EX-4.5 4 0004.txt AMENDMENT TO RIGHTS AGREEMENT 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) Thayer-BLUM 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/ Jack Calderon Name: Jack Calderon Title: Chairman COMPUTERSHARE TRUST COMPANY, INC. By: /s/ Laura Sisneros Name: Laura Sisneros Title: Vice President By: /s/ Kellie Gwinn Name: Kellie Gwinn Title: Sr. Vice President 2