Merix Corp Sample Contracts

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LOAN AGREEMENT
Loan Agreement • January 13th, 1997 • Merix Corp • Printed circuit boards • Oregon
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • June 12th, 2002 • Merix Corp • Printed circuit boards • New York
3,000,000 SHARES MERIX CORPORATION
Underwriting Agreement • April 14th, 2000 • Merix Corp • Printed circuit boards • New York
and
Rights Agreement • April 10th, 1997 • Merix Corp • Printed circuit boards • Oregon
MERIX CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agreement Dated as of October 16, 2007
Rights Agreement • October 17th, 2007 • Merix Corp • Printed circuit boards • Oregon

RIGHTS AGREEMENT, dated as of October 16, 2007 (the “Agreement”), between MERIX CORPORATION, an Oregon corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • August 8th, 1997 • Merix Corp • Printed circuit boards • Oregon
SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 8th, 1997 • Merix Corp • Printed circuit boards • Oregon
AMENDED EXECUTIVE SEVERANCE AGREEMENT December 5, 1996
Severance Agreement • August 8th, 1997 • Merix Corp • Printed circuit boards • Oregon
LOAN AND SECURITY AGREEMENT by and among VIASYSTEMS TECHNOLOGIES CORP., L.L.C. MERIX CORPORATION as Borrowers and VIASYSTEMS, INC. VIASYSTEMS INTERNATIONAL, INC. MERIX ASIA, INC. as Guarantors THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY...
Loan and Security Agreement • February 22nd, 2010 • Merix Corp • Printed circuit boards • New York

This Loan and Security Agreement dated February 16, 2010 is entered into by and among Viasystems Technologies Corp., L.L.C., a Delaware limited liability company (“Technologies”), Merix Corporation, an Oregon corporation (“Merix” and, together with Technologies and any Subsidiaries that may become parties hereto after the date hereof as borrowers, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), Viasystems, Inc., a Delaware corporation (“Parent”), Viasystems International, Inc., a Delaware corporation (“International”), Merix Asia, Inc., an Oregon corporation (“Asia” and together with Parent and International and any Subsidiaries that may become parties hereto after the date hereof as guarantors, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” an

3,000,000 Shares Common Stock (No Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2004 • Merix Corp • Printed circuit boards • New York

Merix Corporation, an Oregon corporation (the “Company”), proposes to issue and sell, and Tektronix, Inc. (the “Selling Stockholder”) proposes to sell, to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 3,000,000 shares (the “Firm Shares”) of Common Stock, no par value (the “Common Stock”), of the Company, of which 2,650,000 shares are to be issued and sold by the Company and 350,000 shares are to be sold by the Selling Stockholder. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 450,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.

INDEMNITY AGREEMENT
Indemnity Agreement • August 7th, 2008 • Merix Corp • Printed circuit boards • Oregon

This Agreement is made as of April 8, 2007 by and between Merix Corporation, an Oregon corporation (the “Corporation”), and Francis Yuen (“Indemnitee”), a director and/or officer of the Corporation.

EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENT
Executive Severance and Noncompetition Agreement • August 7th, 2008 • Merix Corp • Printed circuit boards • Oregon

This Executive Severance and Noncompetition Agreement (this “Agreement”) is dated April 7, 2008 by and between Merix Corporation (the “Company”), and Allen Muhich (“Executive”).

MERIX CORPORATION 4% Convertible Senior Subordinated Notes due 2013 Registration Rights Agreement
Registration Rights Agreement • May 16th, 2006 • Merix Corp • Printed circuit boards • New York

Merix Corporation, an Oregon corporation (the “Company”), proposes to issue and sell to Thomas Weisel Partners LLC (the “Initial Purchaser”) upon the terms set forth in a purchase agreement dated as of May 10, 2006 (the “Purchase Agreement”), $60,000,000 aggregate principal amount (plus up to an additional $10,000,000 principal amount pursuant to an option granted to the Initial Purchaser) of its 4% Convertible Senior Subordinated Notes due 2013 (the “Securities”). The Securities will be convertible into shares of the Company’s common stock, no par value per share (the “Common Stock”), at the conversion price set forth in the Offering Circular dated May 11, 2006. The Securities will be issued pursuant to an Indenture, dated as of May 16, 2006 (the “Indenture”), among the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of

MERIX CORPORATION as Borrower LOAN AND SECURITY AGREEMENT Dated as of May 9, 2008 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as Agent
Loan and Security Agreement • May 13th, 2008 • Merix Corp • Printed circuit boards • Oregon

THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is dated as of May 9, 2008, among MERIX CORPORATION, an Oregon corporation (“Borrower”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (in such capacity, “Agent”).

AMENDED EXECUTIVE SEVERANCE AGREEMENT December 5, 1996
Executive Severance Agreement • August 8th, 1997 • Merix Corp • Printed circuit boards • Oregon
EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENT
Executive Severance and Noncompetition Agreement • July 30th, 2009 • Merix Corp • Printed circuit boards • Oregon

This Executive Severance and Noncompetition Agreement (this "Agreement”) is dated May 15, 2008 by and between Merix Corporation (the "Company"), and Alfred Pang (“Executive”).

