Prepared by R.R. Donnelley Financial -- Amndmt. #2 to Rights Agrmnt- Amer. Stock  Transfer



 Exhibit 4.2 
  
  
 AMENDMENT NO. 2 TO RIGHTS AGREEMENT 
  
 This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this
“Amendment”) is made as of April 1, 2002, to the Rights Agreement dated as of March 25, 1997 and amended by Amendment No. 1 to Rights Agreement dated as of April 1, 2002 (as amended by Amendment No. 1, the “Rights Agreement”) by
and between MERIX CORPORATION, an Oregon corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (formerly known as ChaseMellon Shareholder Services L.L.C.), as Rights Agent. Capitalized terms used herein but not otherwise defined
herein shall have the meanings given such terms in the Rights Agreement. 
  
 Pursuant to Section 26 of the Rights Agreement, this
Amendment is being executed by the Company and American Stock Transfer & Trust Company, as successor Rights Agent, for the purpose of amending the Rights Agreement as follows: 
  
 1.    Successor Rights Agent 
  
 Effective as of the date hereof, the
Company appoints American Stock Transfer & Trust Company as the Rights Agent (the “Rights Agent”) under the Rights Agreement, as successor to Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services L.L.C.).

  
 2.    Amendment of Rights Agreement 
  
 Effective as of the date hereof: 
  
 (a)  Section 25 of the Rights Agreement shall be
amended by deleting the address for notice or demand to be given to the Rights Agent and substituting the following: 
  
 “American Stock Transfer & Trust Company 
 59 Maiden Lane 
 New York,
NY 10038” 
  
 (b)  All references in the Rights Agreement to “ChaseMellon Shareholder Services L.L.C.”
shall be amended by deleting such references and replacing them with “American Stock Transfer & Trust Company”. 







  
 3.    Governing Law 
  
 This Amendment shall be deemed to be a contract made under the laws of the State of Oregon and for all purposes shall be governed by and construed in accordance with the laws of such
State as such laws are applied to contracts to be made performed entirely within such State. 
  
 4.    Descriptive Headings

  
 The descriptive headings of the Sections of this Amendment are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof. 
  
 5.    Counterparts 
  
 This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. 
  
 6.    Certification 
  
 The undersigned officer of the Company, being an appropriate officer of the Company and authorized to do so by the resolutions of the Board of Directors
adopted at a meeting of the Board of Directors on March 20, 2002, hereby certifies to the Rights Agent that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement. 
  

[Signature page follows] 







  
 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 2 TO RIGHTS AGREEMENT to
be duly executed as of the date first above written. 
  
 
	 MERIX CORPORATION
 
	 
	 By:
 	 	  
 

	 Name:  Janie S. Brown
 Title:  Sr. Vice President, Chief Financial

Officer, Treasurer and Secretary
 

 
  
  
 
	 AMERICAN STOCK TRANSFER &
 
	 TRUST COMPANY, as Rights Agent
 

 
  
 
	  
	 
	 By:
 	 	  
 

	 Name:
 Title: