.
- -----------------------------------------------------------------------------------------------
Conversion The Senior Convertible Preferred Stock will be convertible
at any time (in whole or in part) into Reorganized Group
Common Stock at an initial conversion rate of 1:1.
- -----------------------------------------------------------------------------------------------
Voting The Senior Convertible Preferred Stock will vote together
with the Reorganized Group Common Stock on an as-converted
basis and will vote as a class as required by applicable
law.
- -----------------------------------------------------------------------------------------------
Liquidation Preference The Senior Convertible Preferred Stock will have a
liquidation preference equal to the issue price plus the
value of all accrued but unpaid dividends up to (but not
including) the date of liquidation before any payments are
made to the holders of the Junior Preferred Stock or the
Reorganized Group Common Stock; provided, that in the event
that the liquidation value in respect of the as-converted
amount of Reorganized Group Common Stock exceeds the amount
of the liquidation preference of the Senior Convertible
Preferred Stock, the Senior Convertible Preferred Stock
shall participate on an as-converted basis to the extent of
such excess in liquidation value.
- -----------------------------------------------------------------------------------------------
Rank The Senior Convertible Preferred Stock will rank senior to
the Junior Preferred Stock and the Reorganized Group Common
Stock.
- -----------------------------------------------------------------------------------------------
Mandatory Redemption Upon the 10th anniversary of the date of issuance, the
Senior Convertible Preferred Stock will be subject to
mandatory redemption.
- -----------------------------------------------------------------------------------------------
</Table>

A-5

V. TERMS OF THE REORGANIZED GROUP JUNIOR PREFERRED STOCK

<Table>
<Caption>
- -----------------------------------------------------------------------------------------------

Face Amount The Junior Preferred Stock will have an initial aggregate
face amount of $120.1 million.*
- -----------------------------------------------------------------------------------------------
Dividends The Junior Preferred Stock will accrue dividends on a
semi-annual basis at the below rates per annum based on the
face amount (plus accrued but unpaid dividends) cumulative
from the date of issuance:
</Table>

<Table>

1st year: 0.0%
2nd year: 1.0%
3rd year: 3.0%
4th year: 5.0%
5th - 10th year: 8.0%
</Table>

<Table>

In the event that dividends are paid in respect of the
Reorganized Group Common Stock during any semi-annual
dividend period in an aggregate amount which would on an
as-converted basis (applying a notional rate of conversion
of Junior Preferred Stock into Reorganized Group Common
Stock) exceed the foregoing dividends payable on the Junior
Preferred Stock, the Junior Preferred Stock shall
participate on an as-converted basis to the extent of such
excess in additional dividends.
- -----------------------------------------------------------------------------------------------
Voting The Junior Preferred Stock will not have any voting rights
other than those provided by law and except for with respect
to those matters expressly set forth in the certificate of
designations therefor.
- -----------------------------------------------------------------------------------------------
Protective Provisions The Junior Preferred Stock will contain anti-layering
restrictions with respect to additional preferred stock and
limitations on incurrence of material indebtedness.
- -----------------------------------------------------------------------------------------------
Liquidation Preference The Junior Preferred Stock will have an initial liquidation
preference equal to the face amount and all accrued but
unpaid dividends up to (but not including) the date of
liquidation before any payments are made to the holders of
Reorganized Group Common Stock.
In the event of an actual liquidation of Reorganized Group,
if the liquidation value in respect of the Junior Preferred
Stock on an as-converted basis (applying a notional rate of
conversion of Junior Preferred Stock into Reorganized Group
Common Stock) exceeds the foregoing liquidation preference,
the Junior Preferred Stock shall participate on a deemed
as-converted basis to the extent of such excess in
liquidation value.
- -----------------------------------------------------------------------------------------------
Rank The Junior Preferred Stock will rank junior in right of
payment to the Senior Convertible Preferred Stock and will
rank senior to the Reorganized Group Common Stock.
- -----------------------------------------------------------------------------------------------
Mandatory Redemption Upon the 10th anniversary of the date of issuance, the
Junior Preferred Stock will be subject to mandatory
redemption.
- -----------------------------------------------------------------------------------------------
</Table>

* Assumes that no claim is allowed under the DTI Guaranty. In the event of any
recovery under the DTI Guaranty, aggregate face amount of the Junior Preferred
Stock would be up to $133.6 million.

VI. TERMS OF THE WARRANTS TO PURCHASE REORGANIZED GROUP COMMON STOCK

Reorganized Group will issue Warrants to Group General Unsecured Creditors
and holders of Existing Group Preferred Stock to purchase shares of Reorganized
Group Common Stock equal to 6.0% of the outstanding common equity of Reorganized
Group, assuming full conversion of the Senior Convertible

A-6

Preferred Stock. The Warrants will have an exercise price based upon a total
enterprise value of Reorganized Group of $1.15 billion and will have a term of 7
years.

VII. AUTHORIZED CAPITALIZATION

Reorganized Group is expected to have approximately 100,000,000 shares of
Reorganized Group Common Stock authorized on the Effective Date and to issue
approximately 25,000,000 shares pursuant to the Plan. The number of shares of
preferred stock authorized in the certificate of incorporation of Reorganized
Group is to be discussed by the Parties. The certificate of incorporation of
Reorganized Group is expected to contain "blank check" authorization for the
board of directors of Group with respect to additional issuances of preferred
stock, subject to any limitations of the New Senior Secured Credit Facility,
Senior Convertible Preferred Stock and Junior Preferred Stock or any other
instrument and applicable law.

A-7

VIII. STOCKHOLDERS AGREEMENT

<Table>

- -----------------------------------------------------------------------------------------------
Parties The Stockholders Agreement will be entered into by and among
Reorganized Group, Hicks Muse and the specified Non-HMTF
Subordinated Note Holders party thereto.
- -----------------------------------------------------------------------------------------------
Board of Directors Reorganized Group's Board of Directors will be comprised of
nine members as follows:

- 1 will be Reorganized Group's Chief Executive
Officer;

- 5 members designated by the Hicks Muse parties to the
stockholders agreement; and

- 3 members designated by the Non-HMTF Subordinated
Note Holders party to the stockholders agreement.

The Compensation Committee of the Board of Directors of
Reorganized Group will be comprised of two members
designated by Hicks Muse and one member designated by the
Non-HMTF Subordinated Note Holders.

To the extent that the equity ownership in Reorganized Group
by Hicks Muse or the Non-HMTF Subordinated Note Holders is
reduced by disposition during the term of the Stockholders
Agreement, their respective right to appoint directors shall
be proportionately reduced as agreed to by the Parties in
the Stockholders Agreement. After reductions to beneath
certain agreed levels or a qualified IPO, the Stockholders
Agreement or agreed portions thereof will cease to be
applicable.
- -----------------------------------------------------------------------------------------------
Hicks Muse Protections Without approval of Hicks Muse, Reorganized Group will not:

(1) other than transactions in which Hicks Muse shall have
pre-emptive rights to maintain their equity ownership
percentage and other customary exceptions, issue or sell
equity securities or bonds, debentures, notes or other
obligations convertible into, exchangeable for, or any
options, warrants or other obligations having rights to
purchase, any equity securities;

(2) issue or sell equity securities or bonds, debentures,
notes or other obligations convertible into, exchangeable
for, or any options, warrants or other obligations having
rights to purchase, any equity securities for consideration
below fair market value;

(3) issue preferred stock or other equity ranking senior to
the Reorganized Group Common Stock;

(4) incur material indebtedness or financial obligations (in
excess of agreed upon amounts); or

(5) take such other actions to be determined by agreement
among the Parties.

In the event that Hicks Muse owns in the aggregate less than
50.1% of the Fully Diluted Common Equity Ownership of
Reorganized Group as a result of dilution related to any DTI
Guaranty claim, New Warrants, and/or equity issued pursuant
to the Management Incentive Plan, Hicks Muse will be granted
certain additional contractual control and protection rights
acceptable to Hicks Muse and the ad hoc committee of the
Non-HMTF Subordinated Note Holders and set forth in the
Stockholders Agreement, including such minority shareholder
protection rights as described below.
- -----------------------------------------------------------------------------------------------
</Table>

A-8

<Table>

- -----------------------------------------------------------------------------------------------
Minority Shareholder The Stockholders Agreement will provide substantially to the
Protections effect that without approval of at least a majority in
interest of the Non-HMTF Subordinated Note Holders party to
the Stockholders Agreement, Reorganized Group will not:

(1) other than transactions in which the holders of
Reorganized Group Common Stock party to the Stockholders
Agreement have pre-emptive rights to maintain their equity
ownership percentage and other customary exceptions, issue
or sell equity securities or bonds, debentures, notes or
other obligations convertible into, exchangeable for, or any
options, warrants or other obligations having rights to
purchase, any equity securities;

(3) redeem or repurchase any of its outstanding capital
stock; declare or make any dividend or other distribution
on, or on account of, capital stock (excluding such
dividends or other distributions with respect to the
Reorganized Group Senior Convertible Preferred Stock and
Junior Preferred Stock as described herein);

(4) consummate any corporate reorganizations, including
dissolution, liquidation, reorganization or act of
bankruptcy;

(5) consummate any merger, sale of all or substantially all
assets or any other transaction that results in a "change of
control," other than in any transaction based on an
enterprise value in excess of $828.0 million (as adjusted
for equity issuances or repurchases of, or dividends on,
Reorganized Group Common Stock);

(6) enter into any transaction(s) with affiliates or
insiders (including directors, officers and stockholders)
that are not wholly-owned subsidiaries outside the ordinary
course and on other than arm's length terms;

(7) incur material indebtedness or financial obligations (in
excess of agreed upon amounts);

(8) other than as part of a transaction permitted under
clause (5) above, sell or transfer (by lease or otherwise)
material businesses;

(9) other than amendments effected in conjunction with a
transaction permitted under clause (1) or (5) above, modify
its certificate of incorporation or bylaws; or

(10) change the number of directors on the board or
establish any new committees and/or engage in new corporate
governance activities.
- -----------------------------------------------------------------------------------------------
Registration and Information Reorganized Group will provide customary registration rights
Rights for resales of shares of capital stock issued under the Plan
and customary information rights, in each case as agreed by
the Parties.
- -----------------------------------------------------------------------------------------------
Preemptive Rights Reorganized Group will provide customary preemptive rights
with certain specific exemptions as agreed by the Parties.
- -----------------------------------------------------------------------------------------------
</Table>

A-9

IX. MANAGEMENT

<Table>

- -----------------------------------------------------------------------------------------------
Management Incentive Plan Group will establish a Management Incentive Plan for
Reorganized Group which will provide for the issuance of
options to purchase shares of Reorganized Group Common Stock
equal to 10.0% of the outstanding common equity of
Reorganized Group, assuming full conversion of the Senior
Convertible Preferred Stock. Up to 80% of such options will
be granted on the Effective Date ("Tranche A Options") with
an exercise price based upon a total enterprise value of
Reorganized Group of $828.0 million. 20% of such options,
plus all additional options not granted as Tranche A Options
and allocated as Tranche B Options with approval of Hicks
Muse and GSC (collectively, "Tranche B Options"), will have
an exercise price determined by the Compensation Committee
of the Board of Directors of Reorganized Group at the time
of grant.
The Tranche A Options will be issued to existing employees
of Group and its subsidiaries in accordance with an
allocation determined by the Chief Executive Officer of
Group and approved by the Compensation Committee of the
Board of Directors of Reorganized Group (provided, a
designee to the Board of Directors appointed by Hicks Muse
and a designee to the Board of Directors appointed by GSC
Partners must consent to such allocation). The Tranche B
Options will be allocated and issued at the discretion of
the Compensation Committee of the Board of Directors of
Reorganized Group, subject to such terms and conditions as
the Compensation Committee of the Board of Directors may
determine at the time of grant.

The Tranche A Options will vest as follows:

- 1/3 immediately

- 1/3 upon the 24-month anniversary of the Effective
Date

- 1/3 upon the 36-month anniversary of the Effective
Date
- -----------------------------------------------------------------------------------------------
</Table>

X. DIP FACILITY, EXIT FACILITY AND NEW SENIOR SECURED CREDIT FACILITY

The Parties anticipate that Viasystems will obtain appropriate
debtor-in-possession financing during the pendency of the Chapter 11 Cases,
substantially as set forth on Exhibit B of this Lockup Agreement, and enter into
a revolving Exit Facility and the New Senior Secured Credit Facility,
substantially as set forth on Exhibit C of this Lockup Agreement, on the
Effective Date of the Plan.

XI. VOLUNTARY CONVERSION BY HICKS MUSE

In connection with the consummation of the Plan and as a condition to the
effectiveness of the Plan, Hicks Muse will agree to extinguish an additional
$23.7 million of indebtedness under the Credit Agreement in exchange for
Reorganized Group Common Stock representing 7.2% (excluding any DTI Guaranty
claim or 7.5% including the maximum potential DTI Guaranty claim) of the Fully
Diluted Common Equity Ownership of Reorganized Group subject to pro rata
dilution with all other holders of Reorganized Group Common Stock by any
issuance of Reorganized Group Common Stock in respect of the DTI Guaranty based
on the Reorganized Group enterprise value of $828.0 million.

A-10

EXHIBIT B TO LOCKUP AGREEMENT

VIASYSTEMS, INC.
CREDIT FACILITY

SUMMARY OF TERMS AND CONDITIONS FOR DEBTOR-IN-POSSESSION FACILITY

Borrower

Viasystems, Inc., a Delaware corporation, which will be a
Debtor-in-Possession in a case (the "Debtor's Case"; the date of the
commencement of the Debtor's Case, the "Petition Date") to be filed under
Chapter 11 of the Bankruptcy Code (the "Borrower" or "Debtor").

Guarantors

The obligations of the Borrower shall be guaranteed by (i) Viasystems
Group, Inc., the holding company parent of the Borrower ("Holdings" and,
together with the Borrower, the "Debtors"), which will be a Debtor-
in-Possession in a case (the "Holdings' Case" and, together with the Debtor's
Case, the "Cases") to be filed under Chapter 11 of the Bankruptcy Code and (ii)
all of the direct and indirect domestic subsidiaries of Holdings (other than the
Borrower) (each, together with Holdings, a "Guarantor" and collectively the
"Guarantors").

Agent and Lenders

JPMorgan Chase Bank (the "Agent" or "JPMorgan Chase Bank") will serve as
the Agent under the facility contemplated hereby (the "Credit Facility") for a
syndicate of financial institutions (including JPMorgan Chase Bank, the
"Lenders") to be arranged by J.P. Morgan Securities Inc. ("JPMorgan"). JPMorgan
will serve as exclusive advisor, sole lead arranger and sole bookrunner for the
Credit Facility. In addition, Deutsche Bank Trust Company Americas will serve as
the Documentation Agent under the Credit Facility.

Commitment and Availability

A total commitment of $37.5 million (the "Commitment") with a sublimit of
$10 million for import documentary and standby letters of credit to be issued
for purposes that are reasonably satisfactory to the Agent (collectively, the
"Letters of Credit"), it being understood that, without the consent of the
Agent, Letters of Credit will not be issued in favor of vendors or suppliers
other than import documentary Letters of Credit. The Commitment shall be
available for working capital and general corporate purposes of the Borrower and
the Guarantors (including, without limitation, for the post-petition funding of
the Borrower's direct and indirect non-U.S. subsidiaries).

Term

Borrowings shall be repaid in full, and the Commitment shall terminate, at
the earliest of (i) the date that is one year after the commencement of the
Debtor's Case (the "Maturity Date"), (ii) 30 days after the entry of the Interim
Order (as hereinafter defined) if the Final Order (as hereinafter defined) has
not been entered prior to the expiration of such 30-day period (the "Prepayment
Date"), (iii) the substantial consummation (as defined in Section 1101 of the
Bankruptcy Code and which for purposes hereof shall be no later than the
effective date) of a plan of reorganization that is confirmed pursuant to an
order entered by the United States Bankruptcy Court for the Southern District of
New York or any other court having jurisdiction (the "Bankruptcy Court") over
the Cases of the Borrower or Holdings (the "Consummation Date") and (iv) the
acceleration of the Loans and the termination of the Commitment in accordance
with the Agreement hereinafter referred to (together with the Maturity Date, the
Prepayment Date and the Consummation Date, the "Termination Date").

