Exhibit 4.5
RIGHTS AGREEMENT AMENDMENT
THIS RIGHTS AGREEMENT AMENDMENT is entered into as of May 3, 2002, by
Pemstar Inc. (the "Company") and Xxxxx Fargo Bank Minnesota, N.A., as Rights
Agent (the "Rights Agent"), with respect to the Rights Agreement dated as of
August 11, 2000, between the Company and the Rights Agent, as amended to date
(the "Rights Agreement").
WHEREAS, no Person has become an Acquiring Person, as such terms are
defined in Section 1 of the Rights Agreement;
WHEREAS, no Distribution Date, as defined in Section 3(a) of the Rights
Agreement, has occurred; and
WHEREAS, the Company has directed the Rights Agent to enter into this
Amendment pursuant to Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, the Company and the Rights Agent agree as follows:
The definition of "Exempt Person" set forth in Section 1 of the Rights
Agreement is hereby deleted in its entirety and the following is substituted in
lieu thereof:
"`Exempt Person' shall mean the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the
Company, and any Person organized, appointed or established by the
Company for or pursuant to the terms of any such plan. Any underwriter
participating in the initial public offering of the Company's Common
Shares shall also be an Exempt Person until the date any such
underwriter owns less than 15% of the Company's Common Shares. Exempt
Person shall also mean the investors listed on the Schedule of Buyers
(individually "the Investor", and collectively the "Investors")
attached to the Securities Purchase Agreement, dated as of May 3, 2002,
by and among the Company and the Investors (the "Securities Purchase
Agreement"), unless and until such time as such Investor (A) directly
or indirectly becomes the Beneficial Owner of Common Shares other than
Common Shares received (i) as a result of any conversion or redemption
of any convertible notes issued by the Company pursuant to the
Securities Purchase Agreement, (ii) upon exercise of warrants issued by
the Company pursuant to the Securities Purchase Agreement, (iii) upon
the payment of interest owed on the convertible notes in Common Shares
or (iv) otherwise pursuant to such Securities Purchase Agreement or (B)
participates in any group within the meaning of Section 13(d)(3) of the
Exchange Act unless such group has publicly stated that such ownership
is for investment purposes only."
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first written above.
PEMSTAR INC. XXXXX FARGO BANK MINNESOTA, N.A.,
AS RIGHTS AGENT
By: /s/ Xx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
------------------------------ ------------------------------
Xxxxx X. Xxxxxxx Name Xxxxxx Xxxxxxxx
Chairman, Chief Executive Officer Title: Officer
and President
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