AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement is entered into as of March 30,
2000, between EFTC Corporation, a Colorado corporation ( "EFTC"), and 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 (the "Rights Agreement") and wish to amend the same.
AGREEMENT
The parties agree as follows:
1. The definition of "Acquiring Person" in Section 1 of the
Rights Agreement shall be amended to read in its entirety as follows:
(a) "Acquiring Person" means any Person that, together with
all Affiliates and Associates of such Person, is the Beneficial Owner
of 15% or more of the shares of Common Stock then outstanding, but
shall not include (i) the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the
Company, or any Person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan; and (ii) any
Person who would otherwise become an Acquiring Person solely as a
result of a reduction in the number of shares of Common Stock
outstanding due to the acquisition of shares of Common Stock by the
Company or a Subsidiary of the Company, unless and until such Person
shall thereafter purchase or otherwise become the Beneficial Owner of
additional shares of Common Stock constituting one percent or more of
the then outstanding shares of Common Stock. Notwithstanding the
foregoing, (iii) none of (x) Xxxxxx-XXXX Funding, LLC, a Delaware
limited liability company (the "Purchaser"), (y) any of its permitted
assigns under the Securities Purchase Agreement dated as of March 30,
2000 (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; (iv) if the Board
of Directors of the Company determines in good faith that a Person who
would otherwise be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as practicable a
sufficient number of shares of Common Stock so that such Person would
no longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), such Person shall not be
deemed to be an "Acquiring Person" for any purposes of this Agreement.
2. The definition of "Distribution Date" in Section 1 of the
Rights Agreement shall be amended by adding the following at the end thereof:
Neither the execution and delivery of the Purchase Agreement nor the
consummation of the transactions contemplated thereby, including the
Tender Offer (as such term is defined in the Purchase Agreement), will
not cause the Distribution Date to occur.
3. Section 11 of the Rights Agreement shall be amended by adding
an additional subsection at the end thereof to read in its entirety as follows:
(q) Notwithstanding any other provision contained in this
Agreement, neither the execution and delivery of the Purchase Agreement
nor the consummation of the transactions contemplated thereby,
including the Tender Offer (as such term is defined in the Purchase
Agreement), will result in any adjustment under the provisions of this
Section 11.
4. In all other respects the 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: President and Chief Executive Officer
AMERICAN SECURITIES TRANSFER
& TRUST, INC.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Vice President