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Letters of Credit

Letters of Credit shall be issued for the account of the Borrower by
JPMorgan Chase Bank as fronting bank or by one or more other fronting banks
(collectively, the "Fronting Bank"), each of which shall be reasonably
satisfactory to the Borrower and the Agent. Letters of Credit shall expire no
later than the Maturity Date. Drafts drawn under Letters of Credit shall be
reimbursed not later than the first business day following the date of draw. If
the Termination Date occurs prior to the expiration of any Letter of Credit,
each such Letter of Credit shall be replaced and returned to the Fronting Bank
undrawn and marked "canceled" on or prior to the Termination Date, or to the
extent that the Borrower is unable to replace any of the Letters of Credit, such
Letters of Credit shall be (a) secured by a back-to-back letter of credit that
is in an amount equal to 102% of the face amount of such Letters of Credit, in a
form that is satisfactory to the Agent and the Fronting Bank and issued by a
bank that is satisfactory to the Agent and the Fronting Bank or (b) cash
collateralized in an amount equal to 102% of the face amount of such Letters of
Credit ("Cash Collateralization") by the deposit of cash in such amount into an
account established by the Borrower under the sole and exclusive control of the
Agent ("Letter of Credit Account"), such cash to be promptly remitted to the
Borrower upon the expiration, cancellation or other termination or satisfaction
of the Borrower's reimbursement obligations.

Closing Date

Closing Date to occur promptly upon, but no later than 10 days after, the
entry of the Interim Order hereinafter referred to.

Priority and Liens

All direct borrowings and reimbursement obligations under Letters of Credit
(and all guaranties of the foregoing by Holdings) shall at all times

(i) pursuant to Section 364(c)(1) of the Bankruptcy Code, be entitled
to joint and several superpriority claim status in the Cases,

(ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, be secured
by a perfected first priority lien on all property of the Debtors that is
not subject to valid, perfected and non-avoidable liens as of the
commencement of the Cases, including (without limitation) all accounts
receivable, inventory, property, plant and equipment of the Debtors, and on
all cash maintained in the Letter of Credit Account,

(iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, be secured
by a perfected junior lien on all property of the Debtors that is subject
to valid, perfected and non-avoidable liens in existence at the time of the
commencement of the Cases or to valid liens in existence at the time of
such commencement that are perfected subsequent to such commencement as
permitted by Section 546(b) of the Bankruptcy Code (other than property
that is subject to the existing liens that secure obligations under the
Pre-Petition Credit Agreement referred to in clause (iv) hereof, which
liens shall be primed by the liens to be granted to the Agent as described
in such clause),

(iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured
by a perfected first priority, senior priming lien on all of the property
of the Debtors (including, without limitation, inventory, accounts
receivable, property, plant, equipment, patents, copyrights, trademarks,
tradenames and other intellectual property and capital stock of
subsidiaries) that is subject to the existing liens that secure the
obligations of the Debtors under or in connection with the Credit
Agreement, dated as of March 29, 2000 (as amended, supplemented or
otherwise modified prior to the Petition Date, the "Pre-Petition Credit
Agreement"), among the Borrower, Holdings, the Foreign Subsidiary Borrowers
party thereto, the several lenders from time to time party thereto, J.P.
Morgan Chase Bank Canada, as Canadian administrative agent, J.P. Morgan
Europe Limited, as multicurrency administrative agent, and JPMorgan Chase
Bank, as administrative agent, all of which existing liens under the
Pre-Petition Credit Agreement (the "Primed Liens") shall be primed by and
made subject and subordinate to the perfected first priority senior liens
to be granted to the Agent, which senior priming liens in favor of the
Agent shall also prime any liens

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granted after the commencement of the Cases to provide adequate protection
in respect of any of the Primed Liens but shall not prime liens, if any, to
which the Primed Liens are subject at the time of the commencement of the
Cases (it being understood that, as a condition precedent to the
transactions contemplated hereby, the senior priming liens shall be granted
with the consent or non-objection of a preponderance (as determined by the
Agent) of the lenders that are parties to the Pre-Petition Credit
Agreement);

(v) pursuant to documentation satisfactory to the Agent, be secured by
a perfected first priority lien on all of the property of the Guarantors
other than Holdings and certain foreign subsidiaries of the Borrower
(including, without limitation, inventory, accounts receivable, property,
plant, equipment, patents, copyrights, trademarks, tradenames and other
intellectual property and capital stock of subsidiaries) that is subject to
the existing liens that secure the obligations of such Guarantors and
foreign subsidiaries under or in connection with the Pre-Petition Credit
Agreement, all of which existing liens under the Pre-Petition Credit
Agreement shall be made subject and subordinate to the perfected first
priority senior liens to be granted to the Agent, which senior priming
liens in favor of the Agent shall also be senior to any liens granted after
the commencement of the Cases in respect of any such property; and

(vi) pursuant to documentation satisfactory to the Agent, be secured
by a perfected first priority lien on all property of certain other foreign
subsidiaries of the Borrower to be agreed upon.

subject in each case only to (x) in the event of the occurrence and during
the continuance of an Event of Default, or an event that would constitute
an Event of Default with the giving of notice or lapse of time or both, the
payment of allowed and unpaid professional fees and disbursements incurred
by the Debtors and any statutory committees appointed in the Cases in an
aggregate amount not in excess of $1,500,000 (plus all unpaid professional
fees and disbursements incurred prior to the occurrence of an Event of
Default or an event that would constitute an Event of Default with the
giving of notice or lapse of time or both to the extent allowed by the
Bankruptcy Court at any time) and (y) the payment of fees pursuant to 28
U.S.C. sec. 1930 ((x) and (y), together, the "Carve-Out"). Notwithstanding
the foregoing, so long as an Event of Default or an event which with the
giving of notice or lapse of time or both would constitute an Event of
Default shall not have occurred and be continuing, the Debtors shall be
permitted to pay compensation and reimbursement of fees and expenses
allowed and payable under 11 U.S.C. sec.sec. 328, 330 and 331, as the same
may be due and payable, and the same shall not reduce the Carve-Out. No
portion of the Carve-Out or proceeds of the Credit Facility may be used for
the payment of the fees and expenses of any person incurred in relation to
the initiation or prosecution of any action for preferences, fraudulent
conveyances, other avoidance power claims or any other claim or causes of
action against the Agent, the Lenders or the Primed Credit Agreement
Parties (as hereinafter defined).

Conditions to Priming and Use of Cash Collateral

The parties to the Pre-Petition Credit Agreement (the "Primed Credit
Agreement Parties") whose liens shall be primed as described in clause (iv) of
"Priority and Liens" above, and whose prepetition cash collateral shall be
authorized for use by the Borrower and Holdings as described under "Use of Cash
Collateral" below, will receive the following as adequate protection for such
priming and use: (i) the monthly payment of current interest and letter of
credit fees (including any such interest and fees that are accrued and unpaid as
of the commencement of the Cases) at the applicable non-default rates provided
for pursuant to the Pre-Petition Credit Agreement (the payments described in
this clause to be without prejudice to the rights of the Primed Credit Agreement
Parties to assert a claim for the payment of additional interest and letters of
credit fees calculated at any other applicable rates of interest (including,
without limitation, at any default rates), or on any other basis set forth in
the Pre-Petition Credit Agreement), (ii) a superpriority claim as contemplated
by Section 507(b) of the Bankruptcy Code immediately junior to the claims under
Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Lenders
(without the requirement to file any motion or pleading or to make any demand),
(iii) a lien on the assets of the Debtors to be encumbered in favor of the
Agent, which adequate protection lien shall have a priority immediately junior
to the priming and other liens to be granted in favor of the Agent, (iv) the
payment on a current basis of the reasonable fees and expenses (including, but
not limited to, the reasonable fees and disbursements of counsel and internal
and
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third-party consultants, including financial consultants, appraisers and
auditors) incurred by the agent under the Pre-Petition Credit Agreement
(including any unpaid prepetition fees and expenses) and the members of the Bank
Steering Committee in their capacity as such and the continuation of the payment
on a current basis of the administration fees that are provided for under the
Pre-Petition Credit Agreement, and (v) the receipt of all financial statements
and other reports that are furnished to the Lenders. So long as there are any
borrowings or Letters of Credit outstanding, or the Commitment is in effect, the
Primed Credit Agreement Parties shall not be permitted to take any action in the
Bankruptcy Court or otherwise related to the enforcement of such adequate
protection liens or the liens granted pursuant to the Pre-Petition Credit
Agreement.

Use of Cash Collateral

The Commitment shall not be available for use by the Borrower unless the
Bankruptcy Court shall have authorized the use by the Debtors of proceeds of
pre-petition collateral that constitutes "cash collateral" (within the meaning
of the Bankruptcy Code) in respect of the liens granted pursuant to the
Pre-Petition Credit Agreement. The Commitment shall not be available for direct
borrowings unless the Borrower shall at that time have the use of such cash
collateral for the purposes that are described under "Purpose" below.

Purpose

For working capital and general corporate purposes of the Borrower and the
Guarantors (including, without limitation, for the post-petition funding of the
Borrower's direct and indirect non-U.S. subsidiaries.

Cash Accounts

No more than $5 million of cash held by domestic subsidiaries can be
outside accounts in which the Agent has a perfected first priority lien (and the
Borrower shall use reasonable best efforts to make all such domestic accounts
perfected accounts) and no more than $25 million of cash shall be held by
foreign subsidiaries.

Upfront Fee

2.00% of the aggregate commitments under the Credit Facility, payable on
the Closing Date.

Commitment Fee

0.50% per annum on the unused amount of the Commitment (with the issuance
of Letters of Credit being treated as usage of the Commitment), payable monthly
in arrears during the term of the Credit Facility.

Nature of Fees

Non-refundable under all circumstances.

Letter of Credit Fees

3.50% per annum on the outstanding face amount of each Letter of Credit
plus customary fees for fronting, issuance, amendments and processing.

Interest Rate

JPMorgan Chase Bank's Alternate Base Rate ("ABR") plus 2.50% or, at the
Borrower's option, LIBOR plus 3.50% for interest periods of 1, 2 or 3 months;
interest shall be payable monthly in arrears, on the Termination Date and
thereafter on demand.

B-4

Default Interest

Upon the occurrence and during the continuance of any default in the
payment of principal, interest or other amounts due under the Agreement
(including, without limitation, in respect of Letters of Credit), interest shall
be payable on demand at 2% above the then applicable rate.

Borrowing Base

The sum of the aggregate outstanding amount of direct borrowings plus
undrawn amount of outstanding Letters of Credit issued for the account of the
Borrower shall at no time exceed the amount by which the Borrowing Base exceeds
the Carve-Out. The Borrowing Base (which will be comprised of (i) domestic
accounts receivable and (ii) domestic inventory, in each case meeting certain
eligibility standards determined by the Agent in its sole discretion exercised
in accordance with its reasonable credit judgment and subject to reserves from
time to time established by the Agent) shall be defined in a manner satisfactory
to the Agent and the Borrower. Borrowing Base eligibility standards may be fixed
and revised from time to time by the Agent in its sole discretion exercise in
accordance with its reasonable credit judgment.

Minimum Borrowing

$500,000 for direct borrowing of ABR Loans and $1,000,000 for direct
borrowing of LIBOR Loans, with no more than 7 borrowings of LIBOR Loans
outstanding at any one time; the Agent must receive one business day's notice
(received by the Agent by 12:00 noon, New York City time) for ABR Loans and
three business days' notice (received by the Agent by 1:00 p.m., New York City
time) for LIBOR Loans, provided that same day borrowings of ABR Loans in an
aggregate amount up to $5,000,000 will be available if notice is received by the
Agent no later than 10:00 a.m., New York City time, on such day.

Mandatory Prepayments and Cash Collateralization

Mandatory prepayments shall be required to the extent that the sum of the
Borrower's direct borrowings plus the undrawn amount of outstanding Letters of
Credit (including unreimbursed draws) exceeds either (x) the Borrowing Base
minus the Carve-Out or (y) the Commitment. If, after giving effect to any such
prepayment in full of the Loans, the sum of the undrawn amount of outstanding
Letters of Credit (including unreimbursed draws) exceeds either the Borrowing
Base or the Commitment, Cash Collateralization in the Letter of Credit Account
is required in the amount of such excess.

Optional Prepayment

Amounts may be prepaid in integral multiples of $500,000 without penalty
(except for any breakage costs associated with LIBOR Loans) upon (x) at least
one business day's prior notice for ABR Loans (provided that Loans may be
prepaid on the same day notice is given if such notice is received by the Agent
by 12:00 noon, New York City time) and (y) three business days' notice for LIBOR
Loans, provided, that if after giving effect to any prepayment of LIBOR Loans
there remain LIBOR Loans outstanding, such outstanding LIBOR Loans shall be in
an amount in excess of $1,000,000.

Conditions of Initial Extension of Credit

The obligation to provide the initial extension of credit shall be subject
to the satisfaction of the following conditions:

(a) Not later than 10 days following the commencement of the Debtor's
Case, entry of an order of the Bankruptcy Court in substantially the form
set forth as an Exhibit to the Agreement (the "Interim Order") on an
application or motion by the Borrower that is reasonably satisfactory in
form and substance to the Agent, which Interim Order shall have been
entered with the consent or non-objection of a preponderance (as determined
by the Agent) of the lenders party to the Pre-Petition Credit Agreement and
on such prior notice to such parties (including, without limitation, the
Primed Credit Agreement Parties) as may be reasonably satisfactory to the
Agent, approving the transactions contemplated herein

B-5

and granting the Superpriority claim status and senior priming and other
liens referred to above, which Interim Order shall (i) authorize extensions
of credit in amounts not in excess of $5 million, (ii) authorize the use of
cash collateral under the Pre-Petition Credit Agreement and provide for
adequate protection in favor of the Primed Credit Agreement Parties as set
forth under "Conditions to Priming and Use of Cash Collateral" above, (iii)
contain customary provisions regarding challenges to the pre-petition
claims and liens of the Primed Credit Agreement Parties, Section 506(c) of
the Bankruptcy Code and other matters, (iv) approve the payment by the
Borrower of all of the fees provided for above and (v) not have been
vacated, reversed, modified, amended or stayed;

(b) The Agent shall be satisfied that all of the Primed Credit
Agreement Parties and the requisite holders of Senior Subordinated
Indebtedness (as defined in the Pre-Petition Credit Agreement) and holders
of Investor Loans (as defined in the Pre-Petition Credit Agreement), in
each case in number (50%) and amount (66 2/3%), shall have entered into a
lockup agreement (the "Lockup Agreement") in form and substance
satisfactory to the Agent with respect to a plan of reorganization of the
Debtors, the terms of which are set forth in the Lockup Agreement (the
"Plan"), and such Lockup Agreement shall be in full force and effect, or
such persons shall have otherwise voted for the Plan and such votes have
not been withdrawn.

(c) The Agent shall be satisfied that the Primed Credit Agreement
Parties shall have entered into an intercreditor agreement with the Lenders
providing that the lien on, and security interest in, the property of the
Guarantors (other than Holdings) that secures the obligations of such
Guarantors to the Primed Credit Agreement Parties is subordinate to and
primed by the lien on, and security interest in, the property of such
Guarantors that secures the obligations of such Guarantors to the Lenders,
and such intercreditor agreement shall be in full force and effect.

(d) All of the "first day orders" entered at the time of commencement
of the Cases shall be reasonably satisfactory in form and substance to the
Agent;

(e) Filing on the Petition Date of the Plan and the disclosure
statement relating thereto, each consistent in all material respects with
the terms therefor set forth in the Lockup Agreement and otherwise in form
and substance satisfactory to the Agent.

