0001047469-04-028595 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • September 13th, 2004 • Ultimate Electronics Inc • Retail-radio, tv & consumer electronics stores

This AMENDMENT NO. 2, dated as of September 7, 2004 (this "Second Amendment") to the Rights Agreement (the "Rights Agreement"), dated as of January 25, 1995, by and between Ultimate Electronics, Inc., a Delaware corporation (the "Company") and Wells Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota, N.A.) (the "Rights Agent") as amended by that certain Amendment No. 1 to the Rights Agreement, dated as of January 31, 1995 (the "First Amendment"), is entered into by and between the Company and the Rights Agent. Capitalized terms used without definition herein are as defined in the Rights Agreement.

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