LOAN AND SECURITY AGREEMENT by and among MERIX CORPORATION MERIX SAN JOSE, INC. as Borrowers and MERIX NEVADA, INC. MERIX ASIA, INC. and DATA CIRCUIT HOLDINGS, INC. as Guarantors THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO WACHOVIA...Loan and Security Agreement • October 11th, 2005 • Merix Corp • Printed circuit boards • New York
This Loan and Security Agreement dated September 28, 2005 is entered into by and among Merix Corporation, an Oregon corporation (“Parent”) and Merix San Jose, Inc., a California corporation (“Merix San Jose” and together with Parent, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), Merix Nevada, Inc., an Oregon corporation (“Nevada”), Merix Asia, Inc., an Oregon corporation (“Asia”), Data Circuit Holdings, Inc., a Delaware corporation (“DC Holdings”, and together with Nevada and Asia, 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” and collectively, “Lenders” as hereinafter further defined), Bank of America, N.A., in its capacity as syndication agent (in such capacity, “Syndication Agent”) and Wachovia Capital Finance Corporation (Western), a Cal
INDEMNITY AGREEMENTIndemnification Agreement • October 11th, 2005 • Merix Corp • Printed circuit boards • Oregon
This Agreement is made as of September 21, 2005, by and between Merix Corporation, an Oregon corporation (the “Corporation”), and Stephen M. Going (“Indemnitee”), a director and/or officer of the Corporation.
EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENTExecutive 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
EMPLOYEE STOCK BONUS AGREEMENTEmployee Stock Bonus Agreement • October 11th, 2005 • Merix Corp • Printed circuit boards
Employee is employed by Merix or a subsidiary. Merix has adopted the 1994 Incentive Plan, as amended (the “1994 Plan”) and the 2000 Nonqualified Stock Option Plan, as amended (the “2000 Plan”) in order to attract and retain as employees, people of initiative and ability. Each of the 1994 Plan and 2000 Plan is referred to as a “Plan”. Under each Plan, a committee of the Board of Directors of Merix (the “Committee”) may award shares of the Common Stock of Merix as stock bonuses (the “Common Stock”) subject to terms, conditions and restrictions determined by the Committee.
Allen & Overy EXECUTION COPY CREDIT AGREEMENTCredit Agreement • October 11th, 2005 • Merix Corp • Printed circuit boards • Hong Kong
DATED 29 SEPTEMBER 2005 EASTERN PACIFIC CIRCUITS HOLDINGS LIMITED AND MERIX CORPORATIONSupplemental Agreement • October 11th, 2005 • Merix Corp • Printed circuit boards • Hong Kong