(f) The Agent shall be satisfied that all holders of claims or
interests against the Debtors entitled to vote on the Plan shall have
received a copy of the Plan and disclosure statement relating thereto and
the Debtors shall have received sufficient votes from such holders of
claims and interests to enable the Plan to be confirmed pursuant to section
1129 of the Bankruptcy Code;

(g) Receipt of closing documents (including security documents
granting the liens in favor of the Agent contemplated hereby) reasonably
satisfactory in form and substance to the Agent;

(h) Legal opinion of counsel to the Borrower and the Guarantors
reasonably satisfactory to the Agent in substantially the form set forth as
an Exhibit to the Agreement;

(i) Receipt of UCC searches (including tax liens and judgments)
conducted in the jurisdictions in which the domestic Guarantors (other than
Holdings) conduct business, satisfactory to the Agent (dated as of a date
reasonably satisfactory to the Agent), reflecting the absence of liens and
encumbrances on the assets of the such Guarantors other than liens granted
or permitted under the Pre-Petition Credit Agreement and such other liens
as may be satisfactory to the Agent;

(j) There shall have been paid to the Agent all fees owed to the
Agent, the Lenders and JPMorgan;

(k) All corporate and judicial proceedings and all instruments and
agreements in connection with the transactions among the Borrower, the
Guarantors, the Agent and the Lenders contemplated by the Agreement shall
be reasonably satisfactory in form and substance to the Agent and the Agent
shall have received all information and copies of all documents or papers
reasonably requested by the Agent;

(l) The Agent shall have received such information (financial or
otherwise) as may be reasonably requested by the Agent (including, without
limitation, the Borrower's business plans, consolidated and by

B-6

division, for the period ending on the last day of the fiscal quarter in
which the Maturity Date is scheduled to occur and such business plans shall
be satisfactory in form and substance to the Agent); and

(m) Such other conditions as are reasonably satisfactory to the Agent
and the Lenders.

Conditions of Each Extension of Credit

The obligation to provide each extension of credit (including the initial
extension of credit) shall be subject to the satisfaction of the following
conditions:

(a) If, as a result of such extension of credit, usage of the
Commitment would exceed in the aggregate the amount authorized by the
Interim Order, and in any event no later than 30 days after the entry of
the Interim Order, the Bankruptcy Court shall have entered an order (the
"Final Order") in substantially the form of the Interim Order, with only
such modifications as are satisfactory in form and substance to the Agent;

(b) The Interim Order or the Final Order, as the case may be, shall be
in full force and effect, and shall not have been vacated, reversed,
modified, amended or stayed;

(c) No Event of Default and no condition which would constitute an
Event of Default with the giving of notice or lapse of time or both shall
exist;

(d) Representations and warranties shall be true and correct in all
material respects at the date of each extension of credit except to the
extent such representations and warranties relate to an earlier date;

(e) Receipt of a notice of borrowing from the Borrower;

(f) Receipt by the Agent of a Borrowing Base Certificate dated no more
than 7 days prior to the extension of credit, which Borrowing Base
Certificate shall include supporting schedules as required by the Agent,
provided, however, that for the initial extension of credit, a Borrowing
Base Certificate may be delivered on, and dated as of, the Closing Date;

(g) The Borrower shall have paid the balance of all fees then payable
as referenced herein; and

(h) Such other conditions as may be mutually agreed upon by the Agent
and the Borrower.

The request by the Borrower for, and the acceptance by the Borrower of,
each extension of credit under the Agreement shall be deemed to be a
representation and warranty by the Borrower that the conditions specified
above have been satisfied or waived.

Representations and Warranties

The Borrower and the Guarantors shall represent and warrant in a manner
satisfactory to the Agent and the Lenders as to:

(a) Due incorporation and good standing of Holdings and due
incorporation, good standing and ownership of the stock of the Borrower and
the Guarantors (other than Holdings);

(b) No consent or approval is required other than the Interim Order
and Final Order, neither of which (as applicable) shall have been amended,
stayed, vacated, reversed or rescinded;

(c) Due authorization, execution and delivery of loan documents
satisfactory in form and substance to the Agent (collectively, the
"Agreement"); no violation of other material agreements entered into after
the commencement of the Cases; no violation of law as a result of
execution, delivery or performance;

(d) No liens on the assets of the Borrower or the Guarantors except
for liens that are satisfactory to the Agent and are reflected on a
schedule annexed to the Agreement or are permitted by the Agreement;

(e) Financial statements for the fiscal year ended December 31, 2001
and for the fiscal quarters ended March 31, 2002 and June 30, 2002 present
fairly, in all material respects, the financial condition

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and results of operations of the Borrower and the Guarantors on a
consolidated basis as of the dates thereof and have been prepared in a
manner consistent with GAAP;

(f) Compliance in all material respects with applicable laws and
regulations including (without limitation) applicable environmental laws
and regulations;

(g) No material adverse change in the operations, business,
properties, assets, prospects or condition (financial or otherwise) of the
Borrower and the Guarantors taken as a whole has occurred from that set
forth in the Borrower's financial statements for the fiscal year ended
December 31, 2001 other than those which customarily occur as a result of
events and circumstances leading up to and following the commencement of a
proceeding under Chapter 11 of the Bankruptcy Code;

(h) No information that has been furnished by the Borrower or any of
the Guarantors to the Agent or the Bankruptcy Court contained any material
misstatement of fact or omitted to state a material fact necessary to make
the statements contained therein not materially misleading in light of the
circumstances in which made;

(i) There is no unstayed litigation which is reasonably likely to be
determined adversely and if so determined would have a material adverse
effect on the operations, business, properties, assets, prospects or
financial condition of the Borrower and the Guarantors taken as a whole;

(j) Use of proceeds as set forth in "Commitment and Availability"
above;

(k) Insurance is sufficient and in such amounts as is customary in the
industries in which the Borrower and the Guarantors operate;

(l) Such other representations and warranties as may be mutually
agreed upon by the Agent and the Borrower.

Affirmative Covenants

The Borrower and each of the Guarantors shall:

(a) Keep financial statements in accordance with GAAP and maintain
true and complete books and records;

(b) Furnish consolidated monthly cash flow reports, monthly, quarterly
and annual financial statements for the Borrower on a consolidated basis,
monthly consolidating profit and loss statements for the Borrower and
certain of its business units as agreed upon by the Agent and the Borrower,
monthly rolling 13 week cash flow projections, weekly cash flow variance
reports and other reports as may be reasonably requested by the Agent or
any Lender, such annual consolidated financial statements to be audited for
the Borrower and its consolidated subsidiaries;

(c) Deliver weekly Borrowing Base Certificates satisfactory to the
Agent, accompanied by such supporting documentation as may be required by
the Agent, during any period in which an extension of credit is outstanding
(such Borrowing Base Certificates shall only reflect updated information
pertaining to accounts receivable to the extent the Borrowing Base in
respect of accounts receivable is sufficient to cover outstanding
borrowings);

(d) Be available to discuss the Borrower's business plans referred to
under "Conditions of Initial Extension of Credit" above with the Agent and
the Lenders upon the Agent's reasonable request;

(e) Deliver to the Agent and its counsel all pleadings, motions,
applications, judicial information, financial information, and other
documents filed by or on behalf of the Borrower or Holdings with the
Bankruptcy Court or distributed by the Borrower or Holdings to any official
committee appointed in any of the Cases;

(f) Maintain insurance on all its property in a manner which is
customary in the industry with financially sound and responsible insurance
companies;

B-8

(g) Do all things necessary to preserve, renew and keep in full force
its corporate existence;

(h) Pay all post-petition taxes and other post-petition obligations as
and when due except where contested in good faith and by appropriate
proceedings (if the Borrower and the Guarantors shall have set aside on
their books adequate reserves therefor);

(i) Notify the Agent of any Event of Default or an event which with
the giving of notice or the passage of time or both would constitute an
Event of Default;

(j) Permit the Agent and its agents to visit the premises of the
Borrower and the Guarantors, confer with officers of the Borrower and the
Guarantors and representatives of the Borrower and the Guarantors and
review and appraisals all of their books and records, and to conduct
examinations of and to monitor the collateral held by the Agent in each
case at the Borrower's expense, all during regular business hours and upon
reasonable notice;

(k) Comply with customary ERISA covenants;

(l) Deliver to the Lenders information (including market comparables)
regarding any stay bonus or other cash retention payment with respect to
the Borrower's managers and/or executives; and

(m) Such other affirmative covenants as may be mutually agreed upon by
the Agent and the Borrower.

Negative Covenants

The Borrower and each of the Guarantors shall not (and shall not apply to
the Bankruptcy Court for authority to):

(a) Merge or consolidate with any other party (except that Holdings
may merge or consolidate with the Borrower);

(b) Create or permit to exist any liens or encumbrances on any assets
except (i) pre-petition liens and encumbrances as reflected on a schedule
annexed to the Agreement, (ii) liens in favor of the Agent on behalf of the
Lenders and (iii) such other liens as are permitted in the Agreement (the
Agreement will permit (1) liens imposed by law for taxes not yet due or
being contested in good faith by appropriate proceedings; (2) statutory and
other like liens, pledges or deposits in connection with workers'
compensation and other social security obligations (other than any liens
imposed under ERISA) and certain liens of landlords, carriers, warehousemen
and mechanics and other liens (other than environmental liens and liens
imposed under ERISA) imposed by law in the ordinary course of business; (3)
deposits to secure the performance of tenders, bids, and other contracts,
other than for the payment of borrowed money, arising in the ordinary
course of business; (4) easements and other similar encumbrances that are
not material; (5) liens securing purchase money indebtedness and capital
lease obligations permitted by the Agreement; (6) liens on the assets of
subsidiaries of the Borrower not to exceed a basket to be agreed; and (7)
liens junior to the senior liens contemplated hereby that are granted by
the Interim Order or the Final Order pursuant to 11 U.S.C. sec. 364(d)(1)
as adequate protection to the Primed Credit Agreement Parties, provided,
that the Interim Order and the Final Order provide that the holders of such
junior liens shall not be permitted to take any action to enforce their
rights with respect to such junior liens as long as any amounts are
outstanding under the Agreement or the Lenders have any Commitment
thereunder);

(c) Create or permit to exist any other Superpriority claim which is
pari passu with or senior to the claims of the Agent and the Lenders under
the Agreement, except for the Carve-Out;

(d) Sell or otherwise dispose of any assets (including, without
limitation, the stock of any subsidiary) except as permitted in the
Agreement (which exceptions shall be substantially similar to those in the
Pre-Petition Credit Agreement, with such modifications as the Agent shall
require), provided however that the Borrower and the Guarantors may apply
to the Bankruptcy Court for authority to sell assets for proceeds up to the
difference between the amount of the commitments of the lenders in respect
of the revolving facility and the Maximum Amount as contemplated in the
exit facility documents of even

B-9

date herewith for use of such proceeds as working capital or otherwise and
certain scheduled asset sales to be agreed upon.

(e) Create or permit to exist indebtedness for borrowed money in
addition to indebtedness under the Agreement except as permitted in the
Agreement (which exceptions shall be substantially similar to those in the
Pre-Petition Credit Agreement, with such modifications as the Agent shall
reasonably require and shall include baskets for indebtedness to be
incurred by subsidiaries of the Borrower);

(f) Make Capital Expenditures (to be defined in a manner satisfactory
to the Agent) during the last half of the 2002 fiscal year in an aggregate
amount in excess of $37.0 million, during the first half of the 2003 fiscal
year in an aggregate amount in excess of $69.1 million or during the last
half of the 2003 fiscal year in an aggregate amount in excess of $92.0
million;

(g) Permit cumulative consolidated EBITDA for the Borrower and its
consolidated subsidiaries for each three-month period ending on the last
day of each fiscal month commencing with September 2002 through the
Maturity Date to be less than an amount that shall be mutually agreed upon
by the Borrower and the Agent and set forth in the Agreement. EBITDA shall
have the meaning set forth in the Pre-Petition Credit Agreement, provided
that it shall be calculated to exclude charges related to the restructuring
contemplated by the Plan, charges related to the closing of operations in
Rouen, France and Terni, Italy, and other non-recurring operational
restructuring charges in an aggregate amount not to exceed $25,000,000.

(h) Guaranty the obligations of others except as permitted by the
Agreement (including guaranties of the obligations of non-Guarantor
subsidiaries after the Petition Date in an aggregate amount not in excess
of $5,000,000);

(i) Make loans or investments except as permitted in the Agreement
(which exceptions shall be substantially similar to those in the
Pre-Petition Credit Agreement, with such modifications as the Agent shall
reasonably require);

(j) Directly or indirectly enter into or permit to exist any material
transaction with any of its Affiliates (to be defined in the manner set
forth in the Pre-Petition Credit Agreement, with such modifications as the
Agent shall reasonably require, but which will not include the Borrower and
its subsidiaries) except for (i) transactions that are entered into in the
ordinary course of Borrower's business in good faith and upon commercially
reasonable terms, and that are no less favorable to Borrower than would be
obtained in an arm's-length transaction with a non-Affiliate and (ii)
transactions described on a schedule reasonably satisfactory to the Agent
to be annexed to the Agreement;

(k) Declare or make any dividend or make any distribution on account
of capital stock (other than dividends and distributions from the
subsidiary Guarantors to the Borrower);

(l) Make payments in connection with operational restructuring in
excess of $20,000,000 in the aggregate (subject to increase based on net
recovery from scheduled asset sales);

(m) Modify or alter in any material manner the nature and type of its
business or the manner in which such business is conducted, except as
required by the Bankruptcy Code;

(n) Enter into interest rate swaps, caps or collar agreements or
similar arrangements ("Hedge Agreements") dealing with interest rates or
currency exchange rates or the exchange of nominal interest obligations,
other than non-speculative Hedge Agreements with a Lender in connection
with the Borrower's cash management (it being understood that the
Borrower's mark-to-market liability in respect of such Hedge Agreements
shall not exceed $5,000,000);

(o) Modify or alter in any material manner the Plan; and

(p) Such other negative covenants as may be mutually agreed upon by
the Agent and the Borrower.

B-10

Events of Default

Upon the occurrence and continuance of any of the following Events of
Default beyond the applicable grace period (if any) set forth below, the Agent
may take all or any of the following actions without further order of or
application to the Bankruptcy Court, provided that with respect to clause (iii)
below and the enforcement of liens or other remedies with respect to collateral
referred to in clause (v) below, the Agent shall provide the Borrower (with a
copy to counsel for the Official Creditors' Committee appointed in the Cases,
counsel for the administrative agent under the Pre-Petition Credit Agreement and
to the United States Trustee for the Southern District of New York) with five
(5) business days' prior written notice and provided, further, that upon receipt
of the notice referred to in the immediately preceding clause, the Borrower may
continue to make ordinary course disbursements from such account referred to in
clause (iii) below but may not withdraw or disburse any other amounts from such
account (in any hearing after the giving of the aforementioned notice, the only
issue that may be raised by any party in opposition thereto being whether, in
fact, an Event of Default has occurred and is continuing):

(i) declare the principal of and accrued interest on the
outstanding borrowings to be immediately due and payable;

(ii) terminate any further commitment to lend to the Borrower or to
issue Letters of Credit;

(iii) set-off any amounts held as cash collateral or in any
accounts maintained with JPMorgan Chase Bank;

(iv) require the Borrower upon demand to furnish immediate cash
collateral for Letters of Credit then outstanding in an amount equal to
102% of the outstanding amount of such Letters of Credit (to the extent
that the Borrower and the Guarantors fail to furnish such cash
collateral, the Agent may reserve cash collateral in such amount from
any amounts that are set off pursuant to clause (iii) above); and/or

(v) take any other action or exercise any other right or remedy
(including, without limitation, with respect to the liens in favor of
the Agent and the Lenders) permitted under the Agreement, or by
applicable law.

(a) Failure by the Borrower to pay (i) interest or fees when due and
such default shall continue for more than five business days or (ii)
principal when due (including, without limitation, on the Prepayment Date);

(b) Breach by the Borrower or any Guarantor of any of the negative
covenants described above;

(c) Breach by the Borrower or any Guarantor of any other covenant or
agreement contained in the Agreement and such breach shall continue
unremedied for more than thirty days;

(d) Failure by the Borrower to deliver a certified Borrowing Base
Certificate when due and such default shall continue unremedied for more
than three days;

(e) Any representation or warranty made by the Borrower or any
Guarantor shall prove to have been incorrect in any material respect when
made;

(f) Any of the Cases shall be dismissed or converted to a Chapter 7
Case; a Chapter 11 Trustee, a responsible officer or an examiner with
enlarged powers relating to the operation of the business of the Borrower
(powers beyond those set forth in Section 1106(a)(3) and (4) of the
Bankruptcy Code) shall be appointed in any of the Cases; or any other
superpriority Claim (other than the Carve-Out) which is pari passu with or
senior to the claims of the Agent and the Lenders shall be granted in any
of the Cases; or the Bankruptcy Court shall enter an order terminating the
use of cash collateral referred to in paragraph (a) of "Conditions of
Initial Extension of Credit" above;

(g) Other than as set forth under "Conditions to Priming and Use of
Cash Collateral" above (and other than payments authorized by the
Bankruptcy Court (i) in respect of accrued payroll and related expenses as
of the commencement of the Cases and (ii) in respect of certain critical
vendors and other

B-11

creditors, in each case to the extent authorized by one or more "first day"
orders reasonably satisfactory to the Agent), the Borrower or Holdings
shall make any payment (whether by way of adequate protection or otherwise)
of principal or interest or otherwise on account of any pre-petition
indebtedness or payables (including, without limitation, reclamation
claims);

(h) The Bankruptcy Court shall enter an order granting relief from the
automatic stay to the holder or holders of any security interest to permit
foreclosure (or the granting of a deed in lieu of foreclosure or the like)
on any assets of the Borrower or Holdings which have an aggregate value in
excess of $2,000,000;

(i) A Change of Control (to be defined in the Agreement) shall occur;

(j) Any material provision of the Agreement shall cease to be valid
and binding on the Borrower and the Guarantors, or the Borrower or any of
the Guarantors shall so assert in any pleading filed in any court;

(k) An order shall be entered reversing, amending, supplementing,
staying for a period in excess of 10 days, vacating or otherwise modifying
the Interim Order or the Final Order other than as consented to by the
Agent;

(l) Any judgment in excess of $2,000,000 as to any post-petition
obligation shall be rendered against the Borrower or any of the Guarantors
and the enforcement thereof shall not be stayed; or there shall be rendered
against the Borrower or any of the Guarantors a non-monetary judgment with
respect to a post-petition event which causes or would reasonably be
expected to cause a material adverse change or a material adverse effect on
the ability of the Borrower or any of the Guarantors to perform its
obligations under the Agreement;

(m) Certain ERISA-related and environment-related defaults;

(n) A plan of reorganization is filed by any Debtor that is materially
inconsistent with the Plan;

(o) The Lockup Agreement is terminated or ceases to be in full force
and effect for any reason; and

(p) Such other Events of Default (including with respect to
environmental laws) as may be mutually agreed upon by the Agent and the
Borrower.

Yield Protection and Increased Costs; Taxes

Standard yield protection and indemnification including capital adequacy
requirements will be incorporated that will satisfactorily compensate the
Lenders in the event that, after execution of the Agreement by the Lenders, any
changes in law, requirement, guideline or request of relevant authorities shall
increase costs, reduce payments or earnings, or increase capital requirements.

Costs and Expenses; Indemnification

All reasonable out-of-pocket costs and expenses of the Agent and JPMorgan
(including, without limitation, reasonable fees and disbursements of counsel and
of internal and third-party appraisers and consultants advising the Agent and
JPMorgan, internally allocated charges and expenses relating to the Agent's
initial and ongoing Borrowing Base examinations, expenses in connection with
periodic field examinations and appraisals, the monthly and other monitoring of
assets, syndication, enforcement of rights and other miscellaneous
disbursements) shall be payable by the Borrower on demand whether or not the
transactions contemplated hereby are consummated. The Borrower and the
Guarantors shall indemnify the Agent, JPMorgan and the Lenders against any
liability arising in connection with the transactions contemplated hereby (other
than in the case of the gross negligence or willful misconduct of, or material
breach of its obligations by, any indemnified person).

B-12

Assignments and Participations

Agreement and Notes to be assignable by each of the Lenders to Eligible
Assignees (to be defined in the Agreement) subject to a minimum amount (unless
otherwise agreed to by the Agent) of $1,000,000. Each assignment shall be
subject to the prior written consent of the Agent, such consent not to be
unreasonably withheld. The Agent will receive a processing and recordation fee
of $3,500 from each assignee with each assignment. Each assignment will be by
novation. Each Lender shall have the right to sell participations in its loans,
subject to customary voting limitations. Assignees and participants shall be
entitled to the benefit of the yield protection and increased cost provisions
referred to above, but only to the extent of the participating Lender's benefit
of such protections.

Voting

Required Lenders (defined to mean Lenders holding at least a majority of
the Commitments) except as to (x) an increase in the amount of the Commitment or
a release of any of the collateral, as to which the consent of a Super-Majority
of the Lenders (defined to mean Lenders including JPMorgan Chase Bank holding at
least 66 2/3% of the Commitments) will be required and (y) matters requiring
unanimity of all affected Lenders (the reduction of interest rates, the
extension of interest payment dates, the reduction of fees, the extension of the
maturity of the Borrower's obligations, the super-priority status of the
Borrower's and Holdings' obligations and the release of all or substantially all
of the collateral). The Agreement will provide that if the Borrower requests an
amendment which requires unanimous consent and such amendment is consented to by
a Super-Majority of the Lenders, then with the consent of the Borrower and such
Super-Majority, the Agreement may be amended to replace the Lender(s) which did
not consent to the amendment requested by the Borrower.

Agency

Usual and customary agency provisions satisfactory to the Agent and the
Documentation Agent.

Documentation

Satisfactory in form and substance to the Agent and the Borrower.

Governing Law

New York except as governed by the Bankruptcy Code.

B-13

EXHIBIT C TO LOCKUP AGREEMENT

VIASYSTEMS, INC.
CREDIT FACILITIES

SUMMARY OF TERMS AND CONDITIONS FOR
RESTRUCTURED CREDIT FACILITIES
(INCLUDING AN EXIT REVOLVING FACILITY)

I. PARTIES

Borrowers

Viasystems, Inc. (the "US Borrower"), Viasystems Canada Holdings, Inc. (the
"Canadian Borrower") and Print Service Holding N.V. ("Print Service"; the
Canadian Borrower and Print Service, collectively, the "Foreign Subsidiary
Borrowers"; the US Borrower and the Foreign Subsidiary Borrowers, collectively,
the "Borrowers").

Guarantors

The obligations of the US Borrower and each Foreign Subsidiary Borrower
shall be guaranteed by Viasystems Group, Inc., the holding company parent of the
US Borrower ("Holdings"), each of its direct and indirect domestic subsidiaries
(other than the US Borrower) (the "Domestic Guarantors") and, subject to any
tax, statutory or contractual limitations, certain of its direct and indirect
foreign subsidiaries (the "Foreign Guarantors"; Holdings, the Domestic
Guarantors and the Foreign Guarantors, collectively, the "Guarantors"; the
Borrowers and the Guarantors, collectively, the "Loan Parties").

Exclusive Advisor, Sole Lead Arranger and Sole Bookrunner

J.P. Morgan Securities Inc. (in such capacity, the "Arranger").

Administrative Agent

JPMorgan Chase Bank ("JPMorgan Chase Bank" and, in such capacity, the
"Administrative Agent").

Lenders

The banks, financial institutions and other entities, including JPMorgan
Chase Bank (collectively, the "Lenders"), that are parties to (or, in the case
of HMTF (as defined below), participants under) the Credit Agreement, dated as
of March 29, 2000 (as amended, supplemented or otherwise modified from time to
time, the "Pre-Petition Credit Agreement"), among Holdings, the US Borrower, the
Foreign Subsidiary Borrowers parties thereto, the Lenders, J.P. Morgan Bank
Canada, as Canadian administrative agent, J.P. Morgan Europe Limited, as
multicurrency administrative agent, and JPMorgan Chase Bank, as administrative
agent. Pursuant to the restructuring set forth in the pre-arranged plan of
reorganization (the "Plan") that will be filed by Holdings and the US Borrower
in connection with the bankruptcy cases (the "Cases") which will be filed by
Holdings and the US Borrower under Chapter 11 of the Bankruptcy Code,
indebtedness under the Pre-Petition Credit Agreement will be converted into
Tranche B Term Loans (as defined below), provided that any Lender that chooses
to participate in the Exit Revolving Facility described below will receive, in
lieu of an equivalent amount of Tranche B Term Loans that it would have
otherwise received, an amount of Tranche A Term Loans (as defined below) equal
to the lesser of (i) 150% of its commitment under the Exit Revolving Facility
and (ii) the amount of indebtedness under the Pre-Petition Credit Agreement that
it holds (that is not otherwise being converted into equity of Holdings).

C-1

II. TYPES AND AMOUNTS OF CREDIT FACILITIES

A. TRANCHE A TERM FACILITY

Type and Amount

Term loan facility (the "Tranche A Term Facility") in an aggregate amount
determined as set forth above (the loans thereunder, the "Tranche A Term
Loans").

Availability

The Tranche A Term Loans shall be deemed made on the Closing Date (as
defined below).

Maturity

To be determined, based on the aggregate amount of the Tranche A Term
Facility and the amortization schedule set forth below.

Purpose

The Tranche A Term Loans shall be used to re-finance the outstanding amount
of the obligations of the Borrowers under the Pre-Petition Credit Agreement.

B. TRANCHE B TERM FACILITY

Type and Amount

Term loan facility (the "Tranche B Term Facility"; together with the
Tranche A Term Facility, the "Term Facilities") in an aggregate amount equal to
the amount of indebtedness under the Pre-Petition Credit Agreement less the
amount of such indebtedness converted into equity of the US Borrower and Tranche
A Term Loans (the loans thereunder, the "Tranche B Term Loans"; together with
the Tranche A Term Loans, the "Term Loans").

Availability

The Tranche B Term Loans shall be deemed made on the Closing Date.

Maturity

September 30, 2008.

Amortization of Tranche A Term Facility and Tranche B Term Facility

The Tranche A Term Loans and the Tranche B Term Loans shall be repayable in
quarterly installments in an aggregate amount as set forth below. Until the
Tranche A Term Loans have been repaid in full, the amount of each such quarterly
installment applied to the repayment of the Tranche B Term Loans shall be
$250,000. In the quarter in which the Term Loan A Facility is paid in full, the
Term Loan B Facility

C-2

amortization shall be $250,000 plus the amount by which the amount that would
otherwise be allocated to the Term Loan A Facility exceeds the outstanding
amount of such Term Loan A Facility at such time.

<Table>
<Caption>
DATE AMOUNT
- ---- ------

March 31, 2003.............................................. $ 7,500,000
June 30, 2003............................................... $ 500,000
September 30, 2003.......................................... $ 7,500,000
December 31, 2003........................................... $ 500,000
March 31, 2004.............................................. $10,000,000
June 30, 2004............................................... $ 500,000
September 30, 2004.......................................... $10,000,000
December 31, 2004........................................... $ 500,000
March 31, 2005.............................................. $15,000,000
June 30, 2005............................................... $ 500,000
September 30, 2005.......................................... $15,000,000
December 31, 2005........................................... $ 500,000
March 31, 2006.............................................. $15,250,000
June 30, 2006............................................... $ 250,000
September 30, 2006.......................................... $15,250,000
December 31, 2006........................................... $ 250,000
March 31, 2007.............................................. $15,250,000
June 30, 2007............................................... $ 250,000
September 30, 2007.......................................... $15,250,000
December 31, 2007........................................... $ 250,000
March 31, 2008.............................................. $17,750,000
June 30, 2008............................................... $ 250,000
September 30, 2008................................. All remaining amounts
</Table>

Purpose

The Tranche B Term Loans shall be used to re-finance the outstanding amount
of the obligations of the Borrowers under the Pre-Petition Credit Agreement.

C. EXIT REVOLVING FACILITY

Type and Amount

Five-year revolving credit facility (the "Revolving Facility"; together
with the Term Facilities, the "Credit Facilities") in an amount of up to
$61,850,000(1) for the US Borrower (the loans thereunder, the "Revolving
Loans"). The US Borrower shall have the right to request an increase of the
Revolving Facility commitments up to the Maximum Amount (the "Facility
Increase"), provided that such Facility Increase will only become effective if
existing or new Lenders agree to participate in such Facility Increase. The US
Borrower shall have the right to offer such Facility Increase to (x) the
existing Lenders, and each existing Lender will have the right to commit to all
or a portion of the proposed increase, (y) third party financial institutions
acceptable to the Administrative Agent or (z) affiliates of HMTF or GSC Partners
("GSC"). The

- ---------------

1 The maximum amount of the Revolving Facility (such amount, as adjusted in
accordance with clause (iii) of Mandatory Prepayments and Commitment
Reductions below, the "Maximum Amount") shall be limited to $50,000,000,
provided that the Maximum Amount will be increased over $50,000,000, up to
$61,850,000, by $0.50 for each $1.00 of outstanding loans under the
Pre-Petition Credit Agreement held by affiliates of Hicks, Muse, Tate & Furst
Incorporated ("HMTF") that are converted to common stock of Holdings.
C-3

existing Lenders or third parties agreeing to such Facility Increase shall
execute and deliver such joinder documents or other documents as may be
reasonably required by the Administrative Agent to effect such Facility
Increase. Upon the effectiveness of the Facility Increase, the pro rata shares
of each Lender under the Revolving Facility shall be automatically adjusted to
reflect the percentage of the commitment of each Lender (including any new
Lender) in respect of the commitments of all Lenders (including any new
Lenders).

Letters of Credit

A portion of the Revolving Facility not in excess of $15,000,000 shall be
available for the issuance of letters of credit (the "Letters of Credit") by
JPMorgan Chase Bank (in such capacity, the "Issuing Lender"). No Letter of
Credit shall have an expiration date after the earlier of (a) one year after the
date of issuance and (b) five business days prior to the Revolving Termination
Date (as defined below), provided that any Letter of Credit with a one-year
tenor may provide for the renewal thereof for additional one-year periods (which
shall in no event extend beyond the date referred to in clause (b) above).

Drawings under any Letter of Credit shall be reimbursed by the US Borrower
(whether with its own funds or with the proceeds of Revolving Loans) on the
business day following the date of draw. To the extent that the US Borrower does
not so reimburse the Issuing Lender, the Lenders under the Revolving Facility
shall be irrevocably and unconditionally obligated to reimburse the Issuing
Lender on a pro rata basis.

Certain outstanding letters of credit issued under the Pre-Petition Credit
Agreement (the "Assumed Letters of Credit"), in an aggregate face amount not in
excess of $12,500,000, will be deemed issued and outstanding letters of credit
under the Credit Facilities but shall not reduce the amount otherwise available
for Revolving Loans or the issuance of letter of credit under the Revolving
Facility. In the event of a drawing under any Assumed Letter of Credit, the
Lenders under the Tranche B Term Facility shall be irrevocably and
unconditionally obligated to reimburse the issuer of such Assumed Letter of
Credit on a pro rata basis, and the amount of such reimbursement shall be deemed
a Tranche B Term Loan to be repaid on September 30, 2008. In addition,
outstanding letters of credit issued under the DIP Facility (as defined below)
will be deemed issued and outstanding Letters of Credit under the Revolving
Facility, but will reduce availability under the Revolving Facility.

Availability

The Revolving Facility shall, subject to the Domestic Asset Coverage Test
set forth below, be available on a revolving basis during the period commencing
on the Closing Date and ending on the fifth anniversary thereof (the "Revolving
Termination Date").

Maturity

The Revolving Termination Date.

Purpose

The proceeds of the Revolving Loans shall be used to refinance the credit
facility (the "DIP Facility") entered into by the US Borrower during the
pendency of the Cases and for general corporate purposes (including to finance
the working capital needs) of the Borrowers and their respective subsidiaries.

Domestic Asset Coverage Test

It shall be a condition to availability under the Revolving Facility that
the ratio of (i) the aggregate net book value of accounts receivable and
inventory of the US Borrower and its domestic subsidiaries (less the aggregate
net book value of such accounts receivable and inventory relating to the US
Borrower's San Jose facility) to (ii) the aggregate amount of extensions of
credit under the Revolving Facility, exceeds 1.15:1.0 (the "Domestic Asset
Coverage Test").

C-4

III. CERTAIN PAYMENT PROVISIONS

Fees and Interest Rates

As set forth on Annex I.

Optional Prepayments and Commitment Reductions

Loans may be prepaid and commitments may be reduced by the specified
Borrower in a minimum amount equal to $500,000 and integral multiples of
$100,000 in excess thereof, provided that so long as any Term Loans are
outstanding, the commitments under the Revolving Facility shall not be reduced.
Optional prepayments of the Term Loans shall be applied, first, to the
prepayment of the Tranche A Term Loans, and, second, to the prepayment of the
Tranche B Term Loans. Each such prepayment of the Term Loans shall be applied,
first, to the next four installments thereof, and, second, to the installments
thereof ratably in accordance with the then outstanding amounts thereof, and may
not be reborrowed.

Mandatory Prepayments and Commitment Reductions

The following amounts shall be applied to prepay the Term Loans and reduce
the Revolving Facility:

(i) 75% of the net proceeds of any sale or issuance of equity (other
than equity of Holdings purchased by management in connection with
incentive plans and common equity infusions from existing equity holders
and their respective affiliates) after the Closing Date by Holdings or any
of its subsidiaries;

(ii) 100% of the net proceeds of any incurrence of certain
indebtedness to be agreed after the Closing Date by Holdings or any of its
subsidiaries; and

(iii) 100% of the net proceeds of any sale or other disposition
(including as a result of casualty or condemnation) by Holdings or any of
its subsidiaries of any material assets (except for the sale of inventory
or obsolete or worn-out property in the ordinary course of business,
certain other scheduled asset sales and certain other dispositions to be
agreed on), provided, however, that Holdings and such subsidiaries may
retain for use as working capital or otherwise the proceeds of the sale of
the US Borrower's facility in Richmond, Virginia to the extent that the
aggregate commitments of Lenders in respect of the Revolving Facility are
less than the Maximum Amount so long as the aggregate amount of such
retained proceeds does not exceed the difference between the aggregate
amount of such commitments and the Maximum Amount, provided, further, that
the aggregate amount of such retained proceeds shall reduce the Maximum
Amount.

(iv) an amount equal to the lesser of (A) 75% of excess cash flow (to
be defined in a mutually satisfactory manner) for each fiscal year of
Holdings (commencing with the first full fiscal year ended following the
fiscal year in which the Closing Date occurs) and (B) the amount of cash
and cash equivalents on hand at Holdings and its subsidiaries as at
December 31 of each such fiscal year in excess of $87,500,000.

All such amounts shall be applied, first, to the prepayment of the
Tranche A Term Loans, second, to the prepayment of the Tranche B Term
Loans, third, to the cash collateralization of the Assumed Letters of
Credit, and, fourth, to the permanent reduction of the Revolving Facility.
Each such prepayment of the Term Loans shall be applied to the installments
thereof ratably in accordance with the then outstanding amounts thereof and
may not be reborrowed. The Revolving Loans shall be prepaid and the Letters
of Credit shall be cash collateralized or replaced to the extent such
extensions of credit exceed the amount of the Revolving Facility.

IV. COLLATERAL

The obligations of the US Borrower and each Domestic Guarantor in respect
of the Credit Facilities shall be secured by a perfected first priority security
interest in all of its tangible and intangible assets (including, without
limitation, intellectual property, fee owned real property, all of the capital
stock of the US Borrower and each of its direct and indirect domestic
subsidiaries, 65% of the capital stock of direct foreign subsidiaries

C-5

of any such Loan Party (other than Viasystems Luxembourg S.a.r.l.) and 100% of
the capital stock of Viasystems Luxembourg S.a.r.l.), except for those assets as
to which the Administrative Agent shall determine in its sole discretion that
the costs of obtaining such a security interest are excessive in relation to the
value of the security to be afforded thereby.

In addition, the obligations of each Foreign Subsidiary Borrower and
Foreign Guarantor in respect of the Credit Facilities shall be secured by a
perfected first priority security interest in all of its tangible and intangible
assets (including, without limitation, intellectual property, fee owned real
property, all of the capital stock of such Foreign Subsidiary Borrowers not
otherwise pledged pursuant to the foregoing paragraph and each of its direct and
indirect subsidiaries), except for those assets as to which the Administrative
Agent shall determine in its sole discretion that the costs of obtaining such a
security interest are excessive in relation to the value of the security to be
afforded thereby.

The liens securing the Revolving Facility shall have priority over the
liens securing the Tranche A Term Facility and the Tranche B Term Facility.

V. CERTAIN CONDITIONS

Initial Conditions

The availability of the Credit Facilities shall be conditioned upon
satisfaction of, among other things, the following conditions precedent (the
date upon which all such conditions shall be satisfied, the "Closing Date") on
or before January 31, 2003:

(a) Each Loan Party shall have executed and delivered satisfactory
definitive financing documentation with respect to the Credit Facilities
(the "Credit Documentation").

(b) Indebtedness under the Pre-petition Credit Agreement shall have
been reduced by at least $50,000,000 in aggregate principal amount by (i)
the conversion of such indebtedness held by HMTF, other holders of Senior
Subordinated Indebtedness (as defined in the Pre-Petition Credit Agreement)
and TCW Shared Opportunity Fund III, L.P. into preferred stock of Holdings,
and (ii) receipt by Holdings of cash in connection with a rights offering
of Holdings' preferred stock to HMTF and such holders of Senior
Subordinated Indebtedness, and the net proceeds thereof having been
contributed to the US Borrower as a capital contribution in order to
immediately prepay indebtedness under the Pre-Petition Credit Agreement, in
each case on reasonably satisfactory terms and conditions.

(c) (i) All outstanding Senior Subordinated Indebtedness shall have
been converted into common stock of Holdings, (ii) all outstanding Investor
Loans (as defined in the Pre-Petition Credit Agreement) shall have been
converted into common stock and junior preferred stock of Holdings, (iii)
there shall not have been any cash payment on account of any junior
securities of Holdings or its subsidiaries, or on account of the US
Borrower's obligations to DTI, after the date hereof and prior to or upon
consummation of the Plan; and (iv) Holdings and its subsidiaries shall not
have any outstanding any class of securities that provides for any payment
in cash (whether by dividend, interest or otherwise) prior to the repayment
in full of the Credit Facilities.

(d) The Lenders, the Administrative Agent and the Arranger shall have
received all fees required to be paid, and all expenses for which invoices
have been presented, on or before the Closing Date.

(e) The Bankruptcy Court having jurisdiction over the Cases shall have
entered an order (the "Confirmation Order") confirming the Plan and
authorizing the Loan Parties to enter into and consummate the Credit
Facilities. The Plan, all modifications thereof, the Confirmation Order and
all legal matters pertaining to the Loan Parties and their respective
subsidiaries under the Plan and its confirmation and consummation shall be
satisfactory to the Administrative Agent in its reasonable discretion. The
Confirmation Order shall be a final, non-appealable order and shall not
have been stayed, reversed, vacated or materially modified without the
Administrative Agent's reasonable consent. All governmental and third party
approvals necessary or, in the discretion of the Administrative Agent,

C-6

advisable in connection with the Credit Facilities and the continuing
operations of the Borrowers and their respective subsidiaries shall have
been obtained and be in full force and effect.

(f) The Plan, including the transactions contemplated thereby, shall
have been consummated, and all amounts under the DIP Facility shall have
been repaid and the commitments thereunder shall have been terminated.

(g) The US Borrower shall have delivered satisfactory unaudited
interim consolidated financial statements of the US Borrower for each
quarterly period ended subsequent to June 30, 2002 as to which such
financial statements are available.

(h) The US Borrower shall have delivered a satisfactory pro forma
consolidated balance sheet of the US Borrower as at the date of the most
recent consolidated balance sheet delivered pursuant to the preceding
paragraph, adjusted to give effect to the consummation of the Plan and the
financings contemplated hereby as if such transactions had occurred on such
date.

(i) The US Borrower shall have delivered (as part of the disclosure
statement filed in connection with the Cases or otherwise) satisfactory
projections through the 2007 fiscal year.

(j) The Administrative Agent shall have received such legal opinions
(including opinions (i) from counsel to Holdings, the US Borrower and its
subsidiaries and (ii) from such special and local counsel as may be
required by the Administrative Agent), documents and other instruments as
are customary for transactions of this type or as they may reasonably
request.

On-Going Conditions

The making of each extension of credit shall be conditioned upon (a) the
accuracy of all representations and warranties in the Credit Documentation
(including, without limitation, the material adverse change and litigation
representations), (b) there being no default or event of default in existence at
the time of, or after giving effect to the making of, such extension of credit,
(c) compliance with the Domestic Asset Coverage Test at the time of, and after
giving effect to the making of, such extension of credit and (d) in the case of
the making of a Revolving Loan, the US Borrower and its subsidiaries having less
than $20,000,000 in cash and cash equivalents at the time of, or after giving
effect to the making of, such extension of credit and the disbursement of the
proceeds thereof. As used herein and in the Credit Documentation a "material
adverse change" shall mean any event, development or circumstance that has had
or could reasonably be expected to have a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or prospects
of Holdings and its subsidiaries taken as a whole or (b) the validity or
enforceability of any of the Credit Documentation or the rights and remedies of
the Administrative Agent and the Lenders thereunder.

VI. CERTAIN DOCUMENTATION MATTERS

The Credit Documentation shall contain representations, warranties,
covenants and events of default substantially comparable to those contained in
the Pre-Petition Credit Agreement (except as otherwise described in Annex II)
and other terms deemed appropriate by the Lenders, including, without
limitation:

Representations and Warranties

Financial statements (including pro forma financial statements); absence of
undisclosed liabilities; no material adverse change; corporate existence;
compliance with law; corporate power and authority; enforceability of Credit
Documentation; no conflict with law or contractual obligations; no material
litigation; no default; ownership of property; liens; intellectual property;
taxes; Federal Reserve Representations and regulations; ERISA; Investment
Company Act; subsidiaries; environmental matters; accuracy of disclosure;
Warranties: creation and perfection of security interests; solvency; and
insurance.

C-7

Affirmative Covenants

Delivery of financial statements, reports, accountants' letters,
projections, cash flow forecasts, officers' certificates and other information
requested by the Lenders; payment of other obligations; continuation of business
and maintenance of existence and material rights and privileges; maintenance of
property and insurance; maintenance of books and records; right of the Lenders
to inspect property and books and records; notices of defaults, litigation and
other material events; compliance with environmental laws; further assurances
(including, without limitation, with respect to security interests in
after-acquired property); and use of proceeds.

Financial Covenants

Financial covenants as follows: minimum EBITDA, minimum interest coverage,
maximum total leverage, maximum capital expenditures (in each case with levels
as set forth on Annex III), and minimum asset coverage (in accordance with the
Domestic Asset Coverage Test set forth above).

EBITDA shall be calculated to exclude charges related to the restructuring
contemplated by the Plan, charges related to the closing of operations in Rouen,
France and Terni, Italy, and other non-recurring operational restructuring
charges in an aggregate amount not to exceed $25,000,000 through the 2003 fiscal
year.

Negative Covenants

Limitations on: indebtedness (including guarantee obligations); liens;
mergers, consolidations, liquidations and dissolutions; sales of assets;
dividends and other payments in respect of capital stock; investments, loans and
advances; payments and modifications of debt instruments; transactions with
affiliates; sale and leasebacks; changes in fiscal year; negative pledge clauses
and clauses restricting subsidiary distributions; changes in lines of business;
changes in passive holding company status of Holdings; payments in connection
with operational restructuring (not to exceed $20,000,000 in the aggregate,
subject to increase based on net recovery from scheduled asset sales); and
interest rate swaps, caps or collar agreements or similar arrangements ("Hedge
Agreements"), other than non-speculative Hedge Agreements with Lenders in
connection with the US Borrower's cash management (it being understood that the
US Borrower's mark-to-market liability in respect of such Hedge Agreements shall
not exceed $5,000,000).

Events of Default

Nonpayment of principal when due; nonpayment of interest, fees or other
amounts after a grace period to be agreed upon; material inaccuracy of
representations and warranties; violation of covenants (subject, in the case of
certain affirmative covenants, to a grace period to be agreed upon);
cross-default; bankruptcy events; certain ERISA events; material judgments;
assertion by any Borrower or Guarantor of the invalidity, or the actual
invalidity, of any guarantee or security document or security interest; and a
change of control.

Voting

Amendments and waivers with respect to the Credit Documentation shall
require the approval of both (I) Lenders holding not less than a majority of the
sum of the aggregate amount of the Term Loans and the aggregate amount of the
commitments under the Revolving Facility and (II) except in the case of certain
matters affecting only the Term Loans, Lenders holding not less than a majority
of the aggregate amount of the commitments under the Revolving Facility, except
that (a) the consent of each Lender directly affected thereby shall be required
with respect to (i) reductions in the amount or extensions of the scheduled date
of amortization or final maturity of any Loan, (ii) reductions in the rate of
interest or any fee or extensions of any due date thereof and (iii) increases in
the amount or extensions of the expiry date of any Lender's commitment and (b)
the consent of 100% of the Lenders shall be required with respect to (i)
reductions of any of the voting percentages and (ii) releases of all or
substantially all of the Guarantors or all or substantially all of the
collateral. In addition, "class" voting requirements will apply to modifications
affecting certain payment matters. For the purposes of clauses (I) and (II)
above (but not (a) and (b) above), HMTF, GSC,
C-8

Trust Company of the West and any Lender providing any Facility Increase (if
such Lender or an affiliate thereof is a holder of the common stock of
Holdings), and their respective affiliates, shall be deemed not to hold any
commitment under the Revolving Facility, and HMTF and its affiliates shall be
deemed not to hold any Term Loans.

Assignments and Participations

The Lenders shall be permitted to assign and sell participations in their
Loans and commitments, subject, in the case of assignments (other than, subject
to certain exceptions, to another Lender, to an affiliate of a Lender or to an
affiliate of HMTF), to the consent of the Administrative Agent (which consent in
each case shall not be unreasonably withheld). Non-pro rata assignments shall be
permitted. In the case of partial assignments (other than to another Lender or
to an affiliate of a Lender or to an affiliate of HMTF), the minimum assignment
amount shall be $2,500,000, unless otherwise agreed by the Administrative Agent.
Participants shall have the same benefits as the Lenders with respect to yield
protection and increased cost provisions. Voting rights of participants shall be
limited to certain matters with respect to which the affirmative vote of the
Lender from which it purchased its participation would be required as described
under "Voting" above. Pledges of Loans in accordance with applicable law shall
be permitted without restriction.

Yield Protection

The Credit Documentation shall contain customary provisions (a) protecting
the Lenders against increased costs or loss of yield resulting from changes in
reserve, tax, capital adequacy and other requirements of law and from the
imposition of or changes in withholding or other taxes and (b) indemnifying the
Lenders for "breakage costs" incurred in connection with, among other things,
any prepayment of a Eurodollar Loan (as defined in Annex I) on a day other than
the last day of an interest period with respect thereto.

Expenses and Indemnification

The US Borrower shall pay (a) all reasonable out-of-pocket expenses of the
Administrative Agent and the Arranger associated with the syndication of the
Credit Facilities and the preparation, execution, delivery and administration of
the Credit Documentation and any amendment or waiver with respect thereto
(including the reasonable fees, disbursements and other charges of counsel to
the Agent) and (b) all out-of-pocket expenses of the Administrative Agent and
the Lenders (including the fees, disbursements and other charges of counsel to
the Agent) in connection with the enforcement of the Credit Documentation.

The Administrative Agent, the Arranger and the Lenders (and their
affiliates and their respective officers, directors, employees, advisors and
agents) will have no liability for, and will be indemnified and held harmless
against, any losses, claims, damages, liabilities or expenses incurred in
respect of the financing contemplated hereby or the use or the proposed use of
proceeds thereof, except to the extent they are found by a final, non-appealable
judgment of a court to arise from the gross negligence or willful misconduct of,
or material breach of its obligations by, the indemnified party.

Governing Law and Forum

State of New York.

Counsel to the Administrative Agent and the Arranger

Simpson Thacher & Bartlett.

C-9

ANNEX I
INTEREST AND CERTAIN FEES

Interest Rate Options

The specified Borrower may elect that the Loans comprising each borrowing
bear interest at a rate per annum equal to (i) the ABR plus the Applicable
Margin or (ii) the Eurodollar Rate plus the Applicable Margin.

As used herein:

"ABR" means the highest of (i) the rate of interest publicly announced by
JPMorgan Chase Bank as its prime rate in effect at its principal office in New
York City (the "Prime Rate"), (ii) the secondary market rate for three-month
certificates of deposit (adjusted for statutory reserve requirements) plus 1%
and (iii) the federal funds effective rate from time to time plus 0.5%.

"Applicable Margin" means (a) with respect to Revolving Loans, (i) 2.25% in
the case of ABR Loans and (ii) 3.25% in the case of Eurodollar Loans, (b) with
respect to Tranche A Term Loans (i) 2.50%, in the case of ABR Loans and (ii)
3.50%, in the case of Eurodollar Loans and (c) with respect to Tranche B Term
Loans (i) 3.00%, in the case of ABR Loans and (ii) 4.00%, in the case of
Eurodollar Loans.

"Eurodollar Rate" means the rate (adjusted for statutory reserve
requirements for eurocurrency liabilities) for eurodollar deposits for a period
equal to one, two, three or six months or, to the extent available to all
Lenders, nine or twelve months (as selected by the specified Borrower) appearing
on Page 3750 of the Telerate screen.

Interest Payment Dates

In the case of Loans bearing interest based upon the ABR ("ABR Loans"),
quarterly in arrears.

In the case of Loans bearing interest based upon the Eurodollar Rate
("Eurodollar Loans"), on the last day of each relevant interest period and, in
the case of any interest period longer than three months, on each successive
date three months after the first day of such interest period.

Upfront Fees

On the Closing Date, the US Borrower shall pay an upfront fee to the
Lenders under the Revolving Facility in an amount equal to 0.50% of the
aggregate commitments under the Revolving Facility.

Commitment Fees

The US Borrower shall pay a commitment fee calculated at a rate per annum
equal to 0.50% on the average daily unused portion of the Revolving Facility,
payable quarterly in arrears.

Letter of Credit Fees

The specified Borrower shall pay a fee on all outstanding Letters of Credit
(other than the Assumed Letters of Credit) at a per annum rate equal to the
Applicable Margin then in effect with respect to Eurodollar Loans under the
Revolving Facility on the face amount of each such Letter of Credit. Such fee
shall be shared ratably among the Lenders participating in the Revolving
Facility and shall be payable quarterly in arrears. The US Borrower shall pay a
fee on all outstanding Assumed Letters of Credit at a per annum rate equal to
the Applicable Margin then in effect with respect to Eurodollar Loans under the
Tranche B Term Facility. Such fee shall be shared ratably among the Lenders
participating in the Tranche B Term Facility and shall be payable quarterly in
arrears.

I-1

A fronting fee equal to 1/8 of 1% per annum on the face amount of each
Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for
its own account. In addition, customary administrative, issuance, amendment,
payment and negotiation charges shall be payable to the Issuing Lender for its
own account.

Default Rate

At any time when any Borrower is in default in the payment of any amount of
principal due under the Credit Facilities, such amount shall bear interest at 2%
above the rate otherwise applicable thereto. Overdue interest, fees and other
amounts shall bear interest at 2% above the rate applicable to ABR Loans.

Rate and Fee Basis

All per annum rates shall be calculated on the basis of a year of 360 days
(or 365/366 days, in the case of ABR Loans the interest rate payable on which is
then based on the Prime Rate) for actual days elapsed.

I-2

ANNEX II

REVISIONS TO PRE-PETITION CREDIT AGREEMENT

<Table>
<Caption>
- --------------------------------------------------------------------------------------------
PROVISION IN PRE-PETITION CREDIT AGREEMENT REVISION
- --------------------------------------------------------------------------------------------

"Affiliate" definition uses 51% threshold. To be reduced to 20%.
- --------------------------------------------------------------------------------------------

Section 7.2. Optional prepayments are Optional prepayments to be applied first to
applied to the Term Loans (and the Tranche A Term Loans and then to Tranche B
installments thereof) as directed by the US Term Loans, in each case to the next four
Borrower. installments thereof, then ratably based on
remaining number of payments.
- --------------------------------------------------------------------------------------------

Section 7.3. Currently no mandatory Add mandatory prepayments from the $25
prepayments from asset sales other than million per annum asset sale basket (other
receivables financings and no equity than asset sale proceeds from (i) individual
proceeds. sales of equipment of less than $1 million
(up to $10 million per year in the aggregate
Mandatory prepayments are applied to the for such equipment sales) if reinvested in
Term Loans (and the installments thereof) useful assets within time periods to be
first to the next two installments negotiated, (ii) certain scheduled asset
(semi-annual) and then ratably. sales and (iii) the sale of the US
Borrower's facility in Richmond, Virginia)
in excess of $2 million in proceeds per
year.
Add a mandatory prepayment from 75% of net
proceeds from equity, other than equity of
Holdings purchased by management in
connection with incentive plans and common
equity infusions from existing equity
holders and their respective affiliates.
Mandatory prepayments to be applied first
Tranche B Term Loans, in each case to the to
Tranche A Term Loans and then to
installments thereof ratably based on
outstanding amounts thereof.
After Tranche A Term Loans and Tranche B
Term Loans are paid in full, Revolving
Facility commitments are permanently reduced
by the amount of any subsequent prepayment
events.
- --------------------------------------------------------------------------------------------

Section 12.10. $5 million threshold for Reduce to $1 million, provided that the
real estate collateral. Administrative Agent can except properties
if the cost of taking a security interest
(including applicable mortgage, stamp,
recording and similar taxes) are excessive
in relation to the value.
- --------------------------------------------------------------------------------------------

Section 13.2(b). Intercompany Foreign Reduce to $25 million.
Subsidiary debt permitted up to $50
million.
- --------------------------------------------------------------------------------------------

Section 13.2(e). Purchase money/financing Combine with Section 13.2(l) (assumed debt)
lease indebtedness permitted up to $37.5 and 13.2(o) (Governmental Authority debt) to
million. permit purchase money/financing
lease/assumed/ Governmental Authority
indebtedness up to $25 million.
- --------------------------------------------------------------------------------------------
</Table>

II-1

Section 13.2(j). Third party debt permitted Reduce to $10 million.
up to $37.5 million.
- --------------------------------------------------------------------------------------------

Section 13.2(l). Assumed debt permitted up Eliminate as a separate exception (see
to $37.5 million. Section 13.2(e) above).
- --------------------------------------------------------------------------------------------

Section 13.2(m). Foreign overdraft Reduce to $20 million.
facilities permitted up to $25 million.
- --------------------------------------------------------------------------------------------

Section 13.2(n). Subordinated debt of Permitted only if net proceeds are applied
Holdings and the US Borrower permitted for to reduce bank debt.
various purposes.
- --------------------------------------------------------------------------------------------

Section 13.2(o). Debt associated with Eliminate as a separate exception (see
agreements with Governmental Authorities Section 13.2(e) above).
permitted up to $50 million.
- --------------------------------------------------------------------------------------------

Section 13.3(h). Purchase money/financing Reduce to $25 million, but include
leases/assumed liens permitted up to $57.5 Indebtedness with Governmental Authorities.
million.
- --------------------------------------------------------------------------------------------

Section 13.3(o). Liens permitted up to $75 Reduce to $10 million.
million (not more than $37.5 million can be
domestic).
- --------------------------------------------------------------------------------------------

Section 13.6(d). Asset sales permitted up See Section 7.3(e) above.
to $25 million per annum. Proceeds are not
applied to bank debt.
- --------------------------------------------------------------------------------------------

Section 13.6(i). Receivables financings Eliminate (i.e. Required Lender consent will
permitted if approved by the Administrative be required).
Agent. Proceeds are applied to bank debt.
- --------------------------------------------------------------------------------------------

Section 13.7(f). Restricted Payments up to Eliminate.
$7.5 million permitted after financials for
FY 2002 are received.
- --------------------------------------------------------------------------------------------

Section 13.8(a). 100% of unused Capital Carryover for next six months only.
Expenditures in any year may be carried
over to the next year.
Also the basket may be increased by 110% of Eliminate 110% acquisition increase.
the Capital Expenditures made by any
acquired entity in the year prior to the
acquisition.
- --------------------------------------------------------------------------------------------

Section 13.8(b). In addition to the basket Eliminate with respect to Excess Cash Flow.
amount, Capital Expenditures may be made
with asset sale proceeds and Excess Cash
Flow to the extent not required to reduce
the bank debt and with the proceeds of
Holdings' stock.
- --------------------------------------------------------------------------------------------
</Table>

II-2

Section 13.9(c). Investments in persons Domestic investments limited to $5 million;
that become guarantors permitted with no foreign investments limited to $5 million.
dollar limit and investments in Foreign In addition, (i) intercompany investments in
Subsidiaries permitted up to $50 million, domestic guarantors will be permitted, (ii)
provided, that in each case (i) the US an unlimited amount of investments among the
Borrower complies with the leverage credit parties (subject to certain
covenant in effect prior to the First exceptions relating to foreign credit
Amendment and (ii) at least $50 million of parties) will be permitted, (iii) an
Revolving Credit Commitments remain unlimited amount of investments among the
available. non-credit parties will be permitted, (iv)
an unlimited amount of investments from a
non-credit party to a credit party (which
shall be subordinated in the case of any
intercompany indebtedness) will be permitted
and (v) intercompany loans to foreign
Subsidiaries will be permitted under the $25
million debt basket described above. Clause
(v) above shall also be available for equity
investments, subject to the following
limitations: (a) if the total leverage ratio
is greater than 3.0:1.0, up to $5 million of
such equity investments may be made in order
to comply with statutory "thin
capitalization" requirements, and additional
equity investments may be made solely to
comply with such requirements with the
Administrative Agent's consent, and (b) if
the total leverage ratio is less than or
equal to 3.0:1.0, up to $10 million of such
equity investments may be used for any
purpose, and the remainder may be used to
comply with statutory "thin capitalization"
requirements or for any other purpose with
the Administrative Agent's consent.
- --------------------------------------------------------------------------------------------

Section 13.9(k). "Permitted Acquisitions" Permit acquisitions of up to $5 million per
permitted with no dollar limit, provided, year and, in addition, acquisitions from
that (i) the US Borrower complies with the customers in "outsourcing transactions" up
leverage covenant in effect prior to the to $10 million per year.
First Amendment and (ii) at least $50
million of Revolving Credit Commitments
remain available.
- --------------------------------------------------------------------------------------------

Section 13.9(m). Investments in Retained, but subject to pro forma covenant
Subsidiaries financed with stock of compliance (as in existing Sections
Holdings permitted with no limits 13.9(c)(ii), 13.9(j) and 13.9(k)).
Stock-financed investments in non-
Subsidiaries permitted up to $50 million
with no other limits.
- --------------------------------------------------------------------------------------------

Section 13.9. Next to last paragraph Eliminate with respect to asset sales
permits investments of any kind with asset (except as set forth above with respect to
sale proceeds and Excess Cash Flow to the Section 7.3) and Excess Cash Flow. Retained
extent not required to reduce the bank with respect to proceeds of condemnation and
debt. casualty.
- --------------------------------------------------------------------------------------------

Section 13.12. Permits permanent financing Require consummation within 180 days of the
of capital asset acquisitions through acquisition.
sale-leasebacks consummated within 360 days
of the acquisition.
- --------------------------------------------------------------------------------------------
</Table>

II-3

Section 13.19. Various thresholds for cash No more than $5 million of domestic cash can
accounts: (i) no more than $15 million of be outside a perfected account (provided
domestic cash can be outside our perfected that the US Borrower shall use reasonable
collateral package, (ii) no more than $30 best efforts to make all domestic accounts
million of foreign cash can be held with perfected accounts) and no more than $25
non-Lenders and (iii) no more than $40 million of cash held by Foreign Subsidiaries
million cash can be held by Foreign (whether or not with a Lender). Eliminate
Subsidiaries (whether or not with a clause (ii).
Lender).
- --------------------------------------------------------------------------------------------

Additional covenants. To include a limitation on swaps, hedges and
derivative transactions to be added,
provided that non-speculative interest rate
and/or currency hedging will be permitted so
long as the US Borrower's mark-to-market
liability in respect thereof blocks
availability under the Revolving Facility.
- --------------------------------------------------------------------------------------------

Section 17.6(c). US Borrower has consent US Borrower consent right eliminated.
right to assignments.
Minimum assignment amounts are $5 million Minimum assignment amount reduced to $2.5
($2.5 million for Tranche B Term Loans). million.
- --------------------------------------------------------------------------------------------
</Table>

II-4

ANNEX III

FINANCIAL COVENANTS

<Table>
<Caption>
MINIMUM MAXIMUM
CALENDAR INTEREST COVERAGE MAXIMUM TOTAL MINIMUM CAPITAL
QUARTER RATIO(1) LEVERAGE RATIO(1) EBITDA(1) EXPENDITURES(2)
- ----------- ----------------- ----------------- ------------ ---------------

2002 4th 2.00 to 1.00 7.50 to 1.00 $ 63,600,000 $ 37,000,000

2003 1st 2.75 to 1.00 5.50 to 1.00 $ 84,100,000
2nd 3.25 to 1.00 4.75 to 1.00 $ 98,800,000 $ 69,100,000
3rd 3.50 to 1.00 4.25 to 1.00 $107,100,000
4th 3.50 to 1.00 4.25 to 1.00 $110,000,000 $ 92,000,000

2004 1st 3.75 to 1.00 3.75 to 1.00 $129,000,000
2nd 3.75 to 1.00 3.50 to 1.00 $134,100,000 $ 97,400,000
3rd 3.75 to 1.00 3.25 to 1.00 $139,000,000
4th 4.00 to 1.00 3.25 to 1.00 $144,300,000 $103,000,000

2005 1st 4.00 to 1.00 3.00 to 1.00 $152,900,000
2nd 4.00 to 1.00 3.00 to 1.00 $156,500,000 $107,400,000
3rd 4.25 to 1.00 2.75 to 1.00 $159,900,000
4th 4.25 to 1.00 2.50 to 1.00 $163,700,000 $112,000,000

2006 1st 4.25 to 1.00 2.50 to 1.00 $166,600,000
2nd 4.25 to 1.00 2.50 to 1.00 $169,700,000 $114,400,000
3rd 4.50 to 1.00 2.25 to 1.00 $172,700,000
4th 4.50 to 1.00 2.25 to 1.00 $175,900,000 $117,000,000

2007 1st 4.50 to 1.00 2.25 to 1.00 $178,000,000
2nd 4.50 to 1.00 2.00 to 1.00 $180,200,000 $117,000,000
3rd 4.75 to 1.00 2.00 to 1.00 $182,400,000
4th 4.75 to 1.00 2.00 to 1.00 $184,700,000 $117,000,000

2008 1st 5.00 to 1.00 1.75 to 1.00 $186,900,000
2nd 5.00 to 1.00 1.75 to 1.00 $189,200,000 $117,000,000
</Table>

- ---------------

(1) To be tested quarterly, with EBITDA calculated on a rolling four-quarter
basis.

(2) To be tested semi-annually, based on capital expenditures during each such
semi-annual period.

II-5

EXHIBIT D TO LOCKUP AGREEMENT

CONSENT

CONSENT, dated as of August 29, 2002 (this "Consent"), with respect to the
Credit Agreement, dated as of March 29, 2000, as amended by the First Amendment
dated as of April 23, 2001, the Second Amendment dated as of June 28, 2001, the
Third Amendment dated as of March 29, 2002, and the Fourth Amendment dated as of
May 29, 2002 (the "Credit Agreement"), among VIASYSTEMS GROUP, INC.
("Holdings"), VIASYSTEMS, INC. (the "US Borrower"), VIASYSTEMS CANADA HOLDINGS,
INC. (f/k/a VIASYSTEMS CANADA, INC.) (the "Canadian Borrower"), PRINT SERVICE
HOLDING N.V. ("Print Service" and together with the Canadian Borrower, the
"Foreign Subsidiary Borrowers"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), J.P. MORGAN BANK
CANADA, as Canadian administrative agent, J.P. MORGAN EUROPE LIMITED, as the
multicurrency administrative agent, and JPMORGAN CHASE BANK, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent").

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrowers;

WHEREAS, Holdings and the US Borrower desire to implement a restructuring
and reorganization of Holdings and the US Borrower by way of a plan of
reorganization ("Plan") to be filed in cases (the "Cases") filed under chapter
11 of title 11 of the United States Code;

WHEREAS, pursuant to the Plan, (i) the credit facilities under the Credit
Agreement will be restructured in a manner to be determined (such credit
facilities, both prior to and after such restructuring, collectively, the
"Credit Facility"), (ii) during the pendency of the Cases, Holdings and the US
Borrower will enter into a debtor-in-possession facility (the "DIP Facility")
and (iii) the US Borrower will, upon consummation of the Plan, enter into a
revolving credit facility (the "Exit Facility");

WHEREAS, the obligations of the US Borrower and each Foreign Subsidiary
Borrower under the Credit Facility are and will be guaranteed by Holdings and
the Domestic Subsidiaries of the US Borrower and may in addition be guaranteed
by the Foreign Subsidiary Borrowers and certain other Foreign Subsidiaries (such
guarantee, the "Credit Facility Guarantee"; such guarantors, the "Credit
Facility Guarantors"; the Credit Facility Guarantors, the US Borrower and the
Foreign Subsidiary Borrowers, the "Credit Facility Loan Parties");

WHEREAS, the obligations of the Credit Facility Loan Parties in respect of
the Credit Facility and the Credit Facility Guarantee are and will be (subject
to the subordination contemplated hereby) secured by perfected first priority
security interests (the "Credit Facility Liens") in certain assets owned by the
Credit Facility Loan Parties (such collateral, the "Credit Facility
Collateral");

WHEREAS, it is a condition precedent to the obligation of the lenders under
the DIP Facility (the "DIP Lenders") to make their respective extensions of
credit under the DIP Facility that (a) the obligations of the US Borrower under
the DIP Facility be guaranteed (the "DIP Guarantee") by the Credit Facility
Guarantors and (b) the obligations of the Credit Facility Loan Parties in
respect of the DIP Facility and the DIP Guarantee be (i) senior to the
obligations of the Credit Facility Loan Parties under the Credit Facility and
the Credit Facility Guarantee and (ii) secured by perfected security interests
(the "DIP Liens") in the Credit Facility Collateral that are senior to, have
priority over and prime the Credit Facility Liens on the Credit Facility
Collateral;

WHEREAS, it is a condition precedent to the obligation of the lenders under
the Exit Facility (the "Exit Lenders") to make their respective extensions of
credit under the Exit Facility that (a) the obligations of the US Borrower under
the Exit Facility be guaranteed (the "Exit Guarantee") by the Credit Facility
Guarantors and (b) the obligations of the Credit Facility Loan Parties in
respect of the Exit Facility and the Exit Guarantee be (i) senior to the
obligations of the Credit Facility Loan Parties under the Credit Facility and
the
D-1

Credit Facility Guarantee and (ii) secured by perfected security interests (the
"Exit Liens") in the Credit Facility Collateral that are senior to, have
priority over and prime the Credit Facility Liens on the Credit Facility
Collateral; and

WHEREAS, the Borrowers have requested, and upon the effectiveness of this
Consent, the parties hereto have agreed, that the Lenders consent to (i) the
subordination of the obligations of the Credit Facility Loan Parties in respect
of the Credit Facility and the Credit Facility Guarantee to the obligations of
the Credit Facility Loan Parties in respect of each of the DIP Facility, the DIP
Guarantee, the Exit Facility and the Exit Guarantee and (ii) each of the DIP
Liens and the Exit Liens on the Credit Facility Collateral being senior to,
having priority over and priming the Credit Facility Liens on the Credit
Facility Collateral;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement. Unless otherwise indicated, all Section and subsection
references are to the Credit Agreement.

SECTION 2. Consent. The Administrative Agent on behalf of all of the
Lenders party to the Credit Agreement hereby (i) consents to the obligations of
the Credit Facility Loan Parties in respect of each of the DIP Facility, the DIP
Guarantee, the Exit Facility and the Exit Guarantee being senior to the
obligations of the Credit Facility Loan Parties in respect of the Credit
Facility and the Credit Facility Guarantee and expressly subordinates the rights
of such Lenders in respect of the Credit Facility and the Credit Facility
Guarantee to the rights of the DIP Lenders and the Exit Lenders in respect of
each of the DIP Facility, the DIP Guarantee, the Exit Facility and the Exit
Guarantee, respectively, and (ii) consents to each of the DIP Liens and the Exit
Liens on the Credit Facility Collateral being senior to, having priority over
and priming the Credit Facility Liens on the Credit Facility Collateral and
expressly subordinates the rights of the Lenders in the Credit Facility
Collateral to the rights of the lenders under each of the DIP Facility and the
Exit Facility in respect of such collateral. Without limiting the generality of
the foregoing, the parties hereto hereby agree that the terms of such
subordination, priority and priming shall include the terms set forth in Annex I
hereto and such other terms as shall be agreed to by the Administrative Agent as
are consistent with the foregoing provisions of this paragraph.

SECTION 3. Agreement of Borrowers. Each Borrower hereby agrees that it
shall not be entitled to borrow or obtain Loans or Letters of Credit under the
Credit Agreement after the date hereof. Notwithstanding anything to the contrary
in the Credit Agreement, the provisions of this Section 3 shall not be amended,
supplemented, waived or otherwise modified without the consent of each Lender
directly affected thereby.

SECTION 4. Representations and Warranties. After giving effect to this
Consent, Holdings and the US Borrower (and each Foreign Subsidiary Borrower,
only as to itself and its Subsidiaries) hereby confirm, reaffirm and restate
that the representations and warranties set forth in Section 10 of the Credit
Agreement (other than subsections 10.2, 10.7 and 10.20) are true and correct in
all material respects as if made on and as of the date hereof except for any
representation or warranty made as of the earlier date, which representation or
warranty shall have been true and correct in all material respects as of such
earlier date.

SECTION 5. Conditions to Effectiveness. This Consent shall become
effective upon receipt by the Administrative Agent of:

(a) Consent. Counterparts of this Consent, duly executed and
delivered by Holdings, the US Borrower and the Foreign Subsidiary
Borrowers.

(b) Lockup Agreement. The Lockup Agreement relating to the Plan (the
"Lockup Agreement"), duly executed and delivered by each of the Lenders,
wherein each of the Lenders, among other things, consents to the execution
of this Consent by the Administrative Agent.

(c) Fee. A consent fee, for the account of each Lender that has
delivered an executed Lockup Agreement to the Administrative Agent or its
counsel no later than 5:00 p.m., New York City time, on August 29, 2002, in
an amount equal to 1.00% of the aggregate amount of Revolving Credit Loans,
Term
D-2

Loans and participations in Letters of Credit and Swing Line Loans
outstanding of such Lender, less the amount of the amendment fee paid to
such Lender in connection with the Fourth Amendment and Waiver of the
Credit Agreement, dated as of May 29, 2002.

(d) Expenses. Payment of all accrued amounts owing to the
Administrative Agent pursuant to subsection 17.5 of the Credit Agreement.

SECTION 6. Continuing Effect of Credit Agreement. Except as expressly
amended herein, the Credit Agreement shall continue to be, and shall remain, in
full force and effect in accordance with its terms.

SECTION 7. Governing Law; Counterparts. THIS CONSENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Consent
may be executed by the parties hereto in any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. The execution and delivery of a Lender Consent Letter
by any Lender shall be binding upon each of its successors and assigns
(including Transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.

D-3

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.

VIASYSTEMS GROUP, INC.,
as Guarantor

By:
------------------------------------
Name:
Title:

VIASYSTEMS, INC.,
as US Borrower

By:
------------------------------------
Name:
Title:

VIASYSTEMS CANADA HOLDINGS, INC.,
as Canadian Borrower

By:
------------------------------------
Name:
Title:

PRINT SERVICE HOLDING N.V.,
as a Foreign Subsidiary Borrower

By:
------------------------------------
Name:
Title:

JPMORGAN CHASE BANK,
as Administrative Agent and
Collateral Agent, and on behalf of
each Lender

By:
------------------------------------
Name:
Title:

D-4

ANNEX I*

1. Definitions. (a) As used herein, the following terms shall have the
following meanings:

"Bankruptcy Code" means The Bankruptcy Reform Act of 1978, as
heretofore and hereafter amended, and codified as 11 U.S.C. sec.sec. 101 et
seq.

"Borrower" means (i) with respect to the Senior Credit Agreement,
Viasystems, Inc. and (ii) with respect to the Junior Credit Agreement,
Viasystems, Inc., Viasystems Canada Holdings, Inc. and Print Service
Holding N.V.

"Collateral" means the collective reference to any assets or property
of any Loan Party, and any proceeds thereof, at any time subject to a Lien
in favor of the Senior Agent under the Senior Security Documents to secure
the First Priority Obligations or a Lien in favor of the Junior Agent under
the Junior Security Documents to secure the Second Priority Obligations,
including without limitation, all "Collateral" as defined in any of the
Senior Security Documents or Junior Security Documents.

"Controlled Collateral" means Collateral for which the security
interest therein is perfected by obtaining possession or dominion and
control, as applicable, of such Collateral.

"First Priority Obligations" means the collective reference to all the
obligations, liabilities and indebtedness of the Loan Parties under the
Senior Loan Documents.

"Junior Agent" means JPMorgan Chase Bank, as administrative agent for
the Junior Lenders.

"Junior Credit Agreement" means the Credit Agreement, dated as of
March 29, 2000 (as amended, supplemented, modified, refinanced or
restructured from time to time, including, without limitation, the Credit
Facility), among Viasystems Group, Inc., the Borrowers, the several banks
and other financial institutions from time to time party thereto, J.P.
Morgan Bank Canada, as Canadian administrative agent, J.P. Morgan Europe
Limited, as the multicurrency administrative agent, and the Junior Agent.

"Junior Lenders" means the several banks and other financial
institutions from time to time parties to the Junior Credit Agreement.

"Junior Lien" means the collective reference to the Liens on the
Collateral granted pursuant to the Junior Security Documents or otherwise
to secure the Second Priority Obligations.

"Junior Loan Documents" means the Loan Documents under and as defined
in the Junior Credit Agreement.

"Junior Security Documents" means the collective reference to the
security documents delivered to the Junior Agent in connection with the
Junior Credit Agreement granting a Lien on any asset or assets of any
Person to secure the obligations and liabilities of the Borrowers under the
Junior Credit Agreement or to secure any guaranty of such obligations and
liabilities.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement
and any financing lease having substantially the same economic effect as
any of the foregoing).

"Loan Parties" means the Borrowers and any guarantor in respect of the
Senior Credit Agreement or the Junior Credit Agreement.

"Person" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.

- ---------------

* To the extent that any provision of this Annex I is inconsistent with the
provisions of the Restructuring Terms (as defined in the Lockup Agreement),
the provisions of the Restructuring Terms shall prevail.
D-5

"Required Senior Lenders" means the Required Lenders under the Senior
Credit Agreement.

"Second Priority Obligations" means the collective reference to all
the obligations, liabilities and indebtedness of the Loan Parties under the
Junior Loan Documents.

"Senior Agent" means JPMorgan Chase Bank, as administrative agent for
the Senior Lenders.

"Senior Credit Agreement" means (i) prior to the consummation of the
Plan, the credit agreement evidencing the DIP Facility (as amended,
supplemented, modified, refinanced, or restructured from time to time), and
(ii) after the consummation of the Plan, the credit agreement evidencing
the Exit Facility (as amended, supplemented, modified, refinanced, or
restructured from time to time) but only to the extent evidencing such Exit
Facility.

"Senior Lenders" means the several banks and other financial
institutions from time to time parties to the Senior Credit Agreement.

"Senior Lien" means the collective reference to the Liens on the
Collateral granted pursuant to the Senior Security Documents or otherwise
to secure the First Priority Obligations.

"Senior Loan Documents" means the Loan Documents under and as defined
in the Senior Credit Agreement.

"Senior Security Documents" means the collective reference to the
security documents delivered to the Senior Agent in connection with the
Senior Credit Agreement granting a Lien on any asset or assets of any
Person to secure the obligations and liabilities of the Borrower under the
Senior Credit Agreement or to secure any guarantee of any such obligations
or liabilities.

"Subsidiary" means, as to any Person, any other Person of which shares
of stock or other ownership interests having ordinary voting power (other
than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board
of directors or other managers of such other Person are at the time owned,
or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person.

(b) The phrases "prior payment in full," "payment in full," "paid in
full" and any other similar terms or phrases when used herein with respect
to any First Priority Obligations shall mean the collective reference to
(i) the indefeasible payment in full, in immediately available funds, of
all such First Priority Obligations, (ii) the termination of the
commitments under the Senior Credit Agreement and (iii) the cash
collateralization of any letter of credit obligations comprised of the
aggregate undrawn and unexpired amount of then outstanding letters of
credit in accordance with the terms of the Senior Credit Agreement.

(c) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

2. Acknowledgments; Agreements. (a) The Junior Agent, on its own behalf
and on behalf of the Junior Lenders, (i) acknowledges and agrees that the Junior
Lien on the Collateral shall under all circumstances be junior in priority and
subordinated to the Senior Lien on the Collateral and that the Junior Lenders
shall not have any claim to or in respect of the Collateral, or any proceeds of
or realization on the Collateral, on a parity with or prior to the claim of the
Senior Lenders, (ii) acknowledges and agrees that until the First Priority
Obligations have been paid in full, the exercise of rights and remedies in
respect of the Junior Lien by the Junior Lenders under the Junior Loan Documents
and applicable law shall be limited to the extent set forth in, and shall be
governed by, this Agreement and (iii) acknowledges and affirms that neither the
Senior Agent nor the Senior Lenders would have executed the Senior Credit
Agreement in the absence of the execution and delivery of this Agreement by the
parties hereto.

(b) The Junior Agent, on its own behalf and on behalf of the Junior
Lenders, and the Senior Agent, on its own behalf and on behalf of the Senior
Lenders, acknowledge and agree that until the First Priority Obligations have
been paid in full, the Senior Agent shall hold in its capacity as the Senior
Agent under the Senior Credit Agreement, as bailee for the Junior Agent and the
Junior Lenders, all the Controlled Collateral
D-6

pledged to the Senior Agent pursuant to the Senior Security Documents and the
Junior Agent pursuant to the Junior Security Documents. The Senior Agent shall
deliver such Controlled Collateral held by it to the Junior Lenders once the
First Priority Obligations have been paid in full.

3. Subordination. (a) Each of the Loan Parties and the Junior Agent, on
its own behalf and on behalf of the Junior Lenders, for itself and each future
holder of the Second Priority Obligations, agrees that the Second Priority
Obligations are expressly "subordinate and junior in right of payment" (as that
phrase is defined in paragraph 3(b) hereof) to all First Priority Obligations.

(b) "Subordinate and junior in right of payment" means that no part of the
Second Priority Obligations shall have any claim to or against the assets of any
Loan Party on a parity with or prior to the claim of the First Priority
Obligations.

(c) Each of the Loan Parties and the Junior Agent, on its own behalf and on
behalf of the Junior Lenders, for itself and each future holder of the Second
Priority Obligations, agrees that upon the occurrence of any event or proceeding
described in [bankruptcy event of default] of the Senior Credit Agreement
commenced by or against any Loan Party:

(1) all First Priority Obligations shall be paid in full before any
direct or indirect payment or distribution is made with respect to the
Second Priority Obligations; and

(2) any direct or indirect payment or distribution of assets of the
relevant Loan Party, whether in cash, property or securities, to which any
Junior Lender would be entitled except for the provisions hereof, shall be
paid or delivered by such Loan Party, or any receiver, trustee in
bankruptcy, liquidating trustee, disbursing agent or other Person making
such payment or distribution, directly to the Senior Agent, for the account
of the Senior Lenders, to the extent necessary to pay in full all First
Priority Obligations, before any payment or distribution shall be made to
any Junior Lenders.

(d) Upon the occurrence of any event or proceeding described in [bankruptcy
event of default] of the Senior Credit Agreement commenced by or against any
Loan Party:

(1) the Junior Agent for itself and on behalf of each Junior Lender
irrevocably and exclusively authorizes and empowers the Senior Agent (A) to
demand, sue for, collect and receive every payment or distribution on
account of the Second Priority Obligations payable or deliverable in
connection with such event or proceeding and give acquittance therefor, and
(B) if no claims or proofs of claim have been filed by the Junior Agent or
any of the Junior Lenders by the date that is ten (10) days prior to the
deadline for the filing thereof in any statutory or non-statutory
proceeding, to file claims and proofs of claim in such proceeding and take
such other actions, in its own name, as the Senior Agent may deem necessary
or advisable for the enforcement of the provisions of this Agreement,
provided that the foregoing authorization and empowerment imposes no
obligation on the Senior Agent to take any such action;

(2) the Junior Agent for itself and on behalf of each Junior Lender
shall take such action, duly and promptly, as the Senior Agent may request
from time to time (A) to collect the Second Priority Obligations for the
account of the Senior Lenders and (B) to file appropriate proofs of claim
in respect of the Second Priority Obligations; and

(3) the Junior Agent for itself and on behalf of each Junior Lender
shall execute and deliver such powers of attorney, assignments or proofs of
claim or other instruments as the Senior Agent may request to enable the
Senior Agent to enforce any and all claims in respect of the Second
Priority Obligations and to collect and receive any and all payments and
distributions which may be payable or deliverable at any time upon or in
respect of the Second Priority Obligations.

4. Rights in Collateral. (a) Notwithstanding (i) anything to the contrary
contained in the Senior Loan Documents or any other document, filing or
agreement (other than this Agreement) related to the creation, attachment,
perfection or existence of the Senior Lien or the Junior Lien; (ii) the time,
place, order or method of attachment or perfection of the Senior Lien or the
Junior Lien; (iii) the time or order of filing, recording or execution of
financing statements or other documents filed, recorded or executed to perfect
security interests in any Collateral or any failure of the Senior Agent to file
or record any financing statement
D-7

or any continuations thereof under the Uniform Commercial Code or other law of
any applicable jurisdiction with respect to the Senior Lien or the Junior Lien
and (iv) the rules for determining priority under any law governing the relative
priorities of secured creditors, the Senior Lien shall have priority over and be
senior and superior to the Junior Lien.

(b) So long as this Agreement has not been terminated pursuant to Section 9
hereof, and regardless of whether or not the First Priority Obligations or the
Second Priority Obligations have been accelerated or any bankruptcy proceeding
or similar event or proceeding described in [bankruptcy event of default] of the
Senior Credit Agreement has been commenced by or against any Loan Party:

(i) Neither the Junior Agent nor the Junior Lenders (individually or
collectively) shall exercise any rights or remedies in respect of the
Collateral or the Junior Lien, whether under the Junior Loan Documents,
applicable law or otherwise, including without limitation, any action to
institute any judicial or nonjudicial or similar action or proceeding in
respect of the Junior Lien or to seek relief from the automatic stay
pursuant to Section 362 of the Bankruptcy Code, and neither the Junior
Agent nor the Junior Lenders shall have any right whatsoever to direct the
Senior Agent to exercise or seek to exercise or refrain from exercising any
rights or remedies in respect of the Collateral. Upon the payment in full
of the First Priority Obligations, the Junior Agent and any of the Junior
Lenders shall have the right to enforce the provisions of the Junior
Security Documents and exercise remedies thereunder in accordance with the
terms thereof.

(ii) Subject to the terms of the Senior Security Documents, the Senior
Agent shall have the exclusive right to exercise rights and remedies in
respect of the Collateral under the Senior Security Documents, applicable
law or otherwise and, in exercising such rights and remedies with respect
to the Collateral, the Senior Agent and any of the Senior Lenders may
enforce the provisions of the Senior Loan Documents and exercise remedies
thereunder and under applicable law (or refrain from enforcing any such
rights and exercising any such remedies), all in such order and in such
manner as they may determine in the exercise of their sole discretion. Such
exercise and enforcement shall include, without limitation, the rights of
the Senior Agent or the Senior Lenders to sell or otherwise dispose of the
Collateral, to incur expenses in connection with such exercise and
enforcement, and to exercise all the rights and remedies of a secured
lender under the Uniform Commercial Code of any applicable jurisdiction and
of a secured creditor under bankruptcy or similar laws of any applicable
jurisdiction.

(iii) Neither the Junior Agent nor any of the Junior Lenders shall (A)
contest, protest, object to, interfere with, seek to enjoin or invoke or
utilize any provision of any document, law or equitable principle, or
otherwise take any other action whatsoever which might prevent, delay or
impede, any exercise of rights or remedies by the Senior Agent or the
Senior Lenders under any Senior Loan Document or applicable law in respect
of the Collateral or the Senior Lien, including without limitation, any
action of foreclosure or to seek adequate protection (other than adequate
protection with respect to (x) replacement Liens on property so long as
such Liens are subordinate and junior in all respects to the Liens of the
Senior Agent and (y) payment of accrued and ongoing expenses for counsel to
the Junior Lenders) or relief from the automatic stay pursuant to Section
362 of the Bankruptcy Code, or any decision by the Senior Agent or the
Senior Lenders to refrain from enforcing any such rights or exercising any
such remedies, and (B) contest the validity or enforceability of the First
Priority Obligations or the validity, perfection, priority or
enforceability of the Senior Lien (it being understood and agreed that the
terms of this Agreement shall govern even if part or all of the First
Priority Obligations or the Senior Lien are avoided, disallowed, set aside
or otherwise invalidated in any judicial proceeding or otherwise).

(iv) The Junior Agent and the Junior Lenders shall be deemed to have
consented to any asset sale or other disposition of any property, business
or assets of any Borrower or any of its Subsidiaries, and the release of
any or all of the Collateral from the Junior Lien in connection therewith,
if the Required Senior Lenders shall have approved such asset sale or other
disposition in accordance with the terms of the Senior Credit Agreement,
notwithstanding that the net cash proceeds of any such asset sale or other
disposition may not be sufficient to pay in full the First Priority
Obligations or any portion of the Second Priority Obligations.

D-8

(v) Without limiting the foregoing, the Senior Agent and the Senior
Lenders shall have the sole and exclusive right (without the consent of the
Junior Agent or any Junior Lender and without any duty, obligation or
liability arising from any such action) at any time to (A) consent to any
proposed asset sale or other disposition of any Collateral in connection
with the exercise of remedies pursuant to the Senior Loan Documents or
applicable law, whether at private sale or pursuant to foreclosure,
bankruptcy or other judicial or nonjudicial proceedings, and (B) release
the Senior Lien on any Collateral in connection with any such asset sale or
other disposition, whether at private sale or pursuant to foreclosure,
bankruptcy or other judicial or nonjudicial proceedings, and the Junior
Agent and the Junior Lenders shall be deemed to have consented to such
release, asset sale or other disposition and any Junior Lien on the portion
of any Collateral released, sold or disposed of shall be automatically
extinguished and discharged upon any such release, asset sale or other
disposition.

(vi) Unless and until the First Priority Obligations have been paid in
full, any money, property, securities or other direct or indirect
distributions of any nature whatsoever received by the Senior Agent, any
Senior Lender, the Junior Agent or any Junior Lender in respect of the
First Priority Obligations or the Second Priority Obligations including,
without limitation, from the sale, disposition or other realization upon or
other exercise of remedies in respect of all or any part of the Collateral,
regardless of whether such money, property, securities or other
distributions are received directly or indirectly during the pendency of or
in connection with any bankruptcy, insolvency or other like proceeding or
otherwise, shall be delivered to the Senior Agent in the form received,
duly indorsed to such party, if required, and applied by the Senior Agent
as provided in the Senior Loan Documents. Until so delivered, such payment
or distribution to the extent received by the Junior Agent or a Junior
Lender shall be held in trust by the Junior Agent or such Junior Lender as
the property of the Senior Lenders, segregated from other funds and
property held by the Junior Agent or such Junior Lender.

5. Obligations Unconditional; Waivers, Covenants and Agreements of the
Junior Lenders. (a) All rights and interests of the Senior Agent and the Senior
Lenders hereunder and all agreements and obligations of the Junior Agent and the
Junior Lenders hereunder shall remain in full force and effect irrespective of:

(i) any lack of validity or enforceability of the First Priority
Obligations, the Senior Lien, any Senior Loan Document or any other
document or agreement in respect of the First Priority Obligations or the
Senior Lien, including without limitation, any exchange, release or
nonperfection of the Senior Lien;

(ii) any change in the time, manner or place of payment, or in any
other term, of all or any of the First Priority Obligations (including
without limitation, any rescission, in whole or in part, by the Senior
Lenders of any demand for payment of any First Priority Obligations), or
any participation, sale, assignment or other transfer of any of the First
Priority Obligations, or any amendment, waiver, deferral, extension,
renewal, refinancing, replacement, refunding, acceleration, compromise,
release, alteration, supplementation, termination or other modification, in
whole or in part, including any increase in the amount thereof, whether by
course of conduct or otherwise, of the First Priority Obligations or of the
terms of the Senior Credit Agreement, any other Senior Loan Document or any
other document or agreement relating to the First Priority Obligations or
the Senior Lien; or

(iii) any other circumstances which otherwise might constitute a
defense available to, or a discharge of, any Loan Party in respect of the
First Priority Obligations or the Senior Lien, or the Junior Agent or any
Junior Lender in respect of this Agreement, including without limitation,
the avoidance or disallowance in any bankruptcy, insolvency or other like
proceeding or otherwise, of the First Priority Obligations or the Senior
Lien.

(b) The Junior Agent and each of the Junior Lenders hereby waive (i)
reliance by the Senior Lenders upon the subordination and other intercreditor
arrangements set forth in this Agreement and (ii) any notice of the creation,
renewal, extension or accrual of any of the First Priority Obligations and
notice of or proof of reliance by the Senior Lenders upon this Agreement. The
First Priority Obligations shall be deemed conclusively to have been created,
contracted or incurred in reliance on this Agreement, and all dealings between
the Borrowers, the Junior Agent, the Junior Lenders, the Senior Agent and the
Senior Lenders shall be deemed to have been consummated in reliance upon this
Agreement.
D-9

(c) The Junior Agent and each of the Junior Lenders hereby waive any claim
against the Senior Agent or any Senior Lender with respect to, or arising out
of, any action or inaction or any error of judgment, negligence, or mistake or
oversight whatsoever on the part of the Senior Agent or any such Senior Lender
or their respective directors, officers, employees or agents (i) with respect to
any exercise of (or any delay in exercising, failure to exercise or decision to
refrain from exercising) any rights or remedies in respect of the First Priority
Obligations and the Senior Lien under the Senior Loan Documents or applicable
law or (ii) in connection with any transaction relating to the Collateral.
Neither the Senior Agent, any Senior Lender nor any of their respective
directors, officers, employees or agents shall be liable for failure to demand,
collect or realize upon any of the Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Borrower or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.

(d) Notwithstanding any claim for subrogation that the Junior Agent or any
Junior Lender may otherwise have under applicable law, neither the Junior Agent
nor any of the Junior Lenders shall be subrogated to the rights of the Senior
Lenders in respect of the First Priority Obligations to receive distributions of
Collateral in respect of the Senior Lien until the First Priority Obligations
shall have been paid in full.

(e) Neither the Senior Agent nor any Senior Lender has made, and none of
them hereby or otherwise makes to the Junior Agent or any Junior Lender, any
representations or warranties, express or implied, nor does the Senior Agent nor
any Senior Lender assume any liability to the Junior Agent or any Junior Lender
with respect to, the financial or other condition of the Borrowers or any of
their Subsidiaries, the Borrowers' or such Subsidiaries' title to, the value of,
or any other matter in respect of any Collateral or the enforceability,
validity, priority, value or collectability of the First Priority Obligations,
any Senior Loan Document, the Senior Lien, the Second Priority Obligations, any
Junior Loan Document or the Junior Lien.

6. Provisions Applicable After Bankruptcy. The intercreditor and Lien
subordination arrangements set forth in this Agreement, including without
limitation, the subordination of the Second Priority Obligations to the First
Priority Obligations and the subordination of the Junior Lien to the Senior
Lien, shall continue in full force and effect notwithstanding the occurrence of
any proceeding under the Bankruptcy Code, all references herein to a Borrower
shall be deemed to apply to such Borrower as debtor-in-possession and to a
trustee for such Borrower, and in furtherance thereof:

(a) the Senior Lien shall be reinstated to the extent the Senior Agent or
any Senior Lender is required to turn over or otherwise pay to the bankruptcy
estate of any Loan Party any amount of the First Priority Obligations (and as a
result thereof any portion of the Senior Lien is released), and the Senior Lien
so reinstated shall have the same benefits hereunder as if the First Priority
Obligations had never been paid and the Senior Lien never released; and

(b) to the extent that the Junior Agent and the Junior Lenders have or
acquire any rights under Section 363 or Section 364 of the Bankruptcy Code with
respect to the Junior Lien, (i) the Junior Agent and the Junior Lenders will
only assert such rights as reasonably requested by the Senior Agent, acting at
the direction of the Senior Lenders, and then only in a manner consistent with
Section 4 hereof, including without limitation, in a manner consistent with the
subordination, pursuant to this Agreement, of the Junior Lien to the Senior
Lien, (ii) the benefit of the existence, acquisition or assertion of any such
rights shall be subject to the subordination and other terms of this Agreement
and (iii) in connection with any financing of the Loan Parties, the Junior
Lenders shall be deemed to have consented to the grant of a Lien on the
Collateral in connection with any such financing which would be senior to, or
pari passu with, the Senior Lien or the Junior Lien so long as the Senior
Lenders have consented to the grant of such Lien in connection with any such
financing.

7. Further Assurances. Each of the Borrowers, the Junior Agent and the
Junior Lenders, at the Borrowers' expense and at any time from time to time,
upon the reasonable request of the Senior Agent or the Senior Lenders, will
promptly and duly execute and deliver such further instruments and documents
(including amendments to their financing statements filed against the Borrowers
and any of their Subsidiaries stating that the rights of the Junior Agent and
the Junior Lenders are subject to the terms hereof and together
D-10

with such assignments or endorsements as the Senior Agent or the Senior Lenders
may reasonably deem necessary) and take such further actions as the Senior Agent
or the Senior Lenders may reasonably request for the purposes of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted.

8. Provisions Define Relative Rights. This Agreement is intended solely
for the purpose of defining the relative rights of the Senior Agent and the
Senior Lenders, on the one hand, and the Junior Agent and the Junior Lenders, on
the other hand, in respect of the subordination of the Second Priority
Obligations to the First Priority Obligations and the Junior Lien and the Senior
Lien and no other person or entity shall have any right, benefit or other
interest under this Agreement. Nothing contained in this Agreement is intended
to affect or limit, in any way whatsoever, the security interests, Liens and
other rights that the Senior Lenders and the Junior Lenders have under the
Senior Loan Documents and the Junior Loan Documents, respectively, insofar as
the rights of the Borrowers, any Subsidiaries of the Borrowers or any other
person or entity are involved.

9. Termination of Agreement. Upon payment in full of the First Priority
Obligations, this Agreement shall terminate, and the exercise of rights and
remedies by the Junior Lenders in respect of the Collateral shall thereafter be
governed by the Junior Loan Documents. In the event that any Second Priority
Obligations remain outstanding and unpaid after payment in full of the First
Priority Obligations, the Senior Agent shall, upon the request of the Junior
Agent, assign the Senior Lien to secure the Second Priority Obligations.

D-11

EXHIBIT E TO LOCKUP AGREEMENT

ADDRESSES FOR NOTICES

[Omitted]

E-1

EXHIBIT F TO LOCKUP AGREEMENT

FORM OF JOINDER

[Omitted]

F-1