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EXECUTIVE SEVERANCE AGREEMENT September 2, 1997
Executive Severance Agreement • October 14th, 1997 • Merix Corp • Printed circuit boards • Oregon
EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • August 30th, 2005 • Merix Corp • Printed circuit boards • Oregon

Merix Corporation (“Merix”) considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Merix and its shareholders. In this connection, Merix recognizes that, as is the case with many publicly held corporations, the possibility of a change of control may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of Merix and its shareholders. In order to induce Thomas R. Ingham (“Executive”) to remain employed by Merix in the face of uncertainties about the long-term strategies of Merix and possible change of control of Merix and their potential impact on Executive’s position with Merix, this Agreement, which has been approved by the Board of Directors of Merix, sets forth the severance benefits that Merix will provide to Executive in the event Executive’s employment by Merix is

LEASE
Lease • July 30th, 2009 • Merix Corp • Printed circuit boards
MERIX CORPORATION FIRST AMENDMENT Dated May 28, 1997
Merix Corp • August 8th, 1997 • Printed circuit boards • Massachusetts
AGREEMENT AND PLAN OF MERGER Dated as of October 6, 2009 among VIASYSTEMS GROUP, INC., MAPLE ACQUISITION CORP. and MERIX CORPORATION
Agreement and Plan of Merger • October 7th, 2009 • Merix Corp • Printed circuit boards • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 6, 2009 (this “Agreement”), is among Viasystems Group, Inc., a Delaware corporation (“Parent”), Maple Acquisition Corp., an Oregon corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and Merix Corporation, an Oregon corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.

Allen & Overy EXECUTION COPY CREDIT AGREEMENT
Credit Agreement • October 11th, 2005 • Merix Corp • Printed circuit boards • Hong Kong
EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • April 6th, 2006 • Merix Corp • Printed circuit boards

MERIX CORPORATION, an Oregon corporation (the “Company”), grants an option to (the “Optionee”), pursuant to the Company’s 1994 Stock Incentive Plan, as amended (the “Plan”) subject to the terms and conditions of this Agreement.

MAXIMUM AMOUNT MORTGAGE AGREEMENT
Supplemental Agreement • June 30th, 2009 • Merix Corp • Printed circuit boards

Important note: This Agreement is executed between the Parties in accordance with applicable laws and regulations, and through discussion on the basis of equality and volition. All clauses of this Agreement reflect the true intensions of the Parties. In order to adequately preserve the lawful rights of the Mortgagor, the Mortgagee hereby advises that the clauses of this Agreement be scrutinized by the Mortgagor, with proper attention to the part in bolder print.

Amendment #2 to Executive Severance And NonCompetition Agreement
Merix Corp • July 30th, 2009 • Printed circuit boards

The Executive Severance and NonCompetition Agreement dated April 11, 2007 and as amended December 31, 2008, between Merix Corporation (“Merix”) and Linda V. Moore (“Executive”)is amended to read as follows effective April 8, 2009:

EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENT
Severance and Noncompetition Agreement • October 11th, 2005 • Merix Corp • Printed circuit boards • Oregon

Merix Corporation (“Merix”) considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Merix and its shareholders. In this connection, Merix recognizes that, as is the case with many publicly held corporations, the possibility of a change of control may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of Merix and its shareholders. In order to induce Stephen Going (“Executive”) to remain employed by Merix in the face of uncertainties about the long-term strategies of Merix and possible change of control of Merix and their potential impact on Executive’s position with Merix, this Agreement, which has been approved by the Board of Directors of Merix, sets forth the severance benefits that Merix will provide to Executive in the event Executive’s employment by Merix is ter

SECURITIES PURCHASE AGREEMENT between MERIX CORPORATION and SF CAPITAL PARTNERS LTD.
Securities Purchase Agreement • May 16th, 2006 • Merix Corp • Printed circuit boards

This Securities Purchase Agreement is entered into between Merix Corporation (“Merix”) and SF Capital Partners Ltd. (“SF Capital”) effective May 5, 2006.

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 5th, 2007 • Merix Corp • Printed circuit boards • New York

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT, dated as of January 12, 2007, is by and among Wachovia Capital Finance Corporation (Western), a California corporation, in its capacity as administrative and collateral agent for Lenders pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), Bank of America, N.A., in its capacity as syndication agent pursuant to the Loan Agreement (in such capacity, “Syndication Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Merix Corporation, an Oregon corporation (“Parent”), and Merix San Jose, Inc., a California corporation (“Merix San Jose” and together with Parent, each individually an “Existing Borrower” and collectively, “Existing Borrowers”), Merix Nevada, Inc., an Oregon corporation (“Nevada”), Merix Asia, Inc., an Oregon corporation (“Asia”), Data Circuit Holdings, Inc., a Delaware corporati

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