PLEDGE AGREEMENT OF ROBERT PRAEGITZERPledge Agreement • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
Section of Trust Section of Indenture Act of 1939, as amended Guarantee Agreement --------------------------------- ------------------- 310(a)(1) & (2) 4.1(a) 310(a)(3), (4) & (5) Inapplicable 310(b) 4.1(c), 2.8 310(c) Inapplicable 311(a) 2.2(b)...Guarantee Agreement • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • New York
STOCK PURCHASE AGREEMENT This AGREEMENT, dated as of September 24, 1997, is by and among PRAEGITZER INDUSTRIES, INC., an Oregon corporation with its principal place of business at 1270 S.E. Monmouth Cutoff, Dallas, OR 97338, U.S.A. ("Buyer"), LIKOM...Stock Purchase Agreement • April 29th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
AGREEMENT AND PLAN OF MERGER BY AND AMONGAgreement and Plan of Merger • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories • New York
TRUST AGREEMENT OF PRAEGITZER INDUSTRIES TRUST ITrust Agreement • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Delaware
4,000,000 Shares Praegitzer Industries Trust I (a Delaware Business Trust) ___% Cumulative Trust Preferred Securities (Liquidation Amount of $10 per Trust Preferred Security) UNDERWRITING AGREEMENT EVEREN Securities, Inc.Underwriting Agreement • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
Exhibit 99(c)(3) SHAREHOLDER'S AGREEMENT THIS SHAREHOLDER'S AGREEMENT is made and entered into as of this 26th day of October 1999, among SIGMA CIRCUITS, INC., Inc., a Delaware corporation ("PARENT"), T MERGER SUB (OR), INC., an Oregon corporation and...Shareholder Agreement • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories • New York
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Delaware
AGREEMENT ---------Noncompetition Agreement • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 17th, 1999 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
AMENDMENT TO LOAN AND SECURITY AGREEMENT This Amendment to Loan and Security Agreement (this "Amendment") is entered into as of September 4, 1998 between PRAEGITZER INDUSTRIES, INC. ("Borrower"), and FINOVA CAPITAL CORPORATION ("FINOVA"), with respect...Loan and Security Agreement • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Arizona
toJunior Subordinated Indenture • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Delaware
ARTICLE IAgreement as to Expenses and Liabilities • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • New York
KEY BANK OF OREGONSwap Transaction Confirmation • February 13th, 1997 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT entered into as of August 6, 1998 by and between PRAEGITZER INDUSTRIES, INC., an Oregon corporation ("Borrower"), and KEYBANK NATIONAL ASSOCIATION ("Bank"), is as follows: 1....Credit Agreement • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories
FIRST AMENDMENT TO CREDIT FACILITY AND SECURITY AGREEMENT ("Amendment") WHEREAS, PRAEGITZER INDUSTRIES, INC. (herein called the "Borrower") and KEY BANK OF WASHINGTON (herein called the "Bank") entered into a certain Credit Facility and Security...Credit Facility and Security Agreement • November 14th, 1996 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT PARTIES: INTERGRAPH CORPORATION ("Seller") Huntsville, Alabama 35894-0001 PRAEGITZER INDUSTRIES, INC. ("Buyer") 1270 Monmouth Cut Off Road Dallas, Oregon 97338 THIS IS AN AGREEMENT ("Agreement") for the purchase of...Asset Purchase Agreement • April 14th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Alabama
Exhibit 99.13 CHANGE OF CONTROL AGREEMENT This is an Agreement between Praegitzer Industries, Inc. ("Praegitzer") and James Buchanan ("Executive"). Executive is or may in the future be the holder of an option to purchase common shares in Praegitzer,...Change of Control Agreement • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
WITNESSETH:Security Agreement • May 15th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Alabama
Page 1 ------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Praegitzer was formed in July 1981 to manufacture rigid multilayer...Management's Discussion and Analysis • August 12th, 1997 • Praegitzer Industries Inc • Electronic components & accessories
FINOVA Loan and Security Agreement Borrower: Praegitzer Industries, Inc. Address: 1270 Monmouth Cut-off Dallas, Oregon 97338 Date: September 19, 1996 THIS LOAN AND SECURITY AGREEMENT ("Agreement") dated the date set forth above, is entered into by and...Loan and Security Agreement • November 14th, 1996 • Praegitzer Industries Inc • Electronic components & accessories • Arizona
WITNESSETH:Security Agreement • February 17th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Illinois
EXHIBIT 2.2 List of omitted schedules to Stock Purchase Agreement, dated as of September 24, 1997, between Praegitzer Industries, Inc. and Likom PCB Sdn. Bhd. Schedule 1 - Exceptions to Representations and Warranties Schedule 2 - List of employees...Stock Purchase Agreement • April 29th, 1998 • Praegitzer Industries Inc • Electronic components & accessories
List of omitted schedules to Stock Purchase Agreement, dated as of September 24, 1997, between Praegitzer Industries, Inc. and Likom PCB Sdn. Bhd.
RECITALSEmployment Agreement • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
LOGO]Merger Agreement • November 1st, 1999 • Praegitzer Industries Inc • Electronic components & accessories
On behalf of the Board of Directors, I am pleased to inform you that on October 26, 1999, Praegitzer Industries, Inc. ("Praegitzer") entered into an Agreement and Plan of Merger with T Merger Sub (OR), Inc. ("Purchaser"), a wholly owned subsidiary of Sigma Circuits, Inc. ("Parent") and an indirect wholly owned subsidiary of Tyco International Ltd. ("Tyco"), which provides for the acquisition of all Praegitzer's common stock at a price of $5.50 per share in cash. Under the terms of the Agreement, Purchaser has commenced a cash tender offer for all outstanding shares of Praegitzer at $5.50 per share (the "Offer"). Subject to successful completion of the Offer, and satisfaction of certain conditions in the Agreement, Purchaser will be merged into Praegitzer and all shares not purchased in the Offer (other than shares held by Tyco, Parent or Purchaser, or any subsidiary of Tyco) will be converted into the right to receive $5.50 per share in the merger.
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is between MATTHEW BERGERON ("Buyer") and PRAEGITZER INDUSTRIES, INC., an Oregon corporation ("Seller"). Seller is prepared to issue 100,000 shares of its common stock (the...Stock Purchase Agreement • February 16th, 1999 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
WITNESSETH:Security Agreement • September 4th, 1998 • Praegitzer Industries Inc • Electronic components & accessories • Illinois
R E C I T A L SDeferral Loan and Lease Modification Agreement • October 20th, 1999 • Praegitzer Industries Inc • Electronic components & accessories • Oregon
