EXHIBIT 9.2
-----------
FIRST AMENDMENT
TO THE REGISTRATION RIGHTS AGREEMENT
DATED AS OF MARCH 30, 2000 BY AND BETWEEN THE
PURCHASER AND THE COMPANY
THIS FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF
MARCH 30, 2000 BY AND BETWEEN THE PURCHASER AND THE COMPANY (this "Amendment")
is effective as of July 14, 2000.
Preliminary Statement:
The Registration Rights Agreement (the "Rights Agreement") was entered
into by the parties thereto on March 30, 2000. The parties agree to amend the
Rights Agreement to include common stock issuable upon conversion of the
Company's Series B Convertible Preferred Stock to be issued in exchange for the
Company's 15% Senior Subordinated Exchangeable Notes due 2006.
NOW, THEREFORE, in consideration of the above premises, and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Purchaser and the Company hereby agree that the Rights
Agreement be amended as follows:
1. Defined Terms.
Terms used with initial capital letters herein which are not otherwise
defined in this Amendment shall have the meanings given to them in the Purchase
Agreement.
2. Amendments to Rights Agreement.
(a) The second paragraph of the recitals is amended by adding the
following parenthetical in the first sentence after the words "15% Senior
Subordinated Exchangeable Notes due 2006": (the "March Notes").
(b) The Rights Agreement is further amended by inserting the
following phrase between the second and third paragraphs of the recitals:
"WHEREAS, the Company has sold $14,000,000 in aggregate principle amount of 15%
Senior Subordinated Exchangeable Notes due 2006 (the "July Notes"), which are
automatically exchanged into shares of the Company's Series B Convertible
Preferred Stock having an aggregate liquidation preference equal to the
aggregate principal amount of the July Notes then outstanding, plus accrued
interest; and"
(c) Section 1 of the Rights Agreement is amended by changing the
definition of "Conversion Shares" to read: ""Conversion Shares" shall mean
shares of Common Stock issued upon any (i) conversion, in whole or in part, of
the Convertible Notes and (ii) conversion, of the Preferred Stock issued in
exchange for the July Notes."
(d) Section 1 of the Rights Agreement is further amended by adding
the following definition of "Preferred Stock": "Preferred Stock" shall mean the
Company's Series B Convertible Preferred Stock having an aggregate liquidation
preference equal to the aggregate principal amount of the July Notes then
outstanding, plus accrued interest. The rights and preferences of the
Convertible Preferred Stock shall be as set forth in articles of amendment to
the Company's articles of incorporation substantially in the form attached as
Exhibit G to the Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.
XXXXXX-XXXX FUNDING, L.L.C.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxx
Manager
EFTC CORPORATION
By: /s/ Xxxx Xxxxxxxx
----------------------------
Xxxx Xxxxxxxx
Chairman
2
