Exhibit 4.5
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement is entered into as of July 14,
2000 between EFTC Corporation, a Colorado Corporation ("EFTC") and Computershare
Trust Company, Inc., formally known as American Securities Transfer & Trust,
Inc. (the "Rights Agent").
RECITALS
EFTC and the Rights Agent are parties to a Rights Agreement dated as of
February 25, 1999, as amended on March 30, 2000 (the "Amended Rights Agreement")
and wish to amend same.
AGREEMENT
The Parties agree as follows:
1. Section 1(a)(iii) of the Amended Rights Agreement shall be
amended to read in its entirety as follows:
"(iii) none of (x) Xxxxxx-XXXX Funding, L.L.C., a Delaware
limited liability company (the "Purchaser"), (y) any of its permitted assigns
under the Securities Purchase Agreement, dated as of March 30, 2000, as amended
on July 12, 2000, and as further amended from time to time (as amended, the
"Purchase Agreement"), by and between the Company and the Purchaser, nor (z) any
Person whose Beneficial Ownership of the Company's Common Stock is derivative of
the Beneficial Ownership of any such Persons shall be an Acquiring Person
hereunder;"
2. In all other respects the Amended Rights Agreement is ratified
and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
EFTC CORPORATION
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Chairman
COMPUTERSHARE TRUST COMPANY, INC.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Sr. Vice President
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