Exhibit 10.1(c) THIRD AMENDMENT AND FIRST WAIVER TO THE CREDIT AGREEMENT

Exhibit 10.1(c)

THIRD AMENDMENT AND FIRST WAIVER TO THE CREDIT AGREEMENT

THIRD AMENDMENT AND FIRST WAIVER, dated as of October 7, 2004 (the “ Amendment and Waiver ”), to the Credit Agreement, dated as of January 31, 2003, as amended by the First Amendment dated as of March 19, 2003 and as further amended by the Second Amendment dated as of December 3, 2003 (the “ Credit Agreement ”), among VIASYSTEMS GROUP, INC. (“ Holdings ”), VIASYSTEMS, INC. (the “ Borrower ”), the several banks and other financial institutions from time to time parties thereto (the “ Existing Lenders ” and, together with the Replacement Tranche B Term Lenders (as defined below), the “ Lenders ”) and JPMORGAN CHASE BANK, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).

W   I   T   N   E   S   S   E   T   H :

WHEREAS, Holdings, the Borrower, the Existing Lenders and the Administrative Agent are parties to the Credit Agreement; and

WHEREAS, the Borrower has requested that the Lenders agree to amend the Credit Agreement (i) to provide for the Tranche B Term Loan Refinancing (as defined herein) and (ii) to waive certain provisions relating to the application of mandatory prepayments of Net Cash Proceeds, in each case, as otherwise more fully described herein; and

WHEREAS, the Lenders participating in the Tranche B Term Loan Refinancing understand that the Replacement Tranche B Term Loans (as defined herein) will be secured to the same extent as the Original Tranche B Term Loans, and are a Second Priority Obligation as defined in the Intercreditor Agreement; and

WHEREAS, the parties hereto are willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein; and

WHEREAS, Holdings and the Borrower have asked J.P. Morgan Securities Inc. to act as exclusive sole lead arranger and sole bookrunner for this Amendment and Waiver and J.P. Morgan Securities Inc. has agreed to serve in such capacity;

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.      Defined Terms . Unless otherwise defined herein, capitalized terms that are defined in the Credit Agreement are used herein as therein defined.

2.      Amendments to Subsection 1.1 . (a) Subsection 1.1 of the Credit Agreement is hereby amended by inserting, in proper alphabetical order, the following new or substitute defined terms and related definitions:

“ Continuing Tranche B Term Lender ”: any Lender which holds Original Tranche B Term Loans prior to the Repricing Effective Date and a Replacement Tranche B Term Loan Commitment from and after the Repricing Effective Date. Any Continuing Tranche Lender shall be deemed a Replacement Tranche B Term Lender from and after the Repricing Effective Date.

“ Converted Tranche B Term Loan ”: as defined in Subsection 4.1(b) hereof.

“ Original Tranche B Term Loan Commitment ”: as to any Lender, the obligation of such Lender to make an Original Tranche B Term Loan to the Borrower hereunder on the Closing Date. The original aggregate amount of the Original Tranche B Term Loan Commitment is $378,467,819.18.

“ Original Tranche B Term Loan Lenders ”: Lenders which hold the Original Tranche B Term Loans immediately prior to the Repricing Effective Date.

“ Original Tranche B Term Loans ”: the tranche B term loans made to the Borrower pursuant to the Credit Agreement on the Closing Date. As of the Repricing Effective Date, each of the Original Tranche B Term Loan Commitment and the aggregate outstanding principal amount of Original Tranche B Term Loans is $0.

“ Replacement Tranche B Term Lender ”: each Lender which has a Replacement Tranche B Term Loan Commitment or which has made a Replacement Tranche B Term Loan.

“ Replacement Tranche B Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a Replacement Tranche B Term Loan to the Borrower hereunder in a principal amount not to exceed the amount agreed to by the Borrower, the Administrative Agent and such Lender. The original aggregate amount of the Replacement Tranche B Term Loan Commitments is $265,000,000.

“ Replacement Tranche B Term Loans ”: as defined in Subsection 4.1(a) hereof.

“ Repricing Effective Date ”: the date on which the conditions precedent set forth in Section 15 of the Third Amendment and First Waiver shall have been satisfied or waived, which date is October 7, 2004.

“ Tranche B Term Loan Commitment ”: prior to the Repricing Effective Date, the Original Tranche B Term Loan Commitment, and from and after the Repricing Effective Date, the Replacement Tranche B Term Loan Commitment.

“ Tranche B Term Loan Lenders ”: prior to the Repricing Effective Date, the Original Tranche B Term Loan Lenders and from and after the Repricing Effective Date, the Replacement Tranche B Term Loan Lenders.

“ Tranche B Term Loan Refinancing ”: the refinancing in full of the outstanding Original Tranche B Term Loans with the proceeds of the Replacement Tranche B Term Loans.

“ Tranche B Term Loans ”: prior to the Repricing Effective Date, the Original Tranche B Term Loans and from and after the Repricing Effective Date, the Replacement Tranche B Term Loans.

(b)     The definition of “Applicable Margin” contained in Subsection 1.1 of the Credit Agreement is hereby amended by (i) replacing 4.25% with 3.25% in the Applicable Margin column for Base Rate Loans with respect to Tranche B Term Loans and (ii) replacing 5.25% with 4.25% in the Applicable Margin column for Eurodollar Rate Loans with respect to Tranche B Term Loans.

3.      Amendment to Subsection 4.1 . Subsection 4.1 of the Credit Agreement is hereby amended in its entirety as follows:

4.      Amendment to Subsection 4.2 . Subsection 4.2 of the Credit Agreement is hereby amended in its entirety as follows: