MERIX CORPORATION 4% Convertible Senior Subordinated Notes due 2013 Registration Rights AgreementRegistration 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
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. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 16th, 2006 • Merix Corp • Printed circuit boards • New York
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, dated as of May 10, 2006, 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 a “Borrower” and collectively, “Borrowers”), Merix Nevada, Inc., an Oregon corporation (“Nevada”), Merix Asia, Inc., an Oregon corporation (“Asia”), and Data Circuit Holdings, Inc., a Delaware corporation (“DC Holdings”,